"THE PRODUCERS"

                                            by

                                        Mel Brooks

                                       Final Draft

                                       March, 1967

                

               INT. DAY. HALLWAY OUTSIDE OF MAX BIALYSTOCK'S OFFICE.

               CLOSE-UP OF LITTLE OLD LADY. She blows a kiss and waves good-
               bye.

               CUT TO CLOSE-UP OF MAX BIALYSTOCK. He responds with similar 
               gestures.

               CAMERA PULLS BACK TO FULL SHOT. Legend on frosted glass of 
               Bialystock's office door reads:

                           MAX BIALYSTOCK - THEATRICAL PRODUCER

               Little old lady begins to descend stairway. She stops, turns, 
               blows another kiss and once more waves goodbye. Bialystock 
               graciously answers in kind.

                                     BIALYSTOCK
                         Don't forget the checkee. Can't 
                         produce playees without checkees.

                                     LITTLE OLD LADY
                         You can count on me-o, you dirty 
                         young man.

               CAMERA BACK TO BIALYSTOCK'S FACE FROZEN IN A LITTLE GOODBYE 
               SMILE. The little old lady's footsteps. Begin to fade.

               Bialystock's face quickly resumes its normal expression -- 

               Despair and disgust. He then reaches into his vest pocket, 
               pulls out an old-fashioned, pocket watch and earnestly 
               consults its face.

               CAMERA STAYS WITH HIM AS HE RUSHES INTO HIS OFFICE. Bialystock 
               moves with a quick shuffling gait to his desk. From the top 
               of it he picks up a framed photograph.

               CAMERA INSERT: CLOSE-UP OF PHOTOGRAPH. It is face of little 
               old lady who has just left.

               CAMERA BACK TO BIALYSTOCK. He opens desk drawer. It is filled 
               with tagged keys. He picks up a key.

               CAMERA INSERT: tag on key reads: Investors file.

               CAMERA BACK TO BIALYSTOCK. With photograph in hand, he moves 
               across his office to a large, double-doored cabinet. He 
               unlocks cabinet.

               CAMERA SHOWS CABINET INTERIOR FILLED WITH HUNDREDS OF 
               SIMILARLY FRAMED PHOTOGRAPHS OF LITTLE OLD LADIES.

               CAMERA BACK TO BIALYSTOCK. He places photograph in its proper 
               niche and begins to look through the faces.

               CAMERA SLOWLY PANS ROWS OF PHOTOGRAPHS, BIALYSTOCK'S P.O.V.

                                     BIALYSTOCK
                              (Voice Over)
                         "Hold me, touch me', 'hold me, touch 
                         me', 'hold me, touch me', where is 
                         'hold me, touch me'? Ahhh... here we 
                         are. 'Hold me, touch me.'"

               CAMERA STOPS PANNING AND REMAINS ON ONE OF THE PHOTOGRAPHS. 
               Bialystock's hand moves into the frame and picks up 
               photograph.

               CAMERA MOVES IN TO CLOSE-UP OF PHOTOGRAPH.

               DISSOLVE THROUGH TO MATCHING CLOSE-UP OF SAME FACE WE HAVE 
               JUST SEEN IN PHOTOGRAPH.

               CAMERA PULLS BACK TO REVEAL LITTLE OLD LADY IN REAR SEAT OF 
               LIMOUSINE. EXTERIOR. DAY.

               CAMERA KEEPS MOVING BACK TO EXTERIOR OF LIMO AS IT MOVES 
               ALONG THROUGH NEW YORK'S THEATRICAL DISTRICT.

               LONG SHOT. 45Th street. Same limousine pulls up in front of 
               one of the theatres that line the block.

               MEDIUM SHOT. Chauffeur briskly hops out, and smartly opens 
               rear door. The little old lady emerges. She lowers her veil 
               and furtively ducks into the building entrance.

               INT. MEDIUM SHOT. DILAPIDATED THEATRE OFFICE BUILDING.

               The little old lady enters. She raises her veil, chuckles 
               gleefully, and begins to ascend the stairs.

               MEDIUM SHOT. Upon reaching the landing, she spots the first 
               little old lady coming down. She quickly drops her veil. The 
               first little old lady discreetly hides her face with her 
               purse as they pass each other on the landing.

               DISSOLVE TO FOURTH FLOOR LANDING. The little old lady makes 
               her way to the top. She hangs onto the banister for support 
               as she catches her breath. She raises her veil, reaches into 
               her purse, takes out a small flacon of perfume and sprays 
               delicately behind both ears. Thoroughly composed, she 
               approaches Bialystock's door. She raps on the door three 
               times in quick succession, waits a moment, raps twice and 
               then three times again. Suddenly the door is flung open.

               MEDIUM SHOT. MAX BIALYSTOCK

                                     BIALYSTOCK
                              (leering)
                         Darling!

               MEDIUM SHOT OVER BIALYSTOCK'S SHOULDER. LITTLE OLD LADY.

                                     LITTLE OLD LADY
                              (passionately)
                         Hold me, touch me.

               CUT TO TWO SHOT. Bialystock clutches the little old lady in 
               a passionate embrace.

                                     BIALYSTOCK
                         Devil woman.

               Freeze action.

               SUPER-IMPOSE FIRST CREDIT: ZERO MOSTEL.

               Resume action.

               The little old lady giggles joyously and then slips from 
               Bialystock's grasp, darts into the office and ducks behind 
               the couch. She pops her head up.

                                     LITTLE OLD LADY
                         Finder's keepers.

               Freeze action.

               SUPER-IMPOSE: TITLE OF FILM

               Resume action.

                                     BIALYSTOCK
                         Here I come, ready or not.

               Bialystock leaps through the air towards the couch.

               Freeze-action.

               CREDIT.

               Resume action.

               Bialystock lands badly. He writhes in pain. Little old lady 
               coquettishly crawls to him.

                                     LITTLE OLD LADY
                         What's the matter? Papa no want to 
                         play with baby?

                                     BIALYSTOCK
                         Ohhhhhh.

               Freeze-action.

               CREDIT.

               Resume action.

               Bialystock reaches out for her. She eludes him, darts into a 
               chair, crosses her leg seductively, raises her skirt just 
               above her knee revealing a golden rose and garter.

               Freeze-action.

               CREDIT.

               Resume action.

               Bialystock struggles to his feet.

                                     BIALYSTOCK
                         Come to Papa. Come to Papa do.

               Little old lady leaps out of her chair and poses, coyly.

                                     LITTLE OLD LADY
                         To the victor go the spoils.

               Bialystock starts for her. She rushes around a chair and 
               ducks behind it. Bialystock tiptoes on to chair and peeks 
               over it.

                                     BIALYSTOCK
                         I'm gonna get you.

               Freeze-action.

               CREDIT.

               Resume action.

               Cut to little old lady wedged between desk and back of chair. 
               She straightens her legs and sends the chair hurtling across 
               the room.

               CLOSE-UP OF BIALYSTOCK'S FACE: TERROR.

               Freeze-action.

               CREDIT.

               Resume action.

               Bialystock crashes into radiator.

                                     BIALYSTOCK
                         Ohhhhhhhh.

               Cut to little old lady. She is lying phone on the desk, 
               preening herself and purring.

                                     LITTLE OLD LADY
                         Meeow. Meeow. I wonder where Old Tom 
                         is tonight? Meeow.

               Bialystock, with great will, pushes the hate out of his face 
               and replaces it with sweetness.

                                     BIALYSTOCK
                         Rowrrr.

               Bialystock glides in tom-cat fashion over to his preening 
               pussy-cat.

               Freeze-action.

               CREDIT.

               Resume action.

               Bialystock finishes crossing to desk, puts his face down 
               near hers and softly mews into her ear. She suddenly lets 
               out a fierce howl as she rebuffs him with a savage swipe of 
               her "paw". Bialystock grabs his stricken face with both hands 
               and shrieks.

                                     BIALYSTOCK
                         Aieeeeyiyiyiyiyi,

               CLOSE-UP OF BIALYSTOCK'S PAIN-RIDDEN FEATURES.

               Stop action.

               CREDIT.

               Resume action.

               Bialystock falls into the chair moaning. She hops on to his 
               lap. From his breast pocket she takes a handkerchief and 
               tenderly dabs his cheek with it.

                                     LITTLE OLD LADY
                         Oh, Bialy, Bialy, darling, did I 
                         hurt you?

               Freeze-action.

               CREDIT.

               Resume action.

                                     BIALYSTOCK
                         My hand. My hand. I can't turn my 
                         hand.
                              (he turns his hand)

               There is a rapping at the door. We hear it, they don't.

                                     LITTLE OLD LADY
                              (taking his hand)
                         Don't worry. I'll kiss it and make 
                         it well.
                              (she smothers his 
                              hand with kissers)

                                     BIALYSTOCK
                              (trying to rescue his 
                              hand)
                         Enough. It's better. Please, Lambchop, 
                         it's better. Stop. You're hurting it 
                         again.

               Cut to door. It opens. Leo Bloom enters.

                                     BLOOM
                              (his forward motion 
                              arrested by the 
                              unbelievable scene)
                         How do you do. I mean... Excuse me... 
                         I mean...

                                     BIALYSTOCK
                         You mean ooops, don't you? Say ooops 
                         and get out.

                                     BLOOM
                         I'll wait in the hall...

                                     BIALYSTOCK
                         Oooooooops!

                                     BLOOM
                              (backing out of door)
                         Ooooooops.

               Little old lady hops off Bialystock's lap and goes to door.

                                     LITTLE OLD LADY
                         I can't abide a peeping Tom. There's 
                         one in the apartment just opposite 
                         my bedroom window. I swear that man 
                         NEVER takes his field glasses off me 
                         for a minute.

               She locks door and starts back toward Bialystock.

                                     LITTLE OLD LADY
                         Feeling better?

               Bialystock nods his head in assent.

                                     LITTLE OLD LADY
                         Good. Let's fool around. Now, I'll 
                         be the innocent little milk maid and 
                         you'll be the naughty stable boy.
                              (she goes into her 
                              act)
                         Oh, this milk is so heavy. I'll never 
                         reach the house. Help. Will someone 
                         help me?

                                     BIALYSTOCK
                              (stopping her)
                         Wait. Wait. We can't play today. I 
                         have too many appointments.

                                     LITTLE OLD LADY
                              (crushed)
                         We can't play today?

                                     BIALYSTOCK
                         Thursday. Thursday. We'll play 
                         Thursday. We'll play the Contessa 
                         and the chauffeur.

                                     LITTLE OLD LADY
                         Oh, the best one.

                                     BIALYSTOCK
                              (trying to steer her 
                              towards the door)
                         Until Thursday, then, Contessa Mio.

                                     LITTLE OLD LADY
                              (she sits on the sofa)
                         Oh, Bialy, please, just a little.  
                         Just a little.

                                     BIALYSTOCK
                              (harassed)
                         All right. All right.

               He squats down in front of her in chauffeur fashion, his 
               hands on the wheel.

                                     LITTLE OLD LADY
                         So, the Count hired you this morning, 
                         Rudolfo... Watch the road... Watch 
                         the road.

                                     BIALYSTOCK
                         I can't take my eyes off you. How 
                         can I drive when you drive me mad.  
                         Mad.

                                     LITTLE OLD LADY
                              (she squeals with 
                              delight)
                         Rudolfo, you dirty pig! Pull over.

                                     BIALYSTOCK
                              (upright)
                         Good. That's enough. We'll do the 
                         rest on Thursday.
                              (he reaches down and 
                              helps her off the 
                              couch)
                         That's a good girl.
                              (leading her to the 
                              door)
                         It's always such fun to see you.

               Bialystock opens the door and ushers her out onto the landing.

               CUT TO HALLWAY. FAR SHOT. Revealing Bloom waiting outside. 
               We see him. They do not. Bloom, very embarrassed, hugs the 
               wall trying to make himself less conspicuous.

               MEDIUM SHOT. Bialystock and the old lady in front of 
               Bialystock's door.

                                     BIALYSTOCK
                         Until Thursday, then, you bawdy wench.

               He slaps her on the rump.

                                     LITTLE OLD LADY
                         Oooh. I love it. Hold me, touch me.

               CUT TO BLOOM IN SHADOWS, AGHAST.

               BACK TO MEDIUM SHOT LITTLE OLD LADY AND BIALYSTOCK.

                                     BIALYSTOCK
                         Thursday. I'll see you Thursday.

                                     LITTLE OLD LADY
                         And we'll finish playing the Contessa 
                         and Rudolfo.

                                     BIALYSTOCK
                         Good. Yes. Thursday.

                                     LITTLE OLD LADY
                         And after that we'll play the 
                         Abduction and cruel rape of 
                         Lucretia... And I'll play Lucretia.

               CUT TO BLOOM IN SHADOWS. It is all too much for him. He looks 
               the other way. Suddenly his eyes widen in surprise, as he 
               discovers another man hiding in the next doorway. The man 
               puts a finger to his lips indicating silence. There is no 
               place left for Bloom to look. He looks to heaven.

               BACK TO LITTLE OLD LADY AND BIALYSTOCK.

                                     LITTLE OLD LADY
                         Oh, Thursday. Will Thursday ever 
                         come?

                                     BIALYSTOCK
                              (to himself)
                         Like clockwork.

               She starts to descend.

                                     LITTLE OLD LADY
                         I shall count the minutes.

                                     BIALYSTOCK
                         Goodbye, my angel... My angel!
                              (calling after her)
                         Hey, touch me... wait! Hey, uh...  
                         Lucretia, Lucretia!

               We hear a mounting clatter of footsteps as the little old 
               lady flies back up the stairs.

                                     LITTLE OLD LADY
                              (eagerly)
                         Yes???

                                     BIALYSTOCK
                         Oh, Angelcake, you forgot to give me 
                         the check. Can't produce a play 
                         without money, ha, ha, ha.

               CUT TO BLOOM. Once more he steals a glance at the stranger 
               hidden in the second doorway. Once again the man gestures 
               for him to be silent.

               CUT BACK TO BIALYSTOCK AND THE OLD LADY.

                                     LITTLE OLD LADY
                              (opening her handbag 
                              and reaching inside)
                         Of course, the check, I had it with 
                         me all the time.

               She takes out the check and hands it to him.

                                     LITTLE OLD LADY
                         I don't know what's happening to me.  
                         I must be getting old.

               Bialystock takes check and reads it.

                                     LITTLE OLD LADY
                         Is it all right? I made it out to 
                         cash. You didn't tell me the name of 
                         the play.

                                     BIALYSTOCK
                         Oh, it's fine. Fine. Good. Good. 
                         Bye. Bye.

                                     LITTLE OLD LADY
                         Til Thursday, my Darling, I shall 
                         count the minutes.

               She starts to descend.

                                     LITTLE OLD LADY
                              (descending)
                         Ta. Ta.

                                     BIALYSTOCK
                              (waving check at her)
                         Ta. Ta.

               The man, who has been lurking in the second doorway, suddenly 
               springs into action. He darts forward and quickly takes the 
               check out of Bialystock's hand.

                                     THE MAN (LANDLORD)
                         He who signs a lease, must pay rent.

               He shoves the check into his pocket and starts down the 
               stairs.

                                     LANDLORD
                         That's the law.

                                     BIALYSTOCK
                         Murderer! Thief! How can you take 
                         the last penny out of a man's pocket?

                                     LANDLORD
                              (turns back, shrugs)
                         I have to... I'm a landlord!

                                     BIALYSTOCK
                              (shouting to heaven)
                         Oh Lord, hear my plea. Destroy him.  
                         He maketh a blight on the land.

               CUT TO LANDLORD ON THE WAY DOWN.

                                     LANDLORD
                              (to the Lord)
                         Don't pay attention. He's crazy.

               CUT BACK TO BIALYSTOCK. He turns to re-enter his office.

                                     BIALYSTOCK
                              (biting his knuckle)
                         Nnnnn. That hurt.
                              (he sighs)
                         I'll have to make another call.

               He starts in and stops. He notices Bloom.

                                     BIALYSTOCK
                              (to Bloom, quietly)
                         Have you been there all this time?

               Bloom nods.

                                     BIALYSTOCK
                         And did you see and hear everything?

               Bloom nods.

                                     BIALYSTOCK
                         Then what do you have to say for 
                         yourself?

                                     BLOOM
                         Uh... uh... ooooooops?

                                     BIALYSTOCK
                              (shouts)
                         Who are you? What do you want? Why 
                         are you loitering in my hallway? 
                         Speak, dummy, speak! Why don't you 
                         speak?

                                     BLOOM
                         Scared. Can't talk.

                                     BIALYSTOCK
                         All right. Get a hold of yourself.  
                         Take a deep breath, let it out slowly 
                         and tell me who you are.

                                     BLOOM
                              (breathes deeply.  
                              Words tumble from 
                              his mouth as he 
                              exhales)
                         I'm Leo Bloom, I'm an accountant, 
                         I'm from Whitehall and Marks, I was 
                         sent here to do your books and I'm 
                         terribly sorry I caught you with the 
                         old lady.
                              (he has run out of 
                              breath)

                                     BIALYSTOCK
                         "Caught you with the old lady." Come 
                         in, Mr. Tact.

               CUT TO OFFICE. They enter. Bloom enters timorously. He doesn't 
               know quite where to go. He looks to Bialystock for guidance.  
               Bialystock studies Bloom curiously from head to toe.

                                     BIALYSTOCK
                         So you're an accountant, eh?

                                     BLOOM
                              (timidly)
                         Yes sir.

                                     BIALYSTOCK
                         Then account for yourself! Do you 
                         believe in God? Do you believe in 
                         gold? Why are you looking up old 
                         lady's dresses? Bit of a pervert, 
                         eh?

               Bloom, who has been quaking under the assault, reaches into 
               his pocket and takes out the tattered corner of an old blue 
               baby blanket. He twists the blue blanket nervously in his 
               hands.

                                     BLOOM
                         Sir, I...

                                     BIALYSTOCK
                         Never mind. Never mind. Do the books. 
                         They're in that desk over there. Top 
                         drawer.

               Bloom dutifully goes to desk. Opens top drawer and begins 
               removing books.

                                     BIALYSTOCK
                         How dare you condemn me without 
                         knowing all the facts.

                                     BLOOM
                         But sir, I'm not condem...

                                     BIALYSTOCK
                         Shut up. I'm having a rhetorical 
                         conversation.
                              (to himself)
                         How humiliating. Max Bialystock. Max 
                         Bialystock.

               Bialystock suddenly wheels and shouts at Bloom.

                                     BIALYSTOCK
                         You know who I used to be? Max 
                         Bialystock! The King of Broadway! 
                         Six shows running at once. Lunch at 
                         Delmonico's. Two hundred dollar suits. 
                         Look at me. Look at me now! I'm 
                         wearing a cardboard belt!

               He rips the belt off and holds it in the air.

                                     BIALYSTOCK
                         I used to have thousands of investors 
                         begging, pleading, to put their money 
                         into a Max Bialystock production.

               He picks up the picture on desk ('hold me, touch me') takes 
               it over to open cabinet filled with similar pictures.

                                     BIALYSTOCK
                         Look at my investors now. Voila!
                              (gestures at pictures)
                         Hundreds of little old ladies stopping 
                         off at Max Bialystock's office to 
                         grab a last thrill on the way to the 
                         cemetery.

               He puts picture back in its place. Looks toward Bloom.

               CUT TO BLOOM. He is obviously touched by the great man's 
               dilemma.

               CUT TO BIALYSTOCK.

                                     BIALYSTOCK
                         You have exactly ten seconds to change 
                         that disgusting look of pity into 
                         one of enormous respect. One... Two...

               CUT TO BLOOM. He is really trying to change his expression.

               CUT TO BIALYSTOCK.

                                     BIALYSTOCK
                         Do the books! Do the books!

               CUT TO BLOOM. He is greatly relieved.

                                     BLOOM
                              (sighing)
                         Yes, sir. Thank you.

               He plunges into his work.

               CUT TO BIALYSTOCK. He goes to window, looks out.

                                     BIALYSTOCK
                              (to himself)
                         Window's so filthy, can't tell if 
                         it's day or night out there.

               He wipes window with his cuff. Looks at window. No good. 
               Looks at his grimy cuff. Grimaces. From his desk he takes 
               the remains of a cardboard container of coffee and sloshes 
               it against the window. He wipes with his tie. He looks over 
               his shoulder at Bloom to see if he is watching. Bloom is 
               watching. Their eyes meet. Bloom's eyes retreat. Bialystock 
               victoriously turns away and looks out the window down into 
               the street.

               CAMERA: SHOT OF STREET. BIALYSTOCK'S POINT OF VIEW. A white 
               Rolls Royce slowly makes its way up the block.

                                     BIALYSTOCK
                              (voice over as camera 
                              follows Rolls)
                         Look at that. A white Rolls Royce.  
                         That's it baby, when you got it, 
                         flaunt it.

                                     BLOOM
                              (off screen)
                         Koff, koff... ahem, ahem... 
                         harrumph...

                                     BIALYSTOCK
                         I assume you are making those cartoon 
                         noises to attract my attention. Am I 
                         correct in my assumption, you fish-
                         faced enemy of the people?

               Bloom is wounded.

                                     BIALYSTOCK
                         I have hurt your feelings.

               Bloom nods.

                                     BIALYSTOCK
                         Good, what is it?

                                     BLOOM
                         Sir, may I speak to you for a minute?

                                     BIALYSTOCK
                              (looking at his watch)
                         Go! You have fifty-eight seconds.

                                     BLOOM
                         Well, sir, it seems...

                                     BIALYSTOCK
                              (interrupting)
                         You have forty-eight seconds left.  
                         Hurry. Hurry.

                                     BLOOM
                              (speedily)
                         In looking at your books, I've 
                         discovered that...

                                     BIALYSTOCK
                              (interrupting)
                         Twenty-eight seconds, hurry, hurry, 
                         you're using up your time.

               In his anxiety, Bloom unconsciously reaches into his pocket 
               takes out the old blue blanket and nervously strokes his 
               cheek with it.

                                     BLOOM
                         Mr. Bialystock, I cannot function 
                         under these conditions.

               Bialystock curiously eyes the blanket.

                                     BLOOM
                         You're making me extremely nervous.

                                     BIALYSTOCK
                         What is that? A handkerchief?

               Bloom quickly begins to put away his blue blanket.

                                     BLOOM
                         It's nothing... nothing.

               Quick as a flash, Bialystock reaches over and snatches it 
               out of Bloom's hand.

                                     BIALYSTOCK
                         If it's nothing, why can't I see it?

               Bloom leaps up in hot pursuit of his blanket.

                                     BLOOM
                              (shrieking in panic)
                         My blanket. Give me my blue blanket.

               Bialystock, taken aback, hurriedly gives the blanket back to 
               Bloom.

                                     BIALYSTOCK
                         Here, don't panic.

                                     BLOOM
                              (clutching his blanket)
                         I'm sorry... I don't like people 
                         touching my blue blanket. It's not 
                         important. It's a minor compulsion.  
                         I can deal with it if I want to. 
                         It's just that I've had it ever since 
                         I was a baby and... and... I find it 
                         very comforting.

               He kisses it and shoves it into his pocket.

                                     BIALYSTOCK
                              (to himself)
                         They come here. They all come here.  
                         How do they find me?

                                     BLOOM
                              (recovering his dignity)
                         Mr. Bialystock...

                                     BIALYSTOCK
                         Yes, Prince Mishkin, what can we do 
                         for you?

                                     BLOOM
                         This is hardly a time for levity.  
                         I've discovered a serious error here 
                         in the accounts of your last play.

               Bialystock moves around the desk to examine the ledger.

                                     BIALYSTOCK
                         Where? What?

                                     BLOOM
                         According to the backer's list you 
                         raised $60,000. But the show you 
                         produced only cost fifty-eight 
                         thousand. There's two thousand dollars 
                         unaccounted for.

                                     BIALYSTOCK
                         I went to a Turkish bath, who cares?  
                         The show was a flop. What difference 
                         does it make?

                                     BLOOM
                         It makes a great deal of difference.  
                         That's fraud. If they found out, you 
                         could go to prison.

                                     BIALYSTOCK
                         Why should they find out? It's only 
                         two thousand dollars, Bloom, do me a 
                         favor, move a few decimal points 
                         around. You can do it. You're an 
                         accountant. The word 'count' is part 
                         of your title.

                                     BLOOM
                              (aghast)
                         But that's cheating!

                                     BIALYSTOCK
                         It's not cheating... It's charity.  
                         Bloom, look at me... look at me!  
                         I'm drowning. Other men sail through 
                         life. Bialystock has struck a reef. 
                         Bloom, I'm going under. I am being 
                         sunk by a society that demands 
                         success, when all I can offer is 
                         failure. Bloom, I'm reaching out to 
                         you. Don't send me to jail. Help! 
                         Help!

               During Bialystock's last speech, Bloom unconsciously reaches 
               into his pocket, takes out the blue blanket and rubs it across 
               his cheek.

                                     BLOOM
                         Oh dear, oh dear, oh dear, oh dear.

                                     BIALYSTOCK
                              (faintly)
                         Help!

                                     BLOOM
                         All right. I'll do it. I'll do it.

                                     BIALYSTOCK
                         Thank you, Bloom. I knew I could con 
                         you.

                                     BLOOM
                         Oh, it's all right... wha?

                                     BIALYSTOCK
                         Nothing. Nothing. Do it. Do it.

                                     BLOOM
                              (pouring over the 
                              accounts)
                         Now let's see, two thousand dollars.  
                         That isn't much. I'm sure I can hide 
                         it somewhere. After all, the 
                         department of internal revenue isn't 
                         interested in a show that flopped.

                                     BIALYSTOCK
                         Yes. Right. Good thinking. You figure 
                         it out. I'm tired. I'm gonna take a 
                         little nap.
                              (crossing to couch)
                         Wake me if there's a fire.

               He hurls himself down onto the couch.

               CAMERA MOVES IN TO TIGHT SHOT OF BLOOM.

                                     BLOOM
                         Now let's see, if we add these 
                         figures, we get...

               CAMERA MOVES INTO CLOSE-UP OF BLOOM'S FINGER SWIFTLY MOVING 
               DOWN LONG COLUMN OF FIGURES. He comes to the end and 
               immediately writhes total below.

               BACK TO TIGHT SHOT OF BLOOM. He compares pages.

                                     BLOOM
                              (musing to himself)
                         Heh, heh, heh, amazing. It's 
                         absolutely amazing. But under the 
                         right circumstances, a producer could 
                         make more money with a flop than he 
                         could with a hit.

               QUICK CUT TO BIALYSTOCK'S SLEEPING FACE. His eyes pop open.

               CUT BACK TO BLOOM.

                                     BLOOM
                         Yes. Yes. It's quite possible. If he 
                         were certain the show would fail, a 
                         man could make a fortune.

               CUT TO BIALYSTOCK. By now he is halfway across the room. His 
               whole being tingling with alertness. He moves to Bloom's 
               desk and hovers over him, waiting expectantly for more 
               information. But Bloom is lost in his work, unaware that 
               Bialystock is hanging on his every word.

                                     BIALYSTOCK
                         Yes???

               Bloom looks up. He is startled to see Bialystock's face so 
               close to his own.

                                     BLOOM
                              (at a loss)
                         Yes, what?

                                     BIALYSTOCK
                         What you were saying. Keep talking.

                                     BLOOM
                         What was I saying?

                                     BIALYSTOCK
                         You were saying that under the right 
                         circumstances, a producer could make 
                         more money with a flop than he could 
                         with a hit.

                                     BLOOM
                              (smiling)
                         Yes, it's quite possible.

                                     BIALYSTOCK
                         You keep saying that, but you don't 
                         tell me how. How could a producer 
                         make more money with a flop than 
                         with a hit?

               Bloom, slightly exasperated, puts his pencil down and faces 
               Bialystock. He speaks to Bialystock as a teacher would a 
               student.

                                     BLOOM
                         It's simply a matter of creative 
                         accounting. Let us assume, just for 
                         the moment, that you are a dishonest 
                         man.

                                     BIALYSTOCK
                         Assume away!

                                     BLOOM
                         Well, it's very easy. You simply 
                         raise more money than you really 
                         need.

                                     BIALYSTOCK
                         What do you mean?

                                     BLOOM
                         You've done it yourself, only you 
                         did it on a very small scale.

                                     BIALYSTOCK
                         What did I do?

                                     BLOOM
                         You raised two thousand more than 
                         you needed to produce your last play.

                                     BIALYSTOCK
                         So what? What did it get me? I'm 
                         wearing a cardboard belt.

                                     BLOOM
                         Ahhhhhh! But that's where you made 
                         your error. You didn't go all the 
                         way. You see, if you were really a 
                         bold criminal, you could have raised 
                         a million.

                                     BIALYSTOCK
                         But the play only cost $60,000 to 
                         produce.

                                     BLOOM
                         Exactly. And how long did it run?

                                     BIALYSTOCK
                         One night.

                                     BLOOM
                         See? You could have raised a million 
                         dollars, put on a sixty thousand 
                         dollar flop and kept the rest.

                                     BIALYSTOCK
                         But what if the play was a hit?

                                     BLOOM
                         Oh, you'd go to jail. If the play 
                         were a hit, you'd have to pay off 
                         the backers, and with so many backers 
                         there could never be enough profits 
                         to go around, get it?

                                     BIALYSTOCK
                         Aha, aha, aha, aha, aha, aha!! So, 
                         in order for the scheme to work, 
                         we'd have to find a sure fire flop.

                                     BLOOM
                         What scheme?

                                     BIALYSTOCK
                         What scheme? Your scheme, you bloody 
                         little genius.

                                     BLOOM
                         Oh, no. No. No. I meant no scheme. I 
                         merely posed a little, academic 
                         accounting theory. It's just a 
                         thought.

                                     BIALYSTOCK
                         Bloom, worlds are turned on such 
                         thoughts!

               Bialystock starts moving in on Bloom.

                                     BIALYSTOCK
                         Don't you see, Bloom. Darling, Bloom, 
                         glorious Bloom, it's so simple. Step 
                         one: We find the worst play in the 
                         world -- a sure flop. Step two: I 
                         raise a million dollars -- there's a 
                         lot of little old ladies in this 
                         world. Step three: You go back to 
                         work on the books. Phoney lists of 
                         backers -- one for the government, 
                         one for us. You can do it, Bloom, 
                         you're a wizard. Step four: We open 
                         on Broadway and before you can say 
                         'step five' we close on Broadway. 
                         Step six: We take our million dollars 
                         and fly to Rio de Janiero.

               Bialystock grabs Bloom in his arms and begins to lead him in 
               a wild tango around the room.

                                     BIALYSTOCK
                              (sings)
                         "Ah, Rio, Rio by the seao, meo, myo, 
                         meo... "

                                     BLOOM
                              (afraid of the scheme, 
                              afraid of the dance, 
                              afraid of Bialystock)
                         Mr. Bialystock. No. Wait. Please. 
                         You're holding me too tight. I'm an 
                         honest man. You don't understand.

                                     BIALYSTOCK
                              (leading Bloom as he 
                              talks)
                         No, Bloom, you don't understand.  
                         This is fate, this is destiny.  
                         There's no avoiding it.

               At this point, Bialystock sweeps Bloom into an elaborate 
               dip.

                                     BLOOM
                              (the back of his head 
                              practically touching 
                              the floor)
                         Mr. Bialystock, not more than five 
                         minutes ago, against my better 
                         judgment, I doctored your books. 
                         That, sir, is the ultimate extent of 
                         my criminal life.

               Bialystock raises his fists to the heavens in despair. Bloom, 
               experiencing a definite lack of support, goes crashing to 
               the floor.

                                     BIALYSTOCK
                         OOOOOHH! OOOOOHH! OOOOOHH! OOOOOHH! 
                         I WANT THAT MONEY!

               CAMERA ON BLOOM AS HE LIES STRICKEN ON THE FLOOR.

                                     BLOOM
                              (to himself)
                         Oh, I fell on my keys.
                              (he shifts slightly 
                              to make himself more 
                              comfortable)
                         I've got to get out of here.

                                     BIALYSTOCK
                              (angrily hovering 
                              over Bloom)
                         You miserable, cowardly, wretched 
                         little caterpillar. Don't you ever 
                         want to become a butterfly? Don't 
                         you want to spread your wings and 
                         flap your way to glory?

               Bialystock flaps his arms like a huge predatory bird.

                                     BLOOM
                              (his eyes widened in 
                              terror)
                         You're going to jump on me.

               Bialystock stares at him incredulously.

                                     BLOOM
                         You're going to jump on me. I know 
                         you're going to jump on me -- like 
                         Nero jumped on Poppea.

                                     BIALYSTOCK
                              (nonplussed)
                         What???

                                     BLOOM
                              (by now he is shrieking)
                         Poppea. She was his wife. And she 
                         was unfaithful to him. So he got mad 
                         and he jumped on her. Up and down, 
                         up and down, until he squashed her 
                         like a bug. Please don't jump on me.

                                     BIALYSTOCK
                              (shouting and jumping 
                              up and down next to 
                              Bloom)
                         I'm not going to jump on you!

                                     BLOOM
                              (rolling away in terror)
                         Aaaaaaaaaa!

                                     BIALYSTOCK
                              (hoisting Bloom to 
                              his feet)
                         Will you get a hold on yourself.

                                     BLOOM
                              (up on his feet and 
                              running for cover)
                         Don't touch me! Don't touch me!

               He runs to a corner of the room. Trapped! He turns.

                                     BIALYSTOCK
                         What are you afraid of? I'm not going 
                         to hurt you! What's the matter with 
                         you?

                                     BLOOM
                         I'm hysterical. I'm having hysterics. 
                         I'm hysterical. I can't stop. When I 
                         get like this, I can't stop. I'm 
                         hysterical.

               Bialystock rushes to the desk. Picks up a carafe of water 
               and shoshes its contents into Bloom's face.

                                     BLOOM
                         I'm wet! I'm wet! I'm hysterical and 
                         I'm wet!

               Bialystock in a desperate move to stop Bloom's hysterics, 
               slaps him across the face.

                                     BLOOM
                              (holding his face)
                         I'm in pain! And I'm wet! And I'm 
                         still hysterical!

               Bialystock raises his hand again.

                                     BLOOM
                         No! No! Don't hit. It doesn't help. 
                         It only increases my sense of danger.

                                     BIALYSTOCK
                         What can I do? What can I do? You're 
                         getting me hysterical.

                                     BLOOM
                         Go away from me. You frighten me.
                              (he indicates the 
                              sofa)
                         Sit over there.

               Bialystock sits on the sofa.

                                     BIALYSTOCK
                              (exasperated)
                         Okay. I'm way over here. Is that 
                         better?

                                     BLOOM
                         It's a little better, but you still 
                         look angry.

                                     BIALYSTOCK
                         How's this?
                              (he smiles sweetly)

                                     BLOOM
                         Good. Good. That's nice. That's very 
                         nice. I think I'm coming out of it 
                         now. Yes. Yes. I'm definitely coming 
                         out of it. Thank you for smiling.  
                         It helped a great deal.

                                     BIALYSTOCK
                              (for want of something 
                              sensible)
                         Well, you know what they say, "Smile 
                         and the world smiles with you."  
                         Heh, heh.
                              (to himself)
                         The man should be in a straight 
                         jacket.
                              (to Bloom)
                         Feeling better?

                                     BLOOM
                         Much, thank you. But I am a little 
                         lightheaded. Maybe I should eat 
                         something. Hysterics have a way of 
                         severely depleting one's blood sugar, 
                         you know.

                                     BIALYSTOCK
                         They certainly do. They certainly 
                         do. Come, let me take you to lunch.

                                     BLOOM
                         That's very kind of you, Mr.  
                         Bialystock, but I...

                                     BIALYSTOCK
                              (interrupting)
                         Nonsense, nonsense, my dear boy. I 
                         lowered your blood sugar, but least 
                         I could do is raise it a little.

               Bloom looks at him suspiciously.

                                     BIALYSTOCK
                         And I promise you faithfully, I won't 
                         discuss that silly scheme to make a 
                         million dollars anymore.

               Bialystock dons his cape and "belasco" hat. From a rack he 
               selects a gold-topped walking stick. He goes to door, opens 
               it, and with a grand flourish, motions Bloom to precede him.

                                     BIALYSTOCK
                         Avanti!

               Bloom graciously complies. They exit.

               CUT TO EXTERIOR. ENTRANCE OF BIALYSTOCK'S OFFICE BUILDING.

               The door opens. It is held by Bialystock. Bloom exits building 
               into street.

                                     BLOOM
                              (to Bialystock, who 
                              is holding door)
                         Thank you.

                                     BIALYSTOCK
                         Je vous empris.

               They turn up 45th street and head toward broadway. Bialystock 
               reaches into his pocket and counts his money. He looks 
               worried. Suddenly his face brightens.

               We see what Bialystock sees.

               CUT TO MURRAY THE BLINDMAN WORKING 45TH STREET.

               CAMERA BACK TO BIALYSTOCK AND BLOOM.

               Bialystock drops a step behind, quickly takes off his hat 
               and flings it through the air.

                                     BIALYSTOCK
                              (pointing to his hat)
                         My hat.

                                     BLOOM
                         I'll get it.

               He races after it.

               Bialystock detours slightly toward Murray the Blindman, who 
               wears a large cardboard sign with the legend: "Murray the 
               Blindman. You can see. I can't. Give!" Inscribed on it. 
               Bialystock reaches down into his cup and grabs a fist full 
               of coins.

                                     BIALYSTOCK
                         Murray, I'm going to lunch. I took 
                         two dollars.

                                     MURRAY THE BLINDMAN
                         Okay, Bialy, that makes six eighty 
                         you owe me.

                                     BIALYSTOCK
                         I know. Don't worry. You'll get it. 
                         You'll get it.

                                     MURRAY THE BLINDMAN
                              (tapping his way along)
                         Well, don't forget about it. I need 
                         it. Nobody understands. I'm competing 
                         with giants. The Greater New York 
                         Fund. The March of Dimes. The 
                         Community Chest. They're driving me 
                         out of business.

               Bloom comes dashing back with hat in hand.

                                     BLOOM
                              (out of breath)
                         I got it, Mr. Bialystock.

               He proffers hat to Bialystock. Bialystock takes it.

                                     BIALYSTOCK
                         Thank you, Leo. And call me Max. You 
                         know, I don't let everybody call me 
                         Max. It's only people I really like.

                                     BLOOM
                              (trying it on)
                         Okay... Max! And you can call me 
                         Leo.

                                     BIALYSTOCK
                         I already have. Come on.

                                     BLOOM
                         Oh.

                                     BIALYSTOCK
                         Where would you like to eat?

                                     BLOOM
                         Well, Max, I don't know, Max. What 
                         do you think, Max?

               Bialystock quietly winces at the surfeit of max.

                                     BIALYSTOCK
                         Let me see... it's such a beautiful 
                         day. Why waste it indoors. I've got 
                         it! Let's go to Coney Island! We'll 
                         lunch at the sea shore.

                                     BLOOM
                         Coney Island??

                                     BIALYSTOCK
                         What's the matter, Leo? Don't you 
                         like Coney Island?

                                     BLOOM
                         I... I love it. I haven't been there 
                         since I was a kid. But it's nearly 
                         two o'clock. I really should be 
                         getting back to Whitehall and Marks.

                                     BIALYSTOCK
                         Nonsense! As far as Whitehall and 
                         Marks are concerned, you're working 
                         with Bialystock, right?

                                     BLOOM
                         Right.

                                     BIALYSTOCK
                         Then stick with Bialystock!

               SWISH PAN CUT TO CONEY ISLAND.

               FAR SHOT OF BIALYSTOCK AND BLOOM AMIDST THE CROWD AT A CUSTARD 
               STAND.

               CAMERA ZOOMS IN. TWO SHOT.

                                     BIALYSTOCK
                              (to Custard Man)
                         We'll have another round.

                                     CUSTARD MAN
                         What kind now, sports?

                                     BIALYSTOCK
                         What kind now, Leo?

                                     BLOOM
                              (he's loosening up)
                         I don't know. Let's see. We've had 
                         chocolate, vanilla, banana - let's 
                         go green.

                                     BIALYSTOCK
                              (to Custard Man)
                         Two pistachios, my good man.

                                     CUSTARD MAN
                         I'm not your good man, I happen to 
                         own this establishment.
                              (he turns to fill the 
                              order)

                                     BIALYSTOCK
                         Everybody's a big shot.
                              (turns to Bloom)
                         Well, Leo, are you having a good 
                         time?

                                     BLOOM
                         I don't know. I think so. I feel 
                         very strange.

                                     BIALYSTOCK
                         Maybe you're happy.

                                     BLOOM
                         Yes. That's it. Happy. Well, whatta 
                         ya think of that. Happy.

               QUICK DISSOLVE TO BIALYSTOCK AND BLOOM ON THE WHIP (A CONEY 
               ISLAND RIDE). They are tightly squeezed into one of the moving 
               seats. They are between "whips".

                                     BLOOM
                              (licking his pistachio 
                              custard.  He is 
                              ecstatic)
                         I love it. I love it. Get set. We're 
                         coming to another turn.

                                     BIALYSTOCK
                              (working, relentlessly 
                              working on Bloom)
                         Bloom, it can always be like this.  
                         Life can be beautiful. Let me show 
                         you. Stick with...

               They hit the turn.

                                     BIALYSTOCK
                         Bialysto-o-o-o-ckk.

               QUICK DISSOLVE TO BARKER SELLING TICKETS IN FRONT OF TUNNEL 
               OF LOVE. MEDIUM SHOT OF EXIT. A little boat comes out. In it 
               are a man and a woman embracing. It is followed by another.  
               In it there is a sailor kissing a girl. Boat number three 
               comes out. In it are Bialystock and Bloom.

               CLOSE IN TO A TIGHT TWO SHOT. Bloom is mesmerized. Bialystock 
               speaks in a soft, enchanting tone.

                                     BIALYSTOCK
                         Money is honey. Money is honey. Money 
                         can put soft things next to your 
                         skin. Silk... satin... women.

               CLOSE-UP OF BLOOM'S EYES. They widen on the word "women."

               QUICK DISSOLVE TO PARACHUTE JUMP. Bialystock and Bloom are 
               seated in a little gondola that swings beneath a huge 
               parachute. They are buckling themselves in.

                                     BLOOM
                         But if we're caught, we'll go to 
                         prison.

                                     BIALYSTOCK
                              (sensing victory, he 
                              marshals his forces 
                              for the final assault)
                         You think you're not in prison now? 
                         Living in a grey little room. Going 
                         to a grey little job. Leading a grey 
                         little life.

                                     BLOOM
                         You're right. You're absolutely right. 
                         I'm a nothing. I spend my life 
                         counting other people's money -- 
                         people I'm smarter than, better than.  
                         Where's my share? Where's Leo Bloom's 
                         share? I want, I want, I want, I 
                         want everything I've ever seen in 
                         the movies!

               The parachute begins to ascend. We follow.

                                     BLOOM
                              (coming out of it)
                         Hey, we're going up.

                                     BIALYSTOCK
                         You bet your boots, Leo. It's 
                         Bialystock and Bloom -- on the rise.  
                         Upward and onward. Say, you'll join 
                         me. Nothing can stop us.

               Bialystock offers his hand to Bloom.

                                     BLOOM
                              (shouting at the top 
                              of his lungs)
                         I'll do it! By God, I'll do it!

               Bloom grabs Bialystock's hand and shakes it firmly.

                                     BIALYSTOCK
                         This is where we belong, Leo. On top 
                         of the world. Top of the world!

               They hit the top. The parachute is released, they quickly 
               plummet down.

                                     BIALYSTOCK
                         Oiiiiiii!!!

                                     BLOOM
                         Ohhhhhhhh!!!

               Bialystock and Bloom drop out of frame.

               SLOW DISSOLVE TO BIALYSTOCK'S OFFICE. NIGHT. OVERHEAD SHOT. 
               Bialystock and Bloom are bathed in a small pool of 
               concentrated light. They are down to their shirt sleeves. 
               They are feverishly reading play manuscripts. All about them 
               are strewn coffee containers, some empty, some half-filled. 
               There is a huge pile of discarded scripts on the floor.

               CUT TO TIGHT SHOT OF LEO BLOOM AS HE READS SCRIPT. He looks 
               up, pushes his glasses back and massages the bridge of his 
               nose.

                                     BLOOM
                         Max, let's call it a night. It's two 
                         in the morning. I don't know what 
                         I'm reading anymore.

               PULL BACK TO TWO SHOT.

                                     BIALYSTOCK
                         Read, read. We've got to find the 
                         worst play ever written.

               Bialystock turns his attention to a new script. He cracks it 
               open and begins reading.

                                     BIALYSTOCK
                         Hmmnn. "Gregor Samsa awoke one morning 
                         to find he had been transformed into 
                         a giant cock-a-roach."

               In a rage Bialystock flings The manuscript onto the pile of 
               discards as he bellows:

                                     BIALYSTOCK
                         It's good!!!

               CAMERA MOVES UP AND WE DISSOLVE THROUGH TO MEDIUM SHOT OF 
               OFFICE. Bialystock and Bloom are thoroughly disheveled and 
               badly in need of a shave.

                                     BLOOM
                              (mumbling to himself 
                              as he reads)
                         Wait a minute, I've read this part.  
                         I'm reading plays I read this morning.

               He gets up, stretches, goes to window and raises shade. 
               Sunlight floods the room. He reels back as though struck.

                                     BLOOM
                         Good lord, it's morning. Let's face 
                         it, we'll never find it.
                              (he turns to face 
                              Bialystock)
                         Max, tomorrow's another day. Today's 
                         another day.

                                     BIALYSTOCK
                              (off-camera.  Crazy 
                              little voice)
                         We'll never find it, eh? We'll never 
                         find it, eh? Ha, ha, ha, ha, ha.

               CUT TO BIALYSTOCK. He is standing. At his feet lies a script.  
               He dances around it, his arms folded across his chest.

                                     BIALYSTOCK
                              (as he does an insane 
                              little jig around 
                              the script)
                         You can't smell it when it's under 
                         your nose. You can't see it when 
                         it's right before your eyes. You 
                         can't feel it when it's in your hand, 
                         when it's in your pocket.

               CUT TO MEDIUM SHOT.

                                     BLOOM
                         Max, what is it? What are you doing?  
                         What's happening?

                                     BIALYSTOCK
                         I'll tell you what's happening.  
                         We've struck gold. Not fool's gold, 
                         but real gold. The mother lode. The 
                         mother lode. The mother of them all.

                                     BLOOM
                              (brightening)
                         You found a flop!

                                     BIALYSTOCK
                         A flop, ha! That's putting it mildly.  
                         A disaster! A catastrophe! An outrage! 
                         A guaranteed-to-close- in-one-night 
                         beauty!

               He bends down, picks up the script and shakes it in Bloom's 
               face.

                                     BIALYSTOCK
                         This is freedom from want forever.  
                         This is a house in the country.  
                         This is a Rolls Royce and a Bentley. 
                         This is wine, women and song and 
                         women.

               Bloom snatches the script from his hands and reads aloud the 
               title.

               CUT TO CLOSE-UP. TITLE OF SCRIPT.

                                     BLOOM
                              (voice over)
                         "SPRINGTIME FOR HITLER, A Gay Romp 
                         with Adolph and Eva in 
                         Berchtesgarten." Fantastic!

               BACK TO TWO SHOT. BIALYSTOCK AND BLOOM.

                                     BIALYSTOCK
                         It's practically a love letter to 
                         Hitler!

                                     BLOOM
                              (ecstatic)
                         It won't run a week!

                                     BIALYSTOCK
                         Run a week? Are you kidding? This 
                         play has got to close in the first 
                         act.

                                     BLOOM
                         Who wrote it?

               CUT TO AUTHOR'S NAME ON THE MANUSCRIPT: By FRANZ LIEBKIND.

               DISSOLVE THROUGH AUTHOR'S NAME TO BIALYSTOCK AND BLOOM, SHAVED 
               AND DAPPER, WALKING DOWN STREET IN A RUN-DOWN TENEMENT 
               NEIGHBORHOOD.

                                     BLOOM
                         Here it is -- 415.

               They march up stoop to number 415. Their motion is arrested 
               by a querulous command issued in phlegmatic tones by the 
               Superintendent of the building (a woman in her late forties) 
               who is leaning out of her window which is adjacent to the 
               stoop.

                                     SUPER
                         Who do you want?

                                     BLOOM
                              (taken aback)
                         I beg your pardon?

                                     SUPER
                         Who do you want? No one gets in the 
                         building unless I know who they 
                         want... I'm the concierge. My husband 
                         used to be the concierge. He's dead. 
                         Now I'm the concierge.

                                     BIALYSTOCK
                              (imperiously)
                         We are seeking Mr. Franz Liebkind.

                                     SUPER
                         Oh, the kraut. He's on the top floor. 
                         Apartment twenty-three.

                                     BLOOM
                         Thank you.

               They start into the building.

                                     SUPER
                         But you won't find him there. He's 
                         up on the roof with his birds. He 
                         keeps birds. Dirty, disgusting, 
                         filthy, lice-ridden birds. You used 
                         to be able to sit out on the stoop 
                         like a person. Not anymore. No sir. 
                         Birds! You get my drift?

                                     BLOOM
                         We... uh... get your drift. Thank 
                         you, Madam.

                                     SUPER
                         I'm not a madam. I'm a concierge.

               Bialystock and Bloom enter the building.

               CUT TO FRANZ LIEBKIND. He is in his early forties. He is 
               wearing, as always, a german helmet. He crouches beside a 
               huge pigeon coop. In his left hand he tenderly holds a pigeon. 
               In his right, a small photo of Adolph Hitler. He shows the 
               picture to the bird. He moves it back and forth until he is 
               sure the bird is focused on it properly.

                                     LIEBKIND
                              (to pigeon)
                         Hilda, look... look good... Hilda, 
                         you're not looking. Hilda, if he 
                         lives, I know you will find him.

               He kisses the bird and tosses it skyward.

               CUT TO ROOF DOOR. Bialystock and Bloom enter onto the roof. 
               They look for Liebkind. He is not on that side of roof. They 
               walk around to other side. As soon as they turn the corner, 
               they spot Liebkind crouched near the coop.

                                     BLOOM
                              (quietly to Bialystock)
                         He's wearing a German helmet.

                                     BIALYSTOCK
                              (in a fierce whisper)
                         Shhh. Don't say anything to offend 
                         him. We need that play.
                              (cups his hands to 
                              his mouth and calls 
                              up to the coop)
                         Franz Liebkind?

               Liebkind is not aware of their presence until he hears his 
               name called.

               Startled, he quickly flips Hitler's picture under his helmet.

                                     LIEBKIND
                              (he speaks with a 
                              German accent)
                         I vas never a member of the Nazi 
                         party. I am not responsible. I only 
                         followed orders. Who are you?

                                     BIALYSTOCK
                         Mr. Liebkind, wait. You don't 
                         understand.

                                     LIEBKIND
                         Vhy do you persecute me? My papers 
                         are in order. I love my country.
                              (he sings)
                         "Oh, beautiful for spacious skies, 
                         For amber vaves of grain."

                                     BIALYSTOCK
                         Mr. Liebkind, wait...

                                     LIEBKIND
                              (singing)
                         "I'm a Yankee Doodle Dandy...

                                     BIALYSTOCK
                              (interrupting)
                         Mr. Liebkind, relax, relax, we're 
                         not from the government. We came 
                         here to talk to you about your play.

                                     LIEBKIND
                         My play? You mean, "Springtime For..." 
                         you know who?

                                     BIALYSTOCK
                         Yes.

                                     LIEBKIND
                         Vat about it?

                                     BIALYSTOCK
                         We loved it. We thought it was a 
                         masterpiece. That's why we're here. 
                         We want to produce it on Broadway.

                                     LIEBKIND
                         You're not, as you Americans say, 
                         dragging my leg, are you?

                                     BLOOM
                         No, not at all sir, we're quite 
                         serious. We want to produce your 
                         play.
                              (he reaches into his 
                              attache case and 
                              displays a legal 
                              looking document)
                         I have the contracts right here.

                                     LIEBKIND
                              (looking up)
                         Oh joy of joys! Oh, dream of dreams!  
                         I can't believe it.
                              (he turns to the 
                              pigeons)
                         Birds, birds, do you hear? Otto, 
                         Bertz, Heintz, Hans, Wolfgang, do 
                         you hear? Ve are going to clear the 
                         Fuhrer's name. Fly, fly, spread the 
                         words.

               He opens the cages and sets the birds free.

                                     LIEBKIND
                              (singing at the top 
                              of his lungs)
                         "Deutchland, Deutchland, uber alles, 
                         Uber alles in der velt."

               Bialystock and Bloom look at each other in alarm.

                                     LIEBKIND
                              (singing for all he's 
                              worth)
                         "Deutchland, Deutchland..."

                                     BLOOM
                              (shouting)
                         Mr. Liebkind, Mr. Liebkind.

               Liebkind stops singing.

                                     LIEBKIND
                         Vat?

                                     BLOOM
                         People can hear you.

                                     LIEBKIND
                         OH.
                              (he sings)
                         "I'm a Yankee Doodle Dandy, Yankee 
                         Doodle is my..." Listen, this is not 
                         place to talk. Come! We go to my 
                         flat. An occasion like this calls 
                         for Schnapps.

               DISSOLVE TO FRANZ LIEBKIND'S APARTMENT. Liebkind has just 
               finished pouring three glasses of schnapps. He puts the bottle 
               on a tray.

                                     LIEBKIND
                              (as he hands glasses 
                              to Bialystock and 
                              Bloom)
                         Mr. Bloom, Mr. Bialystock. Gentleman, 
                         with your permission, I would like 
                         to propose a toast to the greatest 
                         man that ever lived. Let us say his 
                         name quietly to ourselves. The walls 
                         have ears.

               CUT TO TIGHT SHOT OF FRANZ LIEBKIND.

                                     LIEBKIND
                              (a fervent whisper)
                         Adolph Hitler.
                              (he downs drink)

               CUT TO TIGHT SHOT OF BLOOM.

                                     BLOOM
                              (whisper)
                         Sigmund Freud.
                              (he downs drink)

               CUT TO TIGHT SHOT OF BIALYSTOCK.

                                     BIALYSTOCK
                              (whisper)
                         Max Bialystock.
                              (he downs drink)

               BACK TO SCENE.

                                     LIEBKIND
                         I vas vit him a great deal, you know.

                                     BIALYSTOCK
                         With whom?

                                     LIEBKIND
                              (astonished by the 
                              question)
                         Vit the Fuhrer, of course. He liked 
                         me. Out of all the household staff 
                         at Berchtesgarten, I vas his favorite. 
                         I vas the only one allowed into his 
                         chambers at bedtime.

                                     BIALYSTOCK
                         No kidding?

                                     LIEBKIND
                         Oh, sure. I used to take him his hot 
                         milk and his opium. Achhh, those 
                         were the days. Vat good times ve 
                         had. Dinner parties vit lovely ladies 
                         and gentlemen, singing und dancing. 
                         You know, not many people knew about 
                         it, but the Fuhrer vas a terrific 
                         dancer.

                                     BIALYSTOCK
                         Really, I never dreamed...

                                     LIEBKIND
                              (flies into an 
                              indignant rage)
                         That's because you were taken in by 
                         that verdampter Allied propaganda.  
                         Such filthy lies. But nobody said a 
                         bad vord about Winston Churchill, 
                         did they? Oh no, Vin Vit Vinnie!
                              (he gestures V for 
                              victory)
                         Churchill, vit his cigars and his 
                         brandy and his rotten paintings.  
                         Couldn't even say Nazi. He would say 
                         Narzis, Narzis. Ve vere not Narzies, 
                         ve vere Nazis. But let me tell this, 
                         and you're getting it straight from 
                         the horse, Hitler vas better looking 
                         than Churchill, he vas a better 
                         dresser than Churchill, had more 
                         hair, told funnier jokes, and could 
                         dance the pants off Churchill!

                                     BIALYSTOCK
                              (swinging along)
                         That's exactly why we want to do 
                         this play. To show the world the 
                         true Hitler, the Hitler you knew, 
                         the Hitler you loved, the Hitler 
                         with a song in his heart.
                              (to Bloom)
                         Leo, quick, the contract.

               Bloom quickly whips the contract out of his pocket, produces 
               a pen, hands them to Bialystock. Bialystock spreads the 
               contract out on the table before Liebkind.

                                     BIALYSTOCK
                         Here, sign here, Franz Liebkind.  
                         And make your dream a reality.

               He hands Liebkind the pen. Liebkind refuses it.

                                     LIEBKIND
                         Wait. No. How do I know I can trust 
                         you? How do I know you vill present 
                         this play in the manner and spirit 
                         in vhich it vas conceived?

                                     BIALYSTOCK
                         We swear it!

                                     LIEBKIND
                         Not good enough... Vould you be 
                         villing to take the Siegfried oath?

                                     BIALYSTOCK
                         Yes. We would!

               INSERT: CLOSE-UP BLOOM. He looks worried.

                                     LIEBKIND
                         Good. I will make the preparations.

               Liebkind leaves the room.

                                     BLOOM
                              (anxious whisper)
                         Max, I don't want to take any 
                         Siegfried Oath. I don't know what it 
                         is, but I don't want to take it. We 
                         might end up in the German Army.

                                     BIALYSTOCK
                         Shut up, you idiot. He's a harmless 
                         nut. Play along with him. It's almost 
                         in the bag.

               Liebkind enters. He is laden down with all sorts of 
               ritualistic paraphernalia. Liebkind places all the stuff on 
               the table. Without a word to them, he goes to phonograph.

               In a few seconds we hear the opening strains of Wagner's 
               "Ride Of The Valkyries." As the music booms louder, Liebkind 
               addresses them.

                                     LIEBKIND
                         Please to don your helmets.

               From the table they take classic Wagnerian helmets (with 
               horns) and place them on their heads.

                                     LIEBKIND
                         Please to light your candles.

               They each take a huge white candle from the table and light 
               it. Liebkind flicks the light switch. Now they are in the 
               dark except for the glow of their candles.

                                     LIEBKIND
                         Please repeat after me. I solemnly 
                         swear...

                                     BIALYSTOCK AND BLOOM
                         I solemnly swear...

                                     LIEBKIND
                         By the sacred memory...

                                     BIALYSTOCK AND BLOOM
                         By the sacred memory...

                                     LIEBKIND
                         Of Siegfried...

                                     BIALYSTOCK AND BLOOM
                         Of Siegfried...

                                     LIEBKIND
                         Wagner...

                                     BIALYSTOCK AND BLOOM
                         Wagner...

                                     LIEBKIND
                         Nietzche...

                                     BIALYSTOCK AND BLOOM
                         Nietzche...

                                     LIEBKIND
                         Bismark...

                                     BIALYSTOCK AND BLOOM
                         Bismark...

                                     LIEBKIND
                         Hindenburg...

                                     BIALYSTOCK AND BLOOM
                         Hindenburg...

                                     LIEBKIND
                         The Graf Spee...

                                     BIALYSTOCK AND BLOOM
                         The Graf Spee...

                                     LIEBKIND
                         The Blue Max...

                                     BIALYSTOCK AND BLOOM
                         The Blue Max...

                                     LIEBKIND
                         And last, but not least, Adolph... 
                         you know who.

                                     BIALYSTOCK AND BLOOM
                         And last, but not least, Adolph... 
                         you know who.

                                     LIEBKIND
                              (saluting)
                         Heil you know who!

                                     BIALYSTOCK AND BLOOM
                              (spiritlessly saluting)
                         Heil you know who!

                                     LIEBKIND
                         Good. Good. Now ve sign the contract.

                                     BIALYSTOCK
                         Good. Good.
                              (he hands Liebkind 
                              the pen)

                                     LIEBKIND
                         No. No. Not in ink. We'll desecrate 
                         the oath. It must be done in blood.

               CUT TO BLOOM'S FACE. It is a silent oi.

                                     LIEBKIND
                         Fingers, please.

               Bialystock and Bloom extend their forefingers and look the 
               other way. Liebkind pricks them with the sacred safety pin, 
               and squeezes a few drops of blood from each into the sacred 
               vessel (a jar cover). He does the same with his own finger.

                                     LIEBKIND
                         Ve vill sign vit this sacred qvill 
                         taken from the last chicken I served 
                         at Berchtesgarten.

               Liebkind signs. "The Ride Of The Valkyries" reaches its 
               zenith. It echoes through the room as we fade out.

               FADE IN ON BIALYSTOCK AND BLOOM AS THEY WALK UP STREET AWAY 
               FROM TENEMENT. It is late afternoon. They are both wearing 
               swastika arm bands.

                                     BIALYSTOCK
                              (triumphantly whacking 
                              the contract with 
                              the back of his hand)
                         There it is... in red and white! 
                         "Springtime For Hitler," signed, 
                         sealed and delivered.
                              (he notices Bloom's 
                              dour expression)
                         What's the matter with you?

                                     BLOOM
                         Look, I'm just not wearing this arm 
                         band. I don't care how big the deal 
                         is.

                                     BIALYSTOCK
                              (placating him)
                         Okay, take it off, take it off.

               They take off their arm bands and toss them into a litter 
               basket. Bialystock spots a passing taxi. He whistles. It 
               stops.

                                     BIALYSTOCK
                              (to cab driver as he 
                              opens door)
                         The Blue Gypsy.

                                     BLOOM
                              (about to enter cab 
                              with Bialystock)
                         Why are we going to the Blue Gypsy?!

                                     BIALYSTOCK
                              (stopping Bloom from 
                              entering cab)
                         We are not going to The Blue Gypsy.  
                         I am going to The Blue Gypsy.

               Bialystock gets into cab and slams the door. He continues 
               speaking to Bloom through the window.

                                     BIALYSTOCK
                         I have a rendez-vous with a lady of 
                         some means. You see dear Bloom, phase 
                         one is complete, the play is ours. 
                         We are now entering phase two -- the 
                         raising of the money. In the days to 
                         come, you will see very little of 
                         me, for Bialystock is launching 
                         himself into little-old-lady-land.
                              (to cab driver)
                         Avanti!

               The cab speeds away.

               SWISH PAN CUT TO TIGHT SHOT OF LITTLE OLD LADY #3. In her 
               hand she holds a bubbling glass of champagne. She raises it 
               to Bialystock.

               PULL BACK TO TWO SHOT OF BIALYSTOCK AND LITTLE OLD LADY. 
               They are seated in a corner booth of a little Viennese cafe.

                                     LITTLE OLD LADY #3
                         Here's to the success of your new 
                         play.

               Bialystock raises his glass.

                                     BIALYSTOCK
                         Our play, my love.

               He gallantly intertwines his arms in hers in a lover's toast.  
               It is hard to drink with arms entwined, especially if one of 
               the arms is attached to a little old lady. The toast is a 
               fiasco, Bialystock getting most of the champagne over his 
               vest and trousers.

                                     LITTLE OLD LADY #3
                         Oh, I'm sorry, Bialy, did I wet you?

                                     BIALYSTOCK
                         Think nothing of it, my dear. A mere 
                         trifle. A mere trifle. Did you bring 
                         your checkbook?

                                     LITTLE OLD LADY #3
                         It's right here in my purse and I 
                         made it out just as you told me -- 
                         to cash. That's a funny name for a 
                         play.

                                     BIALYSTOCK
                         Think nothing of it.

               She snaps open her little beaded purse, takes out the check 
               and begins to hand it to Bialystock. At this moment, we are 
               assaulted by the passionate sound of a crying violin.

               CAMERA PULLS BACK TO REVEAL A VIOLINIST IN GYPSY ATTIRE 
               CLOSING IN ON THE TABLE. The little old lady is delighted by 
               the violinist and unfortunately for Bialystock stops the 
               passage of the check as her attention is diverted. Bialystock 
               cautiously reaches out to snatch the check but each time 
               that he does, a turn in the music makes the little old lady 
               clutch her heart. Bialystock is very unhappy. He quietly 
               brings his foot from beneath the table and places it directly 
               over the foot of the violinist.

               CUT TO CLOSE-UP OF BIALYSTOCK'S FOOT POISED OVER VIOLINIST'S 
               FOOT. Bialystock proceeds to crush violinist's foot.

               CUT TO VIOLINIST'S FACE. Somehow it conveys to us all the 
               misery and pain of the human condition. With eyes crossed by 
               grief, he limps to another table. Bialystock quickly reaches 
               out and snatches the check.

               SWISH PAN CUT TO HANSOM CAB THREADING ITS WAY THROUGH CENTRAL 
               PARK. NIGHT.

               CUT TO INTERIOR OF CAB. Bialystock is cozily ensconced with 
               Little old lady #4.

                                     BIALYSTOCK
                              (taking check from 
                              old lady)
                         Thank you, my dear.

                                     LITTLE OLD LADY #4
                         Oh, Bialy, Bialy, tell me again. 
                         Tell me again.

                                     BIALYSTOCK
                         Edna, I swear on my life, you don't 
                         look a day over sixty-five.

               SWISH PAN CUT TO CITY TRAFFIC. DAY. A taxi fills the screen.  
               As it moves out of frame, we discover Bialystock and little 
               old lady #5 astride a red and white honda motor scooter. As 
               they roar past the camera, Bialystock shouts.

                                     BIALYSTOCK
                         Clear the road! Clear the road!

                                     LITTLE OLD LADY #5
                              (clutching Bialystock 
                              fiercely)
                         Go, Bialy, baby, go!

               SWISH PAN CUT TO POSH PARK AVENUE APARTMENT. NIGHT. A private 
               concern is in progress. A thin, consumptive-looking young 
               man fingers his way through a chopin nocturne.

               CAMERA SLOWLY PANS THE ROOM. Seated in a semi-circle around 
               the piano on various pieces of delicate empire furniture is 
               an austere group of elderly dignified patrons of the arts. 
               Suddenly an old lady's shriek rends the air. Everyone's head 
               turns.

                                     LITTLE OLD LADY #6
                              (slightly flustered)
                         Go on with the concert! Go on with 
                         the concert! It's nothing. Nothing.

               Bialystock stares straight ahead.

                                     LITTLE OLD LADY #6
                              (to Bialystock, smiling)
                         You dirty man.

               SWISH PAN CUT TO NEW YORK STREET. Old fashioned limousine 
               pulls into view. The window shades are drawn. As it passes, 
               we detect strange sounds emanating from the interior.

                                     LITTLE OLD LADY #7
                              (off camera)
                         Tee hee, ha ha ha, ho ho, ooo, ooo, 
                         teehee hee.

                                     BIALYSTOCK
                              (off camera, 
                              simultaneously)
                         Heh, heh, heh. Hah, hah, hah.

               The car drives out of frame.

               SWISH PAN CUT TO SCULPTOR'S ATELIER. DAY. An ancient little 
               old lady wearing a sculptor's smock is feebly chipping away 
               with chisel and hammer at a huge square block of marble. She 
               makes not a scratch on it.

               CAMERA DOLLIES BACK TO REVEAL BIALYSTOCK, HER SUBJECT, 
               STANDING NUDE, EXCEPT FOR LOIN CLOTH, HOLDING UP AN ENORMOUS 
               GLOBE. He is obviously atlas.

                                     LITTLE OLD LADY #8
                              (stepping back to 
                              admire her work)
                         Well, Bialy, how's it coming?

                                     BIALYSTOCK
                         It's beautiful, Alma, beautiful.
                              (to the heavens)
                         Oi.

               SWISH PAN CUT TO LIVING ROOM. NIGHT. Bialystock, dressed as 
               a turkish slave, is asleep on the sofa. The room has been 
               done in a byzantine decor. The strains of Scheherazade softly 
               fill the room. Suddenly a whip comes flashing into the frame 
               and whacks against the torso of the sleeping Bialystock.

               SHOT WIDENS TO REVEAL 'HOLD ME, TOUCH ME' WIELDING THE WHIP. 
               She is dressed in an 'Aarabian Nights' costume.

                                     HOLD ME, TOUCH ME
                         Dance! Dance, slave!

               Bialystock is up in a flash and into a quick turkish time 
               step so as to avoid the deadly lash.

                                     BIALYSTOCK
                         How's this?

                                     HOLD ME, TOUCH ME
                         Faster, faster, you dog. Excite me, 
                         delight me. Hold me, touch me.

               CUT TO CLOSE-UP OF BIALYSTOCK'S FACE AS HE DANCES.

                                     BIALYSTOCK
                              (murmuring to himself)
                         Money is honey, money is honey.

               DISSOLVE TO BIALYSTOCK'S OFFICE. NIGHT. Bialystock is seated 
               at the desk. On one side of him is a large stack of signed 
               investor contracts. On the other an equally large pile of 
               unsigned ones. Bialystock signs furiously, as Bloom feeds 
               the contracts to him.

                                     BLOOM
                              (handing Bialystock 
                              contract)
                         Mrs. Sarah Catheart. She owns 50% of 
                         the profits.

               Bialystock dutifully signs. Bloom takes another and places 
               it before Bialystock.

                                     BLOOM
                         Mrs. Eleanor Biddlecombe. She also 
                         owns 50% of the profits.

               Bialystock signs. Bloom puts the next one down.

                                     BLOOM
                         Mrs. Virginia Resnick. She also owns 
                         50% of the profits.

               Bialystock signs. Bloom takes another.

                                     BLOOM
                         Mrs. Alma Wentworth. She owns 100% 
                         of the profits.

               Bialystock signs. Then looks up at Bloom.

                                     BIALYSTOCK
                         Leo, what if this play is a hit?

                                     BLOOM
                         Then the Department of Justice owns 
                         100% of Bialystock and Bloom.

                                     BIALYSTOCK
                              (Bloom's thought makes 
                              him unhappy)
                         OI. I'm depressed. Leo, do me a favor. 
                         Open the safe. I want to see the 
                         money.

               Leo, humoring him, spins the combination dial on safe and 
               opens it.

               CUT TO INSIDE OF SAFE. It is jammed full of neatly stacked 
               piles of money.

               CUT TO BIALYSTOCK ON HIS HANDS AND KNEES IN FRONT OF SAFE.

                                     BIALYSTOCK
                              (to himself. Inhales 
                              deeply)
                         That's better.

               Bialystock takes out a stack of neatly folded bills. He smells 
               it, kisses it and puts it in his pocket.

                                     BLOOM
                         What are you doing?

                                     BIALYSTOCK
                         I'm going to buy a toy. I worked 
                         very, very hard and I think I deserve 
                         a toy.

                                     BLOOM
                              (quizzically)
                         A toy?

               DISSOLVE TO CLOSE-UP, FACE OF A GORGEOUS BLONDE, ULLA. DOLLY 
               BACK TO REVEAL THE REST OF HER. She is incredibly well-
               endowed.

               CUT TO BIALYSTOCK AND BLOOM. Their eyes glued to her form.

                                     BLOOM
                         That's a toy?

                                     BIALYSTOCK
                         Yes. She's an adult, educational toy 
                         made in Sweden for children over 
                         fifty.

               Bloom stares at him.

                                     BIALYSTOCK
                         Stop looking at me like that. She's 
                         not an indulgence. She happens to be 
                         our new receptionist. She goes with 
                         our new surroundings.

               QUICKLY PAN POSH NEW WALL-PAPER, FURNISHINGS, ETC.

                                     BIALYSTOCK
                         Ulla, I'd like you to meet my partner 
                         and associate, Mr. Leo Bloom.

                                     ULLA
                         Got dag pa dig.

                                     BLOOM
                         How do you do.
                              (to Bialystock)
                         Have you gone mad? A receptionist 
                         that can't speak English. What will 
                         people say?

                                     BIALYSTOCK
                         They'll say, "Oooh, wah, wah, wah, 
                         ooh, ooh."

                                     BLOOM
                         What is she gonna do here?

                                     BIALYSTOCK
                         I'll show you. Ulla, go to work.

                                     ULLA
                         Ya, sur.

               Ulla goes to phonograph and places needle on record. The 
               driving sound of a twist fills the room. Ulla sensuously 
               twists, vibrates, frugs, watusis and rocks her body in time 
               with music.

                                     BIALYSTOCK
                         See, it helps the day go by. Ulla, 
                         okay. Okay.

               Ulla stops, goes to phonograph and takes needle off.

                                     BIALYSTOCK
                         Go to desk. Answer telephone.

               He picks up phone to show her.

                                     BIALYSTOCK
                         Bialystock and Bloom. Bialystock and 
                         Bloom.

                                     ULLA
                              (repeating to herself 
                              as she leaves)
                         Bialystock and Blum. Bialystock and 
                         Blum. Bialystock and Blum. Got dag 
                         pa dig. Bialystock and Blum.

                                     BIALYSTOCK
                              (to Bloom, opening up 
                              a box on his desk)
                         Hey, Blum, have a cigar.

                                     BLOOM
                         No thanks.

               Bialystock takes an enormous black cigar.

                                     BLOOM
                         Max, maybe...

               Bialystock reaches under his desk. Presses buzzer. We hear 
               buzzing sound in ante-room.

                                     BLOOM
                         What's that?

                                     BIALYSTOCK
                         Nothing. Nothing. Go on.

               Ulla enters. Goes to desk, picks up cigarette lighter, lights 
               Bialystock's cigar, kisses him.

                                     ULLA
                              (pinching Bialystock's 
                              cheek)
                         Min Bialystock.

               Ulla leaves.

                                     BIALYSTOCK
                         Nice girl.

                                     BLOOM
                         Max, as I was saying, maybe we should 
                         go easy on the spending. I mean these 
                         offices and everything.

                                     BIALYSTOCK
                         Why? Take it when you can get it! 
                         Flaunt it, baby, flaunt it!

                                     BLOOM
                         But if something should... God 
                         forbid... go wrong, at least we could 
                         give them some of their money back.  
                         It would look better in court.

                                     BIALYSTOCK
                         Stop talking like that, you white 
                         mouse! Nothing's going to go wrong. 
                         As a matter of fact, today I have 
                         taken steps to insure total disaster.  
                         At two o'clock we have an appointment 
                         with none other than Roger De Bris.

                                     BLOOM
                              (searching)
                         Roger De Bris. Roger De Bris. Oh 
                         yes, the director. Is he good... I 
                         mean bad?

                                     BIALYSTOCK
                         Roger De Bris is the worst director 
                         that ever lived.

                                     BLOOM
                         Do you think he'll take the job?

                                     BIALYSTOCK
                         Only if we ask him.

               Bialystock consults his watch.

                                     BIALYSTOCK
                         Come on. We'd better hurry. We're 
                         late.

               Bialystock buzzes. Ulla enters.

                                     BIALYSTOCK
                         Call chauffeur. Get car.

                                     ULLA
                              (smiling)
                         Good. Good. We go Motel.

                                     BIALYSTOCK
                         No. We go.
                              (he indicates Bloom 
                              and himself)

                                     ULLA
                         You, Blum go Motel.

                                     BIALYSTOCK
                         No. No Motel. Get car. Get car.

                                     ULLA
                              (as she leaves)
                         Get car. Get car.

                                     BIALYSTOCK
                         Very nice girl.

               DISSOLVE TO STREET IN FRONT OF CHIC TOWNHOUSE UPPER SIXTIES. 
               DAY. A white Rolls Royce limo pulls up. A liveried chauffeur 
               with small latin-type mustache gets out and opens door for 
               passengers. Bialystock and Bloom get out.

                                     BIALYSTOCK
                              (to chauffeur)
                         Thank you, Rudolfo.

               Bialystock and Bloom climb the steps to the front door. 
               Bialystock pushes the doorbell. We hear chimes.

                                     BIALYSTOCK
                              (whispering)
                         Now don't let anything he does or 
                         says upset you. He's a little 
                         peculiar.

                                     BLOOM
                         What do you mean?

               The door opens. Framed in the doorway is a thin, strange 
               looking man in a black turtleneck sweater. (Carmen Giya) he 
               contemplates them coldly.

                                     CARMEN
                         Yesssssss?

                                     BIALYSTOCK
                         I am Max Bialystock. This is my 
                         associate, Mr. Bloom. We have an 
                         appointment with Mr. De Bris.

                                     CARMEN
                         Ah, yes, you're expected. Please 
                         come in.

               They enter the vestibule. Carmen closes the door behind them.

                                     CARMEN
                         How do you do. I'm Carmen Giya, Mr.  
                         De Bris' private secretary. Would 
                         you be so kind as to remove your 
                         shoes.

               Bialystock and Bloom look at each other bewildered.

                                     CARMEN
                         White, white, white is the color of 
                         our carpets.

               Bialystock and Bloom remove their shoes.

                                     CARMEN
                              (to Bloom indicating 
                              a rack of slippers)
                         Now, let's see, you're wearing grey.  
                         I would suggest the crimson. They're 
                         a little vivid, but your suit is so 
                         quiet.
                              (to Bialystock, 
                              studying his mish 
                              mash attire)
                         Why don't you... Oh, take anything.  
                         Please follow me.

               Carmen leads the way. Bialystock and Bloom scuff after him. 
               We follow them down a narrow corridor lined with examples of 
               classic greek sculpture -- each one depicting nude males in 
               various poses.

               INT: ELEVATOR.

               CUT TO ROGER DE BRIS' BOUDOIR SITTING ROOM. It is elegantly 
               feminine.

               Chaise lounge, antique mirrors, Louis XVI armoire and dressing 
               table. From behind an ornate dressing screen, we hear muffled 
               sounds of discontent.

                                     DE BRIS
                              (from behind screen)
                         I'll never get into this damned thing.

               CUT TO BOUDOIR ENTRANCE. Carmen, Bialystock and Bloom enter.

                                     CARMEN
                              (to De Bris)
                         We're not alone.

               De Bris' head pops over the screen. He is a once handsome, 
               now dissipated man in his late forties.

                                     DE BRIS
                         Ah, Messers Bialystock and Bloom, I 
                         presume. Ha, ha, ha, forgive the 
                         pun.

                                     BLOOM
                              (to Bialystock)
                         What pun?

                                     BIALYSTOCK
                              (a curt whisper)
                         Shut up. He thinks he's witty.
                              (to De Bris)
                         It's good to see you again, Roger.  
                         Did you get a chance to read 
                         "Springtime For Hitler?"

               De Bris emerges from behind the screen. He is wearing a "Lady 
               Windermere's fan" style dress.

                                     DE BRIS
                         Remarkable. Remarkable. A stunning 
                         piece of work.

                                     BLOOM
                              (shocked, whispers)
                         Max! He's wearing a dress.
                              (his mouth remains 
                              open)

                                     BIALYSTOCK
                         Shhhhhh.

                                     DE BRIS
                              (continuing)
                         I think it's a very important play. 
                         I, for one, never realized that the 
                         Third Reich meant Germany. I mean 
                         it's drenched with historical goodies 
                         like that.

               De Bris is suddenly aware of Bloom's expression. (Bloom's 
               mouth is still agape.)

                                     DE BRIS
                         Oh, dear, you're staring at my dress.  
                         I should explain. I'm going to the 
                         Choreographer's Ball tonight. There's 
                         a prize for the best costume.

                                     CARMEN
                              (smugly)
                         We always win.

                                     DE BRIS
                              (looking in the mirror)
                         I'm not so sure about tonight. I'm 
                         supposed to be the Grand Duchess -- 
                         I think I look more like Tugboat 
                         Annie. What do you think?

               He parades back and forth, executing sharp turns like a model 
               at a fashion show.

                                     DE BRIS
                         No be cruel. Be brutal. Be brutal. 
                         Because heaven knows they will. Well, 
                         what do you think, Mr. Bloom?

                                     BLOOM
                              (very embarrassed)
                         Well, it's... uh... it's nice and 
                         long... I mean, it's... uh... uh... 
                         where do you keep your wallet?

                                     BIALYSTOCK
                              (jumping in)
                         It's gorgeous. Absolutely gorgeous.  
                         You couldn't have picked a better 
                         color. It brings out your eyes. Let's 
                         face it, Roger, that dress is you.

                                     DE BRIS
                              (his eyes flashing 
                              flirtatiously)
                         Do you really think it brings out my 
                         eyes?

                                     CARMEN
                              (irritated)
                         We can't tell a thing without your 
                         wig. As far as I'm concerned, you're 
                         only half-dressed.

                                     DE BRIS
                         Ummmm. Well, if you're so worried 
                         about the wig, get it, o' wicked 
                         witch of the west.

               Carmen turns in a huff and leaves to get the wig. De bris 
               reaches into cut crystal cigarette box, takes cigarette, 
               taps it, and holds it for a light.

                                     BIALYSTOCK
                              (in a whisper to Bloom)
                         Quick, light his cigarette. He likes 
                         you.

               Bloom nervously reaches for a book of matches, rips one out 
               and strikes it. It doesn't light. He tries another and 
               another. One finally catches fire. He tries to hold it steady, 
               but he is too nervous. De Bris firmly places his hand over 
               Bloom's to steady the flame.

                                     DE BRIS
                         Didn't I meet you on a summer cruise?

               He lights the cigarette but continues to hold Bloom's hand.

                                     BLOOM
                         I've... I've... never been on a 
                         cruise.

                                     DE BRIS
                         Oh, quel dommage.

               Carmen enters carrying wig. He sees De Bris holding Bloom's 
               hand.

                                     CARMEN
                              (snidely)
                         Oh, I see we're getting acquainted.

               De Bris drops Bloom's hand and turns on Carmen.

                                     DE BRIS
                         How would you like to go back to 
                         teasing hair, big mouth?

                                     BIALYSTOCK
                         Roger, do you mind if we talk a little 
                         business?

                                     DE BRIS
                         Please, please, that's what we're 
                         here for.
                              (to Carmen, who is 
                              adjusting the wig)
                         Be careful, that hurt.

                                     BIALYSTOCK
                         I think this would be a marvelous 
                         opportunity for you, Roger. Up to 
                         now, you've always been associated 
                         with musicals, and...

                                     DE BRIS
                         Yes. Dopey show-girls in gooey gowns. 
                         Two-three-kick-turn! Turn-turn-kick-
                         turn! It's enough to make you throw 
                         up! At last a chance to do straight 
                         drama! To deal with conflict, with 
                         inner truth. Roger De Bris presents 
                         history.  Of course, I think we should 
                         add a little music. That whole third 
                         act has got to go. They're losing 
                         the war. It's too depressing. We'll 
                         have to put something in there.
                              (gripped by his vision)
                         Aaahghhh! I see it! A line of 
                         beautiful girls, dressed as Storm 
                         Troopers, black patent leather boots, 
                         all marching together... Two-three-
                         kick-turn! Turn-turn-kick-turn!

                                     BIALYSTOCK
                         That's genius. That's genius. Roger, 
                         I think I speak for Mr. Bloom and 
                         myself when I say that you're the 
                         only man in the world who can do 
                         justice to SPRINGTIME FOR HITLER.

                                     DE BRIS
                              (in one rush)
                         Wait a minute. This is a very big 
                         decision. It might effect the course 
                         of my entire life. I'll have to think 
                         about it. I'll do it.

               De Bris extends his hand. Bialystock shakes it.

                                     BIALYSTOCK
                         Congratulations.

                                     DE BRIS
                              (to Carmen)
                         Get on the phone. Send out a casting 
                         call. Call every agent in town. I 
                         want to see everybody. Everybody.

               DISSOLVE TO STAGE DOOR OF BROADWAY THEATRE. DAY. Sign on 
               door reads: CASTING TODAY -- SPRINGTIME FOR HITLER.

               QUICK DISSOLVE TO INTERIOR OF THEATRE. The place is a 
               madhouse. Hundreds of would-be Hitlers fill the stage. Each 
               and every one with the Fuhrer's haircut and little square 
               mustache. There are tall Hitlers, short Hitlers, fat Hitlers, 
               skinny Hitlers, method Hitlers, shakespearean Hitlers, all 
               kinds Hitlers.

               CUT TO FIRST ROW OF AUDIENCE. Seated there, watching the 
               bedlam, are Bialystock and Bloom, De Bris, Carmen Giya and 
               Franz Liebkind.

                                     BIALYSTOCK
                              (looking for the least 
                              likely Hitler)
                         Roger, what about that one? The fat 
                         Hitler on the right?

                                     DE BRIS
                         I don't know. I rather fancy that 
                         one.

               CUT TO BEAUTIFUL, BLOND, MUSCULAR, YOUNG MAN, WHO LOOKS AS 
               IF HE IS POSING FOR "BODY BEAUTIFUL." He bears not the 
               slightest resemblance to hitler even though he does sport a 
               little black mustache.

               CUT BACK TO BIALYSTOCK.

                                     BIALYSTOCK
                         Not bad. Not bad. What do you think, 
                         Franz?

                                     LIEBKIND
                              (very emotional)
                         I don't know. I don't know. For some 
                         strange reason, I'm deeply moved.
                              (he wipes away a tear)

                                     DE BRIS
                              (getting to his feet)
                         Oh, this is bedlam, bedlam. We must 
                         have some order.

               De Bris, followed by Carmen, hops to the stage and addresses 
               the milling mob.

                                     DE BRIS
                              (clapping his hands 
                              for attention)
                         Will all the dancing Hitlers please 
                         wait in the wings. We're only taking 
                         the singing Hitlers.

               As the dancing Hitlers leave the stage, Carmen arranges the 
               singing Hitlers so that they are in a long straight line 
               against the back of the stage wall. Carmen reads out a name 
               and the first singing hitler walks downstage to audition. 
               Except for a sporty little Hitler mustache, he bears little 
               resemblance to the Fuhrer.

                                     CARMEN
                         Arthur Packard.

                                     DE BRIS
                         Hello, Arthur. Tell us something 
                         about yourself.

                                     ARTHUR PACKARD
                              (in a strangulated 
                              tenor's voice)
                         I was the lead tenor of the 
                         Albuquerque Opera Company for two 
                         seasons. I just finished a road tour 
                         of STUDENT PRINCE. And last season I 
                         was up for the lead in the Broadway 
                         production of Circus Man.

                                     DE BRIS
                         What happened?

                                     ARTHUR PACKARD
                         I didn't get it.

                                     DE BRIS
                         What are you going to sing for us 
                         Arthur?

               As Arthur tells him the title of his song, De Bris mouths it 
               word for word toward his friend, Carmen.

                                     ARTHUR PACKARD
                         The soliloquy from CAROUSEL.

               From the pit the piano plays a four bar introduction.

                                     ARTHUR PACKARD
                              (sings)
                         My boy Bill will be strong and as 
                         tall as a...

                                     DE BRIS
                         Thank you.

               Arthur shrugs and leaves the stage.

                                     DE BRIS
                         Next please.

                                     CARMEN
                         Jason Green.

               Jason Green comes downstage. He is a big, barrel-chested 
               man. He also wears Hitler-type mustache.

                                     DE BRIS
                         Well, Jason, what have you been doing 
                         lately?

                                     JASON GREEN
                              (in basso profundo)
                         For the last sixteen years, I've 
                         been touring with "Naughty Marietta."

                                     DE BRIS
                         Good. And what are you going to sing 
                         for us, Jason?

               As Jason tells him the song's title, De Bris once again mouths 
               it word for word with him.

                                     JASON GREEN
                         "Stout-Hearted Men."

               Beginning of "Stout-Hearted Men" montage.

               There is a short piano introduction.

                                     JASON GREEN
                              (singing)
                         "Give me some men Who are stout-
                         hearted men Who will fight for the 
                         right they adore."

                                     DE BRIS
                              (off-camera voice)
                         Thaaank you.

               DISSOLVE TO A NEW HITLER SINGING (LITTLE BALD MAN)

                                     BALD HITLER
                              (singing)
                         "Show me some men Who are stout-
                         hearted men And I'll soon show you 
                         ten thousand more."

                                     DE BRIS
                              (off-camera voice)
                         Thaaank you.

               DISSOLVE TO ANOTHER HITLER (ITALIAN BASSO)

                                     ITALIAN HITLER
                              (singing)
                         "Shoulder to shoulder and bolder and 
                         bolder They grow as they march to 
                         the war."

                                     DE BRIS
                              (voice off camera)
                         Thaaank you.

               DISSOLVE TO DELICATE HITLER

                                     DELICATE HITLER
                              (singing)
                         "There is nothing in this world can 
                         halt or mar our plan."

                                     DE BRIS
                              (voice off camera)
                         Thaank you.

               DISSOLVE TO SHORT-HAIRED WOMAN HITLER

                                     SHORT-HAIRED WOMAN HITLER
                         "When stout-hearted men Will get 
                         together man to man."

                                     DE BRIS
                              (voice off camera)
                         Thaaank you.

               CUT TO CARMEN GIYA ON STAGE. It is now empty.

                                     CARMEN
                         Well, that's it.

               CUT TO FIRST ROW OF AUDIENCE. Slow pan Bialystock, Bloom, De 
               Bris, and Liebkind. They are tired, disheveled and unhappy.

                                     BLOOM
                         I think that's enough Hitlers for 
                         one day. Maybe we'll get lucky 
                         tomorrow.

                                     BIALYSTOCK
                         You think out of all those Hitlers 
                         you could find just one...

                                     LIEBKIND
                         It was the same thing in Germany.  
                         We looked for years before we found 
                         the right Hitler.

               From off-stage we hear the sharp click of boots approaching.  
               All eyes turn toward the stage. From out of the wings steps

               A young person in a leather doublet, high leather boots, and 
               extremely long hair. It carries a guitar. Until it speaks, 
               we are not sure whether it is a young man or a young woman. 
               (LORENZO ST. DU BOIS)

                                     LSD
                         Hey, man.

                                     CARMEN
                         I beg your pardon.

                                     LSD
                         Is this where they're auditioning 
                         Boomerang?

                                     CARMEN
                              (studying him coldly)
                         No, I'm afraid you've wandered into 
                         the wrong theatre.

                                     LSD
                              (to himself, as he 
                              starts to leave)
                         Man, freaked out again.

                                     BIALYSTOCK
                              (leaping to his feet)
                         Wait! This is Boomerang. This is 
                         Boomerang.

                                     DE BRIS
                              (to Bialystock)
                         What are you saying?

                                     BIALYSTOCK
                         Let's hear him. What have we got to 
                         lose?
                              (to LSD)
                         What's your name?

                                     LSD
                         Lorenzo Saint DuBois. But everybody 
                         calls me LSD.

                                     DE BRIS
                         What have you done, LSD?

                                     LSD
                         Six months, I'm out on probation, 
                         but it's cool now, baby.

                                     DE BRIS
                         I mean in show business.

                                     LSD
                         Oh, in show business. Well, let's 
                         put it this way, my next job will be 
                         my debut.

                                     DE BRIS
                         What do you do best?

                                     LSD
                         Hey, man, I can't do that here, that's 
                         what they put me away for.

                                     DE BRIS
                         Oh, sing. Sing!

                                     LSD
                         Hey, baby, that's where they put me, 
                         Sing-Sing. How'd you know that, you 
                         been up?

                                     DE BRIS
                              (a little hysterical)
                         Sing a song! Just sing a song!

                                     LSD
                         Here's a little thing I think you're 
                         going to see on the charts any day.  
                         I wrote it last night in my sleep.  
                         It's a Hindu Zen Folk Rock Ballad.

               LSD sings "I'm The Victim Of A Multi-Mystic Freak-Out." The 
               song is geared to the au courant "raga rock" beat. Phrases 
               such as, "Connect with the infinite" and "Turn on the world." 
               Lorenzo finishes the number.

               CUT TO BIALYSTOCK, BLOOM, LIEBKIND AND DE BRIS. They are 
               stunned. Bialystock is the first to recover.

                                     BIALYSTOCK
                              (shouting)
                         That's our Hitler!

                                     LIEBKIND
                              (howls of despair)
                         Vaaaat???

                                     BIALYSTOCK
                              (quickly)
                         Franz, don't you see, Hitler was a 
                         man of his time. This is a man of 
                         his time.

                                     LIEBKIND
                         But he has long hair!

                                     BIALYSTOCK
                         Don't look at the outside, look at 
                         the inside. It's the inner Hitler 
                         we're after. The young beautiful 
                         Hitler, who danced his way to glory.

                                     LIEBKIND
                         I don't know. I don't know.

                                     DE BRIS
                              (he has been studying 
                              LSD intensely)
                         Could be an exciting piece of off- 
                         beat casting. Of course, we'd have 
                         to do something about that coiffure.

                                     LIEBKIND
                         But he's so crazy, he's so sloppy, 
                         he's so... so... American!

                                     BIALYSTOCK
                         Franz, trust me. I promise I won't 
                         let you down.

                                     LIEBKIND
                         All right, but remember, if you damage 
                         the Fuhrer's reputation, I kill you.

               DISSOLVE TO MARQUEE OF BROADWAY THEATRE. MARQUEE READS:

                         OPENING TONIGHT - SPRINGTIME FOR HITLER.

                                Directed by ROGER DE BRIS.

               PAN DOWN TO THEATRE ENTRANCE. The sidewalk is choked with 
               opening nighters, all aglitter in diamonds, furs and elegant 
               tuxedos. Luxurious black limousines pull up to the curb, 
               depositing their rich contents, the majority of which are 
               Little old ladies.

               CUT TO LOBBY. There in the midst of the swirling confusion 
               stand Bialystock and Bloom in their opening night tails. 
               Bialystock is resplendent in a black silk cape, lined in 
               crimson satin. Bloom's tails are obviously rented. They are 
               near the ticket taker. As some of the opening night 
               "supporters" enter the theatre, they shout encouragements to 
               Bialystock and Bloom. To each of the well-wishers, Bialystock 
               responds with a smile and a mumble. They get the smile, we 
               hear the mumble.

                                     FIRST WELL-WISHER
                              (a silver-haired 
                              gentleman in his 
                              late fifties)
                         Good luck, Max, I hope it's a big 
                         hit.

                                     BIALYSTOCK
                              (mumbling)
                         Bite your tongue.

                                     SECOND WELL-WISHER
                              (a little old lady)
                         We're gonna do it this time, Bialy, 
                         I just know it.

                                     BIALYSTOCK
                         I hope you lose your bloomers.

                                     THIRD WELL-WISHER
                              (another old lady)
                         My prayers go with you, Bialy.

                                     BIALYSTOCK
                         God Forbid.

               CUT TO LIMOUSINE PULLING UP IN FRONT OF THEATRE. Doorman 
               opens door, assists rich couple out of car. Limousine pulls 
               away. A motorcycle with side-car roars up to front of theatre. 
               At the handlebars, beautifully decked out in tuxedo and his 
               ever popular german helmet is Franz Liebkind.

               CAMERA FOLLOWS LIEBKIND AS HE ENTERS LOBBY. He makes his way 
               through the milling throng toward Bialystock and Bloom.

                                     LIEBKIND
                              (to Bialystock and 
                              Bloom, very seriously)
                         Gentlemen, this is a very momentous 
                         moment.

               He clicks his heels and shakes hands with each of them.

                                     LIEBKIND
                              (to Bloom)
                         Good luck.
                              (to Bialystock)
                         Good luck.

               He starts into theatre, stops, turns back to Bialystock and 
               Bloom.

                                     LIEBKIND
                              (a mad gleam in his 
                              eye)
                         Tonight, New York. Tomorrow, the 
                         world!

               He turns triumphantly and enters the theatre.

                                     OFF-CAMERA VOICE (GIRL)
                         Check your hat?

                                     LIEBKIND
                              (off camera)
                         No!!

                                     BIALYSTOCK
                         So much for Nutsy Fagin.

                                     BLOOM
                              (nudging Bialystock, 
                              whispers)
                         Here comes the Times Drama Critic.

                                     BIALYSTOCK
                         Watch closely, as Bialystock drives 
                         the last nail into the coffin.

               Bialystock ambles over to the times critic, who has stopped 
               to chat with some people.

                                     BIALYSTOCK
                         Always delighted to see the gentlemen 
                         of the press. There you are, sir. 
                         Two on the aisle, compliments of the 
                         management.
                              (he smiles unctuously)

                                     DRAMA CRITIC
                              (haughtily accepting 
                              tickets)
                         Thank you. Here, wait a minute. There 
                         seems to be some mistake. There's a 
                         hundred dollar bill wrapped around 
                         these tickets.

                                     BIALYSTOCK
                              (conspiratorially)
                         It's no mistake. Enjoy the show.

                                     DRAMA CRITIC
                              (outraged)
                         Mr. Bialystock, just what do you 
                         think you're doing?

                                     BIALYSTOCK
                         I'm bribing you. And if you play 
                         ball, there's a lot more where that 
                         came from.

               Bialystock winks and saunters off.

                                     DRAMA CRITIC
                              (blustering with rage)
                         I... I... I... How dare he! I've 
                         never been so insulted in my life!  
                         The gall of the man! The incredible 
                         gall of the man! I'll fix his wagon.

               The critic stalks into the theatre. As he passes Bialystock, 
               he contemptuously flings the hundred dollar bill to the floor.  
               He disappears through the door.

                                     OFF-CAMERA VOICE
                         Check your hat?

                                     DRAMA CRITIC
                              (off camera)
                         No!!

               Bialystock reaches down, picks up crumpled dollar bill, 
               straightens it out, puts it in his pocket.

                                     BIALYSTOCK
                              (grinning like a 
                              Cheshire cat)
                         Heh, heh, heh. He'll kill us.

               From inside the theatre, we hear the overture beginning. 
               Lights in the lobby blink.

                                     BLOOM
                         Come on, they've started the overture.

               Bialystock and Bloom enter the theatre.

               CUT TO REVERSE ANGLE. Bialystock and Bloom entering darkened 
               theatre. They take positions at the back of the house. Bloom 
               extends his hand to Bialystock. He intends to speak in a 
               confident and controlled manner but what comes out is an 
               hysterical shriek.

                                     BLOOM
                              (casually shrieking)
                         Well, Max, this is it!!!

               He scares himself and quickly claps his hands over his mouth.

                                     BLOOM
                              (whispers)
                         I'm sorry, I'm a little nervous.

                                     BIALYSTOCK
                         Relax, in two hours our worries will 
                         be over.

               CUT TO STAGE. As the overture is concluded, the curtain slowly 
               rises. On stage there is a line of girls dressed in sexy 
               storm trooper costumes--black patent leather boots, etc. 
               Their arms are linked about one another as they dance and 
               kick in radio city music hall Rockette fashion.

                                     STORM TROOPER CHORUS
                              (singing)
                         Germany was having trouble, What a 
                         sad, sad story. Needed a new leader 
                         To restore its former glory. Where, 
                         oh, where was he, Who could that man 
                         be, We looked around, And then we 
                         found, The man for you and me, And 
                         now its...

               The Storm Trooper Rockettes part and from above them, 
               descending twin staircases, we see two lines of beautiful 
               showgirls, holding huge balloons above their heads. On each 
               balloon is painted a picture of the Fuhrer. Everyone sings 
               as they descend.

                                     ENTIRE CHORUS
                              (singing)
                         "Springtime for Hitler," etc.

               CUT TO AUDIENCE. Number on stage continues.

               CLOSE-UP OF MAN AND WOMAN ON AISLE.

                                     WOMAN (DOWAGER)
                         This is shocking!

               CUT TO ANOTHER AREA OF AUDIENCE. ANOTHER COUPLE.

                                     MAN (STUFFED SHIRT)
                         Outrageous!

               CUT TO CRITIC ON THE AISLE, BIALYSTOCK'S P.O.V. He scowls as 
               he furiously makes notes.

               CUT TO BIALYSTOCK AND BLOOM AT BACK OF THEATRE. They are 
               smiling. Bialystock points to couple who have left their 
               seats and started up the aisle.

                                     BIALYSTOCK
                         Ahhhhh, it's going better than I 
                         expected.

               The couple comes abreast of Bialystock and Bloom.

                                     WOMAN
                              (to man as they exit 
                              theatre)
                         Well, talk about bad taste.

                                     BIALYSTOCK
                              (he chuckles as they 
                              leave)
                         Come, let us repair to the bar across 
                         the street. I don't want to be caught 
                         here during intermission. We'll be 
                         stoned to death.

               They link arms and merrily march out of the theatre.

               CUT TO STAGE. "Springtime For Hitler" opening is ending in a 
               great crescendo of patriotic insanity.

                                     ENTIRE CHORUS
                              (singing)
                         So Springtime for Hitler, Is 
                         Springtime for Goering, Is Springtime 
                         for Goebbels, Is Springtime for 
                         Himmler, Is Springtime for you and 
                         me!!

               Curtain falls. The number is received by the audience with 
               hushed silence. Followed by a surge toward the doors. The 
               aisles are choked with unhappy people, who can't wait to get 
               out.

               Curtain rises. On stage are Eva Braun and Hitler (LSD). Eva 
               Braun is a fetching blonde in long braids. LSD is pacing up 
               and down. Eva Braun sits on love seat downstage. In her hand 
               is an oversized daisy. As she pulls the petals from it, she 
               whines. She has a pronounced american accent.

                                     EVA
                         Er liebt mir. Er liebt mir nicht.  
                         Er liebt mir.
                              (the last petal)
                         Er liebt mir nicht.

               CUT TO PEOPLE IN AISLE. They have noticeably slowed down. 
               Some are walking backwards. They are intrigued.

               CUT BACK TO STAGE.

                                     EVA
                              (turns to LSD)
                         Du liebt mir nicht!

                                     LSD
                              (protesting vehemently)
                         I lieb you baby, I lieb you. You 
                         know that.

                                     EVA
                         If you lieb me, why are you leaving 
                         me?

                                     LSD
                         Hey, man, I can't spend all my time 
                         with you. I took an oath, baby, 
                         Deutschland uber alles.

               CUT TO AUDIENCE IN AISLES. They have all stopped leaving to 
               turn and watch. Some begin to laugh and others applaud. They 
               like LSD.

                                     MAN
                         That's Hitler? I get it! It's a put-
                         on.

               CUT TO WOMAN.

                                     WOMAN
                         Hey, Harry, he's funny.

               Now there is a mad rush to regain their seats.

               CUT TO INTERIOR BAR. It is empty except for the Bartender 
               and a Drunk at the far end of the bar. Bialystock and Bloom 
               are seated on stools at the bar. They clink glasses.

                                     BIALYSTOCK
                         Here's to the one and only performance 
                         of "Springtime For Hitler."

               They both laugh and down their drinks. Bialystock raps on 
               the bar with his cane.

                                     BIALYSTOCK
                         Innkeeper, innkeeper, another round 
                         of drinks here. As a matter of fact, 
                         a round of drinks for everybody in 
                         the place!

               Bartender looks around at the almost empty barroom. Does a 
               little take. He then replenishes their drinks and places a 
               glass in front of the Drunk. The Drunk tips his hat graciously 
               towards Bialystock.

                                     BLOOM
                         Just think, yesterday I was a 
                         meaningless little accountant -- and 
                         today, I am the producer of a Broadway 
                         flop!

                                     BIALYSTOCK
                              (raising his glass)
                         To failure!

                                     BLOOM
                         To failure!

                                     DRUNK
                              (blushing)
                         Oh, thank you! It's very kind of 
                         you.
                              (raises his glass and 
                              downs his drink)

               CUT BACK TO STAGE. Same scene. Eva starts to cry.

                                     EVA
                         If the Duke of Windsor could give up 
                         the Throne of England for the woman 
                         he loved, why can't you?

                                     LSD
                         It's different. I'm a tyrant, baby.

               Audience laughs.

               CUT TO FRANZ LIEBKIND SEATED IN AN AISLE SEAT. He nervously 
               pinches his face as he semi-coherently mumbles to himself.

                                     LIEBKIND
                              (becoming slightly 
                              unhinged)
                         Baby, why does he keep saying baby?  
                         I didn't write baby. The Fuhrer never 
                         said baby. Vat is it vit this baby?

               WOMAN IN ADJOINING SEAT.

                                     (VERY ANNOYED)
                         Will you shut up!

                                     LIEBKIND
                         You shut up! I'm the author. You're 
                         just the audience. I outrank you.

               CUT TO BAR. Bialystock and Bloom are a little tipsy. By now 
               the Drunk has joined them and all three are good pals.

                                     BIALYSTOCK
                         Bartender, bartender, another drink 
                         for myself and my associate, Mr.  
                         Bloom. And don't forget our good- 
                         natured inebriate over there.

               Drunk tips his hat graciously.

                                     DRUNK
                         Eternally grateful. Sincerely yours, 
                         Oliver Wendell Drunk.

               During Drunk's speech, bartender has refilled their glasses. 
               He stands back, watching them as he dries glasses.

                                     DRUNK
                              (raises his glass)
                         A toast!

                                     BLOOM
                         To what?

                                     DRUNK
                              (stumped)
                         To... toast! I love toast.

                                     BIALYSTOCK AND BLOOM
                         To toast.

                                     BIALYSTOCK
                              (smacking his glass 
                              down on the bar)
                         Now I'll take the lead and I want 
                         you right behind me all the way!  
                         One... two... three!
                              (singing)

                                      "By the light,

                                     BLOOM AND DRUNK
                              (singing)
                         "By the light, by the light,

                                     BIALYSTOCK
                         "Of the silvery moon,

                                     BLOOM AND DRUNK
                         "Of the silvery mooooon,

                                     BIALYSTOCK
                         "I want to croon,

                                     BLOOM AND DRUNK
                         "He wants to croon, he wants to croon,

                                     BIALYSTOCK
                         "To my honey I'll croon,

                                     BLOOM AND DRUNK
                         "He's gonna croon love's tune,

                                     BIALYSTOCK
                         "Honeymoon,

                                     BLOOM AND DRUNK
                         "Honeymoon, honeymoon,

                                     BIALYSTOCK
                         "Keep a shining in...

               Bialystock stops abruptly. He points toward the door. We 
               hear the sound of people entering the bar.

                                     BIALYSTOCK
                         Intermission! Quick, hide your face.  
                         They'll tear us to pieces.

               Bialystock and Bloom hop on their stools and cover their 
               faces with their hands. The Drunk shrugs, hops on the stool 
               next to them and also hides his face. A horde of first 
               nighters sweeps into the bar. They are all around Bialystock, 
               Bloom and the Drunk, clamoring for drinks.

                                     CROWD
                              (ad-lib)
                         "Scotch on the rocks," "Bourbon and 
                         soda." "Two martinis." "Whiskey sour."

               The crowd is very cheerful. They are still bubbling from the 
               first act.

                                     WOMAN
                              (to her escort)
                         Well, so far that's about the funniest 
                         thing I've ever seen on Broadway.

               Bialystock and Bloom look at each other.

                                     WOMAN'S ESCORT
                         Never laughed so much in my life.

                                     MAN
                              (to his friend)
                         Hysterical, absolutely hysterical.

                                     MAN'S FRIEND
                         I thought I'd split my sides.

                                     BIALYSTOCK
                         Take it easy, don't panic. There are 
                         a lot of plays on this street. They 
                         are not necessarily talking about 
                         "Springtime For Hitler."

                                     HUSBAND
                              (to his wife)
                         Honey, I never in a million years 
                         thought I'd ever love a show called 
                         "Springtime For Hitler."

               Bialystock and Bloom freeze. A little old lady comes up behind 
               Bialystock. She raps him on the back with her umbrella.

                                     LITTLE OLD LADY #8
                         Bialy, you sly fox, you've done it. 
                         It's a smasheroo.

                                     BIALYSTOCK
                              (in a daze)
                         Smasheroo. Smasheroo.

               The crowd starts to leave.

                                     LITTLE OLD LADY #8
                         Oh, I'd better hurry back. I don't 
                         want to miss one minute of it.

               The first nighters leave the bar. All that remain are 
               Bialystock and Bloom, the Bartender and the Drunk. Bialystock 
               slips off the stool and wanders to middle of barroom.

                                     BIALYSTOCK
                              (dazed)
                         Got to think... Got to think... Got 
                         to think... Got to think... Got to 
                         think...

               CUT TO BLOOM AT THE BAR, FROZEN, STARING STRAIGHT AHEAD. His 
               eyes are glazed with shock. He strokes his cheek with his 
               little blue blanket.

                                     BLOOM
                         Mrs. Cathcart -- 50% Mrs. Biddlecombe -- 
                         50% Mrs. Wentworth -- 50% Mrs. Resnick -- 
                         100%

               The Drunk stares from one to the other. Unhappy with their 
               present mood, he decides to liven things up again. He tiptoes 
               over to Bialystock, puts his arms around Bialystock's waist, 
               rocks back and forth and begins to sing.

                                     DRUNK
                              (singing)
                         "By the light... By the light, by 
                         the light... Of the silvery...

               Bialystock picks him up and throws him across the bar.

                                     BIALYSTOCK
                         Get away from me, you drunken bum!

               Drunk picks himself up and dusts himself off.

                                     DRUNK
                              (indignantly)
                         Fairweather friend!

               The Drunk staggers out of the bar. Bialystock gets a hold of 
               himself.

                                     BIALYSTOCK
                         Maybe it's not true!

               Bialystock rushes over to Bloom.

                                     BLOOM
                              (still mumbling to 
                              himself)
                         No way out. No way out.

                                     BIALYSTOCK
                         Bloom, Bloom, maybe it's not true.

               Bloom does not respond. Bialystock shakes him.

                                     BLOOM
                              (droning monotonously)
                         No way out. No way out. What? Who?

                                     BIALYSTOCK
                         Why don't we go over to the theatre 
                         and see what's really happening? 
                         After all, we've only heard from a 
                         small portion of the audience. Let's 
                         hear what the majority thinks.

                                     BLOOM
                              (in a trance)
                         The majority. The majority. Yes. 
                         Let's hear from the majority.

               They start to leave.

               DISSOLVE TO BIALYSTOCK AND BLOOM ENTERING LOBBY OF THEATRE. 
               As they open door to theatre, they are greeted by a shock 
               wave of laughter. They pause stricken.

                                     BLOOM
                         I don't want to go in.

                                     BIALYSTOCK
                         Come, we have to.

               They take each other's hands like two frightened little boys 
               and cautiously walk in.

               CUT TO BIALYSTOCK AND BLOOM AS THEY ENTER. They take their 
               positions at the back of the house and watch the proceedings 
               meekly, like two lambs awaiting the slaughter.

               CUT TO STAGE. Hitler has obviously called a council of war. 
               The Fuhrer is surrounded by his General Staff.

                                     GENERAL
                              (making a report)
                         We are falling back on all fronts.  
                         Our soldiers are retreating.

                                     LSD
                         No good, baby, no good. You heard my 
                         orders. Nobody retreats. Attack!  
                         Attack!

                                     GENERAL
                         Who can we attack? They're all too 
                         big.

                                     LSD
                              (getting an inspiration)
                         Hey, man, let's stomp Switzerland!

                                     GENERAL
                         We can't... we keep our money there!

               CUT BACK TO BIALYSTOCK AND BLOOM. They stare straight ahead, 
               stony-faced. Huge tears well up in their eyes and run down 
               their cheeks.

               CUT TO LIEBKIND. He has ripped off the arm of his chair and 
               is earnestly gnawing at it.

                                     LIEBKIND
                         Baby, again with that baby. There 
                         must be no more babies.

               Liebkind leaps from his seat and heads toward the side 
               entrance leading to the stage.

               CUT BACK TO STAGE.

                                     LSD
                         Where's Goebbels? Where's my little 
                         Joe?

                                     GENERAL
                              (to the wings)
                         Send for Goebbels.

                                     LSD
                         He's the only cat left that still 
                         grooves me.

               Goebbels enters laughing.

                                     GOEBBELS
                         Heil, baby! I just finished the 
                         morning propaganda broadcasts.

                                     LSD
                         What did you tell the people?

                                     GOEBBELS
                         I told them we invaded England.

                                     LSD
                         Hey, baby, that's good! How'd we 
                         come out?

                                     GOEBBELS
                         We won.

                                     LSD
                         Groovy!

               They smack hands.

               Laugh from audience.

               CUT TO BACKSTAGE. Liebkind comes charging in like a lunatic.

                                     LIEBKIND
                         Bring down the curtain! Bring down 
                         the curtain!

               He rushes for the curtain rope. A stagehand attempts to stop 
               him. He rips off his helmet and bangs him over the head with 
               it. As he slumps to the ground, Liebkind undoes the curtain 
               rope.

               CUT TO ACTORS ON STAGE.

                                     LSD
                         Goebbels, you're the only one...

               The curtain drops with a thud. From beneath it crawls 
               Liebkind. He jumps up and addresses the audience.

                                     LIEBKIND
                         I am the author of this play. You 
                         are the victims of a hoax. These are 
                         not my words. The Fuhrer never said 
                         baby. The Fuhrer was sweet, the Fuhrer 
                         was kind, the Fuhrer was good.

                                     STAGE MANAGER
                              (off camera)
                         Get that curtain up.

               Curtain starts to rise. Liebkind hurls himself it, and holds 
               it down.

                                     LIEBKIND
                         NO! No! The curtain must not go up!

               Despite his efforts, the curtain slowly rises. Liebkind does 
               not release his hold on it. He starts to go up.

                                     LIEBKIND
                         Stop! Stop!

               As the curtain rises, we see a bewildered group of actors 
               and stage hands watching Liebkind's ascent. The audience, 
               thinking Liebkind's behavior part of the show, enjoys the 
               proceedings tremendously. They break into applause.

               CUT TO CRITIC. He is laughing uproariously and tearing up 
               his notes.

               CUT BACK TO LIEBKIND.

                                     LIEBKIND
                         We have been betrayed! I will return!  
                         I will returnnnnn...

               Liebkind disappears into the flies.

               DISSOLVE TO ANTEROOM OF BIALYSTOCK AND BLOOM'S OFFICE. DAY. 
               Ulla, wearing a belted raincoat, sits at the typewriter. 
               Music from a record player softly rocks in the background. 
               In her left hand she holds a glass of champagne, from which 
               she sips, while her right hand, index finger extended, stabs 
               at the funny little keys. She is happy, it is the right one. 
               The door flies open. The desperate Bialystock and Bloom enter. 
               Ulla leaps up, quickly undoes her raincoat, exposing her 
               delicious body, clothed only in black lace underthings.

                                     ULLA
                         We make love?

                                     BIALYSTOCK
                         No! No! We don't make love. Go to 
                         work.

               Ulla immediately turns up record player to a crashing blare 
               and does her groovy dance. Bialystock howls in despair and 
               flees into his office together with Bloom.

               He closes the door, shutting out the noise. The office is 
               filled with flowers and congratulatory telegrams. Bialystock 
               swoops down on the telegrams. He rips one open and begins 
               reading.

                                     BIALYSTOCK
                         "Congratulations. It's the biggest 
                         hit on Broadway."

               He tears it up and throws it away. He picks up another and 
               reads.

                                     BIALYSTOCK
                         "Congratulations. Hitler will run 
                         forever."

               He throws it away. Bialystock attacks the pile of telegrams. 
               Without opening them up, he tears them one at a time.

                                     BIALYSTOCK
                              (boiling with rage)
                         Congratulations!

               He tears telegram.

                                     BIALYSTOCK
                         Congratulations!

               He tears telegram.

                                     BIALYSTOCK
                         Congratulations!

               He tears telegram.

                                     BIALYSTOCK
                         Congratulations!

               He tears telegram.

               The door swings open. Posed in the doorway is roger De Bris. 
               In one hand he carries an open, bubbling magnum of champagne.

                                     DE BRIS
                              (ecstatic)
                         Congratulations! Have you seen the 
                         reviews? Have you seen the lines at 
                         the box office? It's a torrent, it's 
                         an avalanche, it's the biggest hit 
                         on Broadway!

               He starts into the room. Bialystock growls and lunges at 
               him.

                                     BIALYSTOCK
                         You lousy fruit. You've ruined me!

               He smashes De Bris up against the wall. The champagne goes 
               flying.

                                     DE BRIS
                              (shrieking)
                         Help! Help! He's crazy! He's going 
                         to kill me. Call the police! Call 
                         the police! Help, help, murder, 
                         murder, rape, rape!!!

               Bialystock throws him out, slams the door and locks it. He 
               falls into the chair and puts his feet up on the desk.

                                     BIALYSTOCK
                              (moaning)
                         How could this happen? I was so 
                         careful. I picked the wrong play, 
                         the wrong director, the wrong cast. 
                         Where did I go right? We forgot one 
                         important, Bloom. Adolf Hitler always 
                         drew a crowd.

               Bialystock is suddenly aware that Bloom is doing strange 
               things at the next desk.

                                     BIALYSTOCK
                         What are you doing?

               CUT TO BLOOM. He is feverishly piling ledgers and account 
               books together. He swoops them up in his arms, clutches them 
               tightly and begins backing towards the door.

                                     BLOOM
                              (defensively)
                         Don't try to stop me. I've made up 
                         my mind.

                                     BIALYSTOCK
                         What are you doing with those books?  
                         Where are you going?

                                     BLOOM
                              (with hysterical 
                              conviction)
                         I'm turning myself in. It's the only 
                         way. I'm going to cooperate with the 
                         authorities. They'll reduce my 
                         sentence and then there's time off 
                         for good behavior. And maybe I'll 
                         get a job in the prison library. So 
                         long.

               He turns the knob. The door is locked. He fiddles with the 
               catch. Too late! Bialystock is up and at him in a flash. He 
               blocks the door.

                                     BIALYSTOCK
                              (reasonably)
                         Leo, take it easy. Relax, you're 
                         overwrought. You don't know what 
                         you're doing. You're acting out of 
                         panic... GIMME THOSE BOOKS!

               Bialystock lunges at Bloom and grabs for the books. Bloom 
               still retains a firm hold. They struggle back and forth.

                                     BLOOM
                         I never should have listened to you.

                                     BIALYSTOCK
                         I never should have listened to you.

                                     BLOOM
                         Ohhhhhhhhh, how I hate you.

                                     BIALYSTOCK
                         Double. Double. Double.

               With a mighty wrench, Bialystock rips the books out of Bloom's 
               hands.

                                     BIALYSTOCK
                              (clutching the books 
                              triumphantly)
                         Haaaaa! Haaaaa! Haaaaa!

               Bloom flips. He attacks Bialystock like a crazy kid, screaming 
               hysterically and punching with one arm as he protects his 
               face with the other.

                                     BLOOM
                              (shrieking)
                         FAT! FAT! FAT! FAT! FAT!

               Bialystock goes crashing to the floor under the onslaught.  
               Bloom dives on top of him. They roll on the floor locked in 
               mortal combat. Suddenly three shots ring out in succession. 
               Bialystock and Bloom immediately stop what they're doing and 
               turn toward the door.

               CUT TO LOCK AND HANDLE OF DOOR. They drop off. A little smoke 
               rises from the hole.

                                     LIEBKIND
                              (off screen, outside 
                              door)
                         I am betrayed!

               Bialystock and Bloom look at each other.

               CUT TO THE DOOR. It flies open. Framed in the doorway is 
               Franz Liebkind, smoking luger in hand.

                                     LIEBKIND
                              (solemnly)
                         You have broken the Siegfried Oath.  
                         You must die.

               He blasts away. The window is shattered. Pieces of wall go 
               whizzing through the air. Bialystock drops the ledgers and 
               he and Bloom dive for cover behind the desk.

                                     LIEBKIND
                         This is no good. I'm not killing 
                         you. Don't you understand, you have 
                         broken the Siegfried Oath. You must 
                         die. Vill you cooperate!!!

               CUT TO TIGHT TWO SHOT. Bialystock and Bloom scrunched behind 
               desk. They stare at each other in amazement. There is a 
               timorous knock at the door.

                                     BIALYSTOCK AND BLOOM
                              (together)
                         Come in. Come in.

               Ulla enters.

                                     ULLA
                         I hear noise. You call?

               She looks around.

                                     ULLA
                         Where are you?

               She continues walking until she sees them crouched behind 
               the desk.

                                     ULLA
                         Ahhh. I see you. You like something?  
                         Coffee?

               Bialystock and Bloom look at each other in disbelief.

                                     BIALYSTOCK
                         Coffee. Yes. That's a good idea.
                              (with great emphasis)
                         Why don't you ask the gentleman with 
                         the gun... The gentleman who is 
                         shooting at us... and trying to kill 
                         us... what he will have.

                                     ULLA
                              (to Liebkind)
                         You like coffee?

               CUT TO BIALYSTOCK AND BLOOM. They stare at each other, 
               dumbfounded.

                                     LIEBKIND
                         Yes, please. Black. Two sugars.

               Ulla repeats to herself as she starts for the door.

                                     ULLA
                         Three coffees. Two regular. One 
                         black... two sugars.

               She exits and closes the door behind him.

               Bialystock looks up to the fates and makes a small sound of 
               despair.

                                     LIEBKIND
                         And now ve must resume hostilities.  
                         Are you coming out from behind that 
                         desk or not?

                                     BIALYSTOCK
                         Not.

                                     LIEBKIND
                         Cowards, miserable cringing cowards.  
                         Clinging to life like baby 
                         butterflies. Vatch, vatch and 
                         remember. Franz Liebkind vill show 
                         you how to die like a man!

               He places the muzzle of the gun against his temple. Bloom 
               and Bialystock peer over the desk to see.

                                     LIEBKIND
                              (exhalted)
                         Soon I vill be vit mine Fuhrer, und 
                         Goering, und Goebbels, and Himmler.  
                         I'm coming boys!

               He pulls the trigger. Click. Click. Click. The gun is jammed. 
               He throws the gun down in disgust.

                                     LIEBKIND
                              (in utter anguish)
                         Boy, vhen things go wrong!

               He falls into a chair and sobs like a child.

                                     LIEBKIND
                         I'm a failure. I'm a failure. I'm a 
                         failure.

               Bialystock and Bloom come out from behind desk. Bialystock 
               looks at his watch.

                                     BIALYSTOCK
                         Five o'clock. Killed a whole day 
                         playing hide-and-seek with a crazy 
                         Kraut.

               Bialystock picks up luger.

                                     LIEBKIND
                              (still sobbing)
                         I'm not crazy. I'm inept.

               He continues to sob. Bloom walks over to the weeping Liebkind 
               and comfortingly pats him on the shoulder.

                                     BLOOM
                         There, there.

                                     LIEBKIND
                              (looking around)
                         Vhere? Vhere?... oh...

                                     BIALYSTOCK
                              (to Liebkind)
                         You crazy lunatic! What are you 
                         shooting at us for? Why don't you 
                         use this
                              (indicates gun)
                         where it will do us some good? Why 
                         don't you shoot the actors?
                              (the thought strikes 
                              home)
                         Liebkind, have I ever steered you 
                         wrong?

                                     LIEBKIND
                         Always.

                                     BIALYSTOCK
                         Never mind. Listen. Every night people 
                         are laughing at your beloved Fuhrer.  
                         Why?

                                     LIEBKIND
                         It's that LSD und his verdampter 
                         babies!...

                                     BIALYSTOCK
                              (handing him the gun 
                              and some money)
                         Here. Buy bullets. Kill. Kill them 
                         all!

                                     BLOOM
                         What???

                                     BIALYSTOCK
                              (to Bloom)
                         Shut up.

                                     LIEBKIND
                         Yes. The actors. I must destroy the 
                         actors.

               Liebkind starts to go.

                                     BLOOM
                         Stop! Stop! This is insanity.

               He leaps across the room and wrenches the gun from Liebkind's 
               hand.

                                     BLOOM
                              (screaming)
                         Have you lost your mind? What are 
                         you talking about? Kill the actors.  
                         You can't kill the actors -- they're 
                         not animals, they're human beings!

                                     BIALYSTOCK
                         They are? Have you ever eaten with 
                         one? Liebkind, go! Kill!

                                     BLOOM
                         Liebkind, no!

                                     BIALYSTOCK
                              (to Bloom)
                         What are you doing? We're trapped. 
                         It's either the show or us. There's 
                         no way out. What can we do, blow up 
                         the theatre?

               Bialystock freezes as the thought takes hold.

               CUT TO CLOSE-UP OF BLOOM. His eyes narrow as he seriously 
               considers the proposal.

               CUT TO CLOSE-UP LIEBKIND. His face a poster of shining 
               approval.

               CAMERA PULLS BACK. The three of them search each other's 
               faces earnestly. They are obviously in accord.

                                                                  FADE OUT:

               FADE IN. Darkened cellar of theatre. We see the faint glow 
               of a shielded lamp at the end of a tunnel. As the camera 
               moves through tunnel closer and closer to the light, we make 
               out the shadowy forms of three men.

               CAMERA DOLLIES IN TO REVEAL BIALYSTOCK, BLOOM AND LIEBKIND. 
               Bloom is holding a miner's lamp. Liebkind is trying brick 
               loose from wall. Bialystock is consulting map. Brick comes 
               loose. Liebkind removes it.

                                     LIEBKIND
                              (the surgeon at work)
                         Dynamite.

               Bloom slaps a neatly taped bundle of dynamite into Liebkind's 
               hand. Liebkind gently places it in opening.

                                     LIEBKIND
                         Fuse cap.

               Bialystock reaches into his pocket and hands him a fuse cap. 
               Liebkind puts cap in place.

                                     LIEBKIND
                         Fuse.

               Bloom reaches in pocket, takes out spool of fuse, hands it 
               to Liebkind.

                                     LIEBKIND
                         Thank you.

               Liebkind ties fuse in place.

                                     LIEBKIND
                         Gut. Now for the master connection.

               CAMERA FOLLOWS THEM AS THEY MOVE BACK THROUGH THE TUNNEL. 
               Liebkind trails fuse from spool. They finally emerge into an 
               open area of cellar directly beneath the stage.

                                     LIEBKIND
                         Gut. Now vhere's the other fuse?

               Bloom raises his lamp, revealing a similar tunnel on the 
               other side of the cellar.

                                     BLOOM
                         There it is.

               CAMERA INSERT: CLOSE-UP SIMILAR FUSE PROTRUDING FROM SECOND 
               TUNNEL.

               BACK TO SCENE.

                                     LIEBKIND
                              (to Bloom)
                         Pick it up and bring it here, please.

                                     BLOOM
                         Okay.

               He starts toward second tunnel.

                                     LIEBKIND
                              (anxiously)
                         Where are you going vit the light?

                                     BLOOM
                         I need it. How'm I gonna find the 
                         fuse?

                                     LIEBKIND
                         Oh, ve come vit you. All for one and 
                         all in the light.

               The three of them gingerly tiptoe over to second tunnel 
               entrance. Bloom picks up the fuse. They tiptoe back. Bloom 
               hands fuse to Liebkind.

               Liebkind reaches into his knapsack, takes out little black 
               metal box with two terminal caps at either end and sets it 
               down on cellar floor.

                                     LIEBKIND
                         Now ve take the two fuse leads, attach 
                         them to the terminals of the conductor 
                         and ve're in business.

                                     BIALYSTOCK
                              (grinning)
                         You mean out of business. Heh, heh.

               Liebkind begins fiddling with the fuse leads and terminals.

                                     BLOOM
                         Max, I...

                                     BIALYSTOCK
                              (irritated. He has 
                              not time for small 
                              talk)
                         What is it?

                                     BLOOM
                         Well, I... Well, it's just that...  
                         I'm sorry I called you fat, fat, 
                         fat.

                                     BIALYSTOCK
                              (smacking Bloom 
                              affectionately on 
                              the shoulder)
                         Ahhhhhh. Leo, Leo, Leo.

                                     LIEBKIND
                              (mumbling to himself)
                         Plus to minus. Negative to positive.  
                         Male to...

                                     BIALYSTOCK
                         Come on. Let's get going.

                                     LIEBKIND
                         Qviet. Qviet. This is very important.

               He turns back to his work.

                                     LIEBKIND
                         Vait a minute. Vait a minute. Male 
                         to male? Male to female? Female to 
                         male? Female to female? Vait a minute.  
                         In people, male to female. But 
                         electricity is strange. It's male to 
                         male.

               He quickly finishes the connection.

                                     LIEBKIND
                         Sehr gut.
                              (to Bialystock)
                         Slow fuse, please.

               Bialystock reaches into his pocket and hands Liebkind a roll 
               of fuse.

                                     LIEBKIND
                         Thank you.

               He begins tying slow fuse to conductor.

                                     LIEBKIND
                              (as he works)
                         Now ve take the slow fuse. Tie one 
                         end to the master connection and the 
                         other ve attach to the detonator.

               He finishes connections.

                                     LIEBKIND
                         Come, ve go to the detonator.

               They begin to move back as Liebkind slowly spools out fuse. 
               They start up the stairs.

                                     LIEBKIND
                         Vait a minute. Are you sure this is 
                         slow fuse? It feels like qvick fuse.
                              (to Bloom)
                         Shine your light on it.

               Bloom shines light on fuse.

                                     LIEBKIND
                         I don't know. I don't know. The 
                         markings are so similar. Qvick fuse 
                         or slow fuse?

               Liebkind takes a wooden match out of his pocket.

                                     LIEBKIND
                         I must find out. It is critical.

               He strikes the match and lights the fuse. Whoosh! It ignites. 
               The sparks rush toward the master connection. Liebkind charges 
               down the stairs and chases after the quick burning fuse for 
               all he's worth. He catches up with it just before it reaches 
               the master connection and quickly stamps it out.

                                     LIEBKIND
                         Let's face it. That was dumb.

               He trots back.

                                     LIEBKIND
                         Boys, vhere is you?

               Bialystock and Bloom come crawling out from behind stairs.

                                     LIEBKIND
                              (seeing them)
                         Dot vas the qvick one.

                                     BIALYSTOCK
                         We assumed that.

               Liebkind reaches into his pocket and shows them a roll of 
               fuse.

                                     LIEBKIND
                         Here. You see. This is the slow fuse. 
                         It is much wider. It has more 
                         resistance, more density. Therefore, 
                         it burns slower.

                                     BIALYSTOCK
                         You mean you had the slow fuse in 
                         your pocket all the time and you 
                         forgot to put it on?

                                     LIEBKIND
                         Yes. Amazing isn't it?

               Bialystock raises his cane and smashes Liebkind on the helmet.  
               Bonnng.

                                     BIALYSTOCK
                         You stupid kraut!

                                     LIEBKIND
                         Vhy do you always call me kraut?  
                         Kraut is cabbage! Do ve call you hot 
                         dogs? Ve call you Yanks not franks!

                                     BIALYSTOCK
                         All right. Finish the job. Let's get 
                         outta here.

               CUT TO SIDE DOOR OF THEATRE. The door opens slowly. 
               Bialystock, Bloom and Liebkind tiptoe out. Bloom sets 
               detonator down.

                                     LIEBKIND
                         Und now for the final connection.

               He wraps the fuse lead around the metal contact pole and 
               raises the plunger.

                                     BIALYSTOCK
                         Wait. I'll check to see if the coast 
                         is clear.

               He runs to the end of the alley. Looks both ways and runs 
               back.

                                     BIALYSTOCK
                         The coast is clear!

                                     LIEBKIND
                         Good. Get down.

               Bialystock and Bloom crouch down and hold their eardrums. 
               Liebkind grabs the handle of the detonator. His eyes suddenly 
               glisten with tears.

                                     LIEBKIND
                         Goodbye, my foolish fancy. Goodbye, 
                         my misbegotten child. Goodbye, my 
                         tortured testament of twisted truths.

                                     BIALYSTOCK
                         Do it! Do it!

               Liebkind tenses himself for the plunge. He starts and stops.

                                     LIEBKIND
                         I can't. I can't do it. It's a demon. 
                         It's a gargoyle, it's a monster... 
                         but it's still my child.

               He sobs inconsolably. Bialystock roughly pushes him aside 
               and grabs the handle of the detonator and plunges it down. 
               He hurls himself to the ground and covers his head in 
               anticipation of the explosion. Nothing happens. After a while 
               they all raise their heads curiously.

                                     BIALYSTOCK
                              (quizzically)
                         Nothing.

               Liebkind goes to plunger, raises handle and examines 
               detonator.

                                     LIEBKIND
                         Here is gut... of course, of course.  
                         In electricity, it's always male to 
                         female. But with people, it's not 
                         always so. Come ve must go back.

                                     BIALYSTOCK
                         Do you need us?

                                     LIEBKIND
                         Of course I need you. It's dark in 
                         there.

                                     BLOOM
                         Okay, okay. Let's not waste time.

               They open the side door and disappear into the theatre.

                                     DRUNK
                              (off camera, singing)
                         "Honeymoon, keep a shinin' in June,"

               CUT TO ENTRANCE OF ALLEY. Drunk comes staggering into view. 
               He spots detonator.

                                     DRUNK
                         "your silvery beams, Will light love's 
                         dreams," What the heck is that? A 
                         bicycle pump? Naaah. Lemme see. Could 
                         it be? Good grief, it's Eli Whitney's 
                         cotton gin... Naaah. Aahh, I know 
                         what it is.

               He walks over to detonator and sits on fire stanchion just 
               behind it. He raises his foot and starts it down toward the 
               plunger.

                                     DRUNK
                         Shine 'em up!

               He pushes plunger down with his foot.

               CUT TO LONG SHOT OF THEATRE. (Mock up) there is a terrific 
               explosion. Pieces of the theatre go flying through the air.

               CUT TO TIGHT SHOT OF DRUNK. He is on his knees. Debris crashes 
               all around him. Smoke and noise fill the air. He staggers to 
               his feet. He rocks back and forth as though he were in an 
               earthquake.

                                     DRUNK
                              (bravely singing)
                         "Sa-an Fra-ancisco, open your golden 
                         gates, Don't let a stranger wait...

               DISSOLVE TO TIGHT SHOT OF JUDGE'S GAVEL SOLEMNLY RAPPING FOR 
               ORDER.

               PULL BACK TO REVEAL CROWDED COURTROOM.

               CAMERA MOVES IN TO FOREGROUND OF COURT. There, seated at the 
               defendant's table are, in order, Bloom with his arm in a 
               sling, Bialystock with his leg in a cast, and a mummy swathed 
               in bandages. We know the mummy is Liebkind because it is 
               wearing a german helmet.

                                     LIEBKIND
                              (mumbling through his 
                              bandages)
                         Male to male? Male to female?

               CUT TO TIGHT SHOT OF JUDGE.

                                     JUDGE
                         Has the jury reached a verdict?

               CUT TO JURY. Their expressions indicate that they are not at 
               all well-disposed toward the defendants.

               CAMERA CLOSES IN ON FOREMAN. He rises.

                                     FOREMAN
                         We have, your honor.

                                     JUDGE
                              (off camera)
                         How does the jury find?

                                     FOREMAN
                         We find the defendants incredibly 
                         guilty.

               CUT TO JUDGE.

                                     JUDGE
                         Will the defendants please rise and 
                         approach the bench.

               CUT TO BIALYSTOCK, BLOOM AND LIEBKIND. They struggle to their 
               feet and hobble to the Judge's bench.

                                     JUDGE
                         Do the defendants have anything to 
                         say in their behalf before the court 
                         pronounces sentence?

                                     BLOOM
                         I would like to say a word, sir, not 
                         on my behalf, but in behalf of my 
                         partner, Max Bialystock.

                                     JUDGE
                         Proceed.

                                     BLOOM
                         Thank you, your honor. Max Bialystock 
                         is a very selfish man.

                                     BIALYSTOCK
                              (whispers to Bloom)
                         Don't help me.

                                     BLOOM
                         He's a liar and a cheat and a 
                         scoundrel. He's taken money from 
                         little old ladies. He's talked people 
                         into doing things they never would 
                         have dreamed of. Especially me. But 
                         who has he really hurt? Who are the 
                         victims? Not me, I had the most 
                         exciting adventure of my life. And 
                         what about the little old ladies?  
                         What would their lives have been 
                         without Max Bialystock? He made them 
                         feel wanted and young and attractive 
                         again.

                                     LITTLE OLD LADIES
                              (off camera, ad-lib)
                         "Oh, Max, Max, I love you Max." 
                         "Let him go, let him go." 
                         "Don't take my Bialy."

                                     JUDGE
                              (rapping gavel)
                         Order. Order.

                                     BIALYSTOCK
                         And may I humbly add, your honor, 
                         that we have learned our lesson and 
                         we'll never do it again.

                                     JUDGE
                         I will take that into consideration. 
                         The defendants shall serve not more 
                         than five and not less than two years 
                         in the State Penitentiary.
                              (he pounds gavel)

               DISSOLVE THROUGH TO SIGN ON STONE WALL. Sign reads: STATE 
               PENITENTIARY.

               DISSOLVE THROUGH TO PRISON YARD. Detachments of Prisoners, 
               led by guards, march past camera.

               DISSOLVE THROUGH TO EXTERIOR OF PRISON BUILDING MARKED: PRISON 
               LAUNDRY. Much noise and steam.

               CAMERA PANS TO ANOTHER BUILDING MARKED: MACHINE SHOP. Loud 
               metallic cacophony emanates from inside.

               CAMERA CONTINUES ITS JOURNEY. It comes to rest on prison 
               auditorium. Tinkle of piano is heard from inside.

               CAMERA MOVES THROUGH CLOSED DOORS TO INTERIOR. We see a long 
               line of Prisoners (20). For some reason they are all holding 
               money in their hands. Line ends at a desk. Seated at the 
               desk, in a grey, prison uniform, is number: 979345, formerly 
               known to us as leo Bloom. Beside the table is a large display 
               board reading:

                             WORLD PREMIERE 979344 and 979345

                                         PRESENT

                                   "PRISONERS OF LOVE"

                          STARRING 778629 and CO-STARRING 440123

                        INVEST NOW!!!! HUGE PROFITS GUARANTEED!!!

               A prisoner hands Bloom money. Bloom counts it and puts it 
               into tin box. He hands prisoner a receipt.

                                     BLOOM
                         Twenty-five dollars. Here's your 
                         receipt. You now own 28% of "Prisoners 
                         of Love."

               CAMERA PANS TO STAGE. The stage is filled with a line of 
               convict "chorus girls." Their trousers rolled up above their 
               knees, showing an assortment of interesting hairy legs.

               At the piano, knocking out the lively rhythm, is Franz 
               Liebkind and his ever popular german helmet.

               On stage directing the rehearsal is the indomitable max 
               Bialystock.

                                     BIALYSTOCK
                              (waving his cane and 
                              shouting at the top 
                              of his lungs)
                         Higher, you animals, higher! We open 
                         Saturday night! Kick! Kick! Two-three-
                         kick-turn! Two-three-kick-turn! Okay, 
                         let's hear it!

               The Prisoners break into song.

                                     PRISONERS
                              (singing)
                         "We're prisoners of love, etc."

               Music swells to crescendo.

               CAMERA PULLS BACK TO ENCOMPASS THE ENTIRE STAGE AS

                                        "THE END"

               AND SUBSEQUENT TECHNICAL CREDITS APPEAR ON THE SCREEN.

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