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MEGALOPOLIS 


by 


Francis Ford Coppola 


American Zoetrope Unspecified Draft 
916 Kearny St. 


San Francisco, CA 94133 
United States 


FADE IN: 


EXT. NEW YORK - DAY 1 
AERIAL VIEW - THE CITY 


Gateway to modern America. Seven bridges and four tunnels, 
millions of ‘automobiles jammed solid as the sun is breaking 
out of the clouds, revealing a city ablaze with light, world 
center of culture, economics and power. 


MUSIC UP: 
“"M E G A L fe) P QO L I s" 


CREDIT TITLES PLAY over: 


MONTAGE of the gigantic island city, great towers of steel 
and glass reach upwards as trails of ants move through its 
canyons, eventually recognizable as human life. PEOPLE of 
all classes, patricians, citizens, and a vast proletariat 
consisting of workers from the distant corners of the 
empire. This is ROME of modern time, replete with the 
tragic confusions and uncertainties of the world of today, 
so full of fear and yet so full of promises and opportunity. 


NEW VIEWS 


Tolls being collected; bills counted, the traffic.makes its 
way through a huge marble archway toward the city beyond. 


NEW VIEWS 


People moving through the avenues and byways encompassing 
every activity, labor, diversion, perversion and expression 
of wealth and impoverishment imaginable. Crossing the 
street; going Up escalators, we begin to HEAR the buzz of 


the city, itg gossip. 
PEOPLE (0.S.) 
Talented, yes -- a genius, 

possibly. 


OTHERS (0.S.) 
The man’s a lecher and a womanizer 
-- he’s the moral cancer of this 
city. 
VIEWS ON NEWSPAPER PRESSES 


Gossip rolls out. 


leonrratmen) 





CONTINUED : 1 
ANOTHER 
Who ever elected Catiline? 
CLOSE VIEW ON MANICURIST HANDS 
WOMAN (0.S.) 
He’s very attractive -- 80, 80 


magnetic, charming. 


KNOWING WOMAN (0.S.) 
I think he’s evil. 


EXT. THE CHRYSLER BLDG. TOWER - DAY 2 


The radiant aluminum crown flames in the morning light, a 
symbol of hope. 
STUDENT (0.S.) 
What is the Design Authority, 


anyway? It seems to control 
everything. 


INT. ELEVATOR - DAY 3 


Filling with people going to work this morning. 


MAN 
I can’t believe he’d do something 
like that? 

WOMAN 


Something like what? 


ANOTHER 
Serge Catiline. 


Elevator stops; people get out and in. One new man 
overhears the name. 


NEW MAN 
You heard? 


MAN 
Serge Catiline fired his entire 
office in a rage. Threw a box of 
drafting pencils at them. One man 
was injured in the eye! 


NEW MAN 
It's true -- twenty people let go. 


({CONTTNIUED \ 


ek, 


CONTINUED : 3 
NEW WOMAN 
You know he once tried to kill his 
wife -- with an overdose -- 


Elevator stops once again, more people come in and go out. 
A new man enters, his arms filled with document folders. 


NEW WOMAN 
They say she’s still in a coma 
somewhere. 


DOCUMENT MAN 
And got away with it! Acquitted! 


Elevator door opens again with people getting in and out, 
including a stylishly-groomed MAN in his forties, whose 
presence causes a change in the conversation. 


WOMAN 
-- the new copy machine is a 
lemon. 


NEW MAN 
It’s not reliable and it’s 
overpriced. 


WOMAN 
Those copiers aren’t 
(awkwardly) 
~». What they used to be... 


VIEW ON THE MAN 


Eyes you can’t tell about -- features well-suited to the 
look of indifferent dignity. We remain on the immaculately 
dressed and groomed SERGE CATILINE as he moves out of the 
elevator, and passes through the lobby. A group of art 
students look up at the murals and displays depicting many 
great Design Authority projects -- bridges, parkways and 
buildings -- while a uniformed PAGE declares: 


PAGE 
~e. artist and scientist, Serge 
Catiline was appointed as sole 
director of the Design Authority 
in 1967, with jurisdiction over 
all bridges, parks, tunnels and 
fairgrounds -- 


(CONTTNUED ) 


CONTINUED : 3 


MOVING VIEW ON MURALS AND PHOTO DISPLAYS 


Showing Catiline working with his design team; photos of him 
white-coated in a laboratory; bare-chested working along 
with steel crews at a building site. 


VIEW ON THE TOUR GROUP 


The young women cannot help but exhale a noticeable ‘ahh,’ 
not realizing that the man himself passes behind them and up 
the staircase leading to his offices. 


PAGE 
In 1992, Dr. Catiline was awarded 
the Nobel Prize for his work on 
molecular-modulated polymers -- 
known under the trade-name 
‘Megalon.’ 


INT. CLOUD TOWER - DAY 4 


High atop the Chrysler Building is the ‘Cloud Tower,’ an 
atelier Catiline designed for himself. He moves to the 
triangular-shaped windows and looks across the skyline of 
the city. 


PAGE (0.S.) 
His projects are always 
distinguished by a sense of 
innovation and beauty that changes 
the way we see. 


CLOSE ON SERGE 


Taking a breath of both yearning and satisfaction. Then he 
exhales. 


EXT. RIVERSIDE HOUSING PROJECTS - DAY 5 


Rows of project buildings implode and collapse amid clouds 
of dust, smoke and rubble. 


MOVING VIEW 


The former tenants of these buildings watch helplessly 
through the cyclone fencing and police barriers, coming upon 
the shreds of the eviction notice “Tenant Relocation 
Operations Are Planned. (signed) Serge Catiline, Design 
Authority Construction Coordinator.” 


INT. CLOUD TOWER - WINDOWS - DAY 6 
Serge moves to the large triangular window of the top of the 
Chrysler Bldg. He opens it and steps outside, anticipating 
something, an upcoming moment that shows in his eyes, 
fearful. 

EXT. CLOUD TOWER - DAY 7 
Looking upward for a sign. Clouds are moving more rapidly 
across the sky, creating a strobe effect of light and shadow 
on him as the sun appears across the horizon. We wonder if 
he’s suicidal or just trying to prove his courage. 

VIEW DOWN 

His gleaming Italian shoes step closer to the edge. There's 
the great fall to the busy streets below. It seems as 
though natural events are hurrying by, speeding. 

NEW VIEW 

Serge lets go of the railing, first one hand and then the 
other. He’s on his own now against the elements, against 
nature, against time. His eyes close in deep concentration. 
CLOSE SHOT - SERGE 

His eyes open, now blazing with power. 

MEDIUM VIEW - CHRYSLER BLDG. TOWER 


Serge standing in the wind on the narrow edge, his hands 
extended to the sky. Clouds race wildly by him. 


SERGE 
Stop! 


He looks up. It appears to him that the CLOUDS are frozen 
still. He looks down. 


VIEW TO THE STREETS 


The throngs of automobiles and trails of people appear 
FROZEN. 


LOW ANGLE ON SERGE 


He looks up and laughs triumphantly. 


(CONT TNUED ) 


CONTINUED : 7 


SERGE 
See? See? 


He waves at the clouds and they MOVE away. Another laugh, 
then suddenly frightened, he steps inside the tower to 
safety. 


SERGE 
(whispered) 
Who am I, to conquer time? 


INT. EXHIBITION HALL - DAY 8 


VIEW ON ESCALATORS 
People moving up. The gossip continues: 
MAN 
Do you believe this Mayor they’ve 
come up with? 


OTHERS (0.S.) 
Did the bosses pick his name out 


of a hat? 

ANOTHER 
He was a piss-poor District 
Attorney. 


VIEWS ON THE GOSSIP 
Of the city; opinions, slander, rumors. 


MAN 
Mayor Cicero’s inherited a 
mountain of DEBT and the banks are 
pulling the plug. 


WOMAN 
How can a city go bankrupt? 


EXT. FULL VIEW - ENORMOUS MODEL OF THE CITY - DAY 9 


MOVING VIEW ON MAYOR FRANK CICERO 


Stocky and powerfully built but gentle, a man of humble 
origins. He worked his way through law school in his 
family’s delicatessen. He is honest but ambitious -- Y 
capable of great conviction and feeling. He seems impatient 
on this important day, keeps rubbing his hands together. 


(CONT TNUED } 


CONTINUED : 9 


Bankers, union leaders, developers, and worried city 
officials are gathered around walkway catwalks suspended 
over a large model of the city. 


VIEW DOWN THE CATWALKS 


Revealing a banker, patrician, the richest man in the city 
and patriarch of the Hamilton family, EUGENE "GENE” 
HAMILTON, in his seventies. 


GENE (0.S.) 
May we now begin, I have another 
meeting in an hour. 


His nephew CLAUDE HAMILTON is one of the city’s notorious 
‘wild rich youth’ being leashed-in by his powerful Uncle. 
The bank is represented by DAVY CATO, his protege and CEO of 
HAMILTON NATIONAL. Also representing the banks are TIM and 
TOM BONI, monozygotic twins who own the Boni Budget Bank, 
grown large enough to almost rival Hamilton National. They 
owe their beginnings to NUSH BERMAN the old party boss, a 
shuffling relic of the good old days. He’s accompanied by 
MEADE MILO, an affluent, raffish black ward boss with a 
strikingly handsome face. Suddenly the catwalks they’re on 
over the huge model of the city begin swinging. 


NEW VIEW 


Gene’s nephew Claude is enjoying skipping from catwalk to 
catwalk, swaying them with exclamations of “Whee!” and 
Whoo.” Everyone hangs on to the railings in terror. 


GENE 
(annoyed) 
Claude. 


NEW VIEW 


A stir at the entrance caused by the arrival of MIRIAM 
HAMILTON CARTERET, the Governor of New York and Gene’s 
cousin. Her security people are concerned that the catwalks 
sway as she enters and is greeted. 


FRANK 
Welcome, Madame Governor. Follow 
me, ladies and gentlemen. 


They cluster above a huge vacant space in the city model 


below. It borders the Hudson river, from 44th St. down 
about 15 blocks. 


(CONT TNITED } 


CONTINUED : 


FRANK 
Here it is! A hundred acres of 
land, fronting the river; soon to 
be vacant. A hundred acres for 
which all of us have had plans, 
but I have great newa -- Bangkok 
and Madrid have dropped out, so we 
can move ahead with our World’s 
Olympic Fair for 2012. CITYWORLD, 
the way of the future. Look for 
yourself, folks, there it is. 


VIEW TO THE MODEL 


As city staff roll in the model of the Mayor’s ‘World’s 
Olympic Fair Park.’ 


FRANK 
New high rises for those low- 
income people we've shifted 
temporarily to the Bronx; note the 
pavilions housing the end-all of 
shopping malls, a Mega-mall; the 
three-dimensional theater 
complexes and stadiums, all to be 
sponsored by the countries and 
corporations represented. We’11 
rent them out, and look -- the 
little parks and squares, note the 
size of the parking lots -- a 
monorail system! And this, Madam 
Governor, an electronic state-of- 
the-art gaming casino. Wins and 
losses go on your final hotel bill 
which, thank you Madam Governor, 
our city will both own and 
operate. 


GOVERNOR CARTERET 
Don’t thank me, as you well know -- 
I opposed the legislation 
bitterly. 


GENE 
How much? 


FRANK 
It’s been meticulously costed, Mr. 
Hamilton, to pay for itself within 
a decade if not sooner. It’s money 
in the bank. 


(CONTTNUED \ 


CONTINUED: 


GENE 
But first you need the banks to 
raise the money to build it. 
Planning on floating a bond issue? 


FRANK 
Yes, sir. Naturally. 


GENE 
There’s already too much city 
paper out there. 


FRANK 
The city is aware of that, Mr. 
Hamilton -- and no one more aware 


than I. But Cityworld represents 
a way out of debt. Apart from the 
casino takings, the rent, the 
percentage of profit from 
utilities --- think of the jobs 
Cityworld means. After those 
immigrants we've relocated to the 
Bronx return, there’‘ll be jobs for 
all of them. 


NUSH 

Like the Mayor says, Cityworld is 
money in the bank. It’s the 
biggest project the city’s taken 
on in God knows how many years, 
and it’s overdue. Which is why -- 

(smoothly ) 
I intend to use all my influence 
to make sure there will be no 
construction delays or trouble 
from the unions. Cityworld will 
come in under budget. 


CLAUDE 
Labor Boss says 
no labor loss! 


GENE 
Cut the witticisms, Claude. 
(to Frank) 
Debt is debt, whether the debtor 
is a family or a city. Fat is fat 
and lean is lean. Now I’ve been 
around a long time -- 


(CONTTNIED } 


CONTINUED : 9 


TIM BONI 
(whispered) 
Far too long. 


GENE 

-- and I’ve never known a mayor 
who didn’t have grand schemes to 
haul the city out of debt. Look 
at this white elephant -- 

(sweeping his hand 

over the model of 

Manhattan) 
The only time the city ever did 
get out of debt was when the banks 
took over and ran it. 


TIM BONI 
True. 

TOM BONI 
Very true. 

CLAUDE 


Mr. Tim and Mr. Tom, 
Bankers with aplomb! 


GENE 
Will you keep your mouth shut, 
Claude. You’re hear to observe, 
not talk. 


CLAUDE 
It's really neat, 
when you run concrete. 
GENE 
I warned you, Claude, you’re out 
of here! 
MOVING VIEW 


Claude is glad to leave; dancing lightly across the 
catwalks, he wiggles his brows at someone in the shadows 
when he reaches the perimeter ledge. 


CLAUDE 
Sock it to ‘em, Cousin Serge! 


THE VIEW REMAINS ON SERGE CATILINE 


Having been there listening to Mayor Cicero’s pitch. 


(CONTTNUED \ 


10. 


CONTINUED : 9 


VIEW ON THE MAYOR 
Anxious not to lose their attention. 


FRANK 
(desperately) 
Mr. Hamilton, Mr. Boni, Mr. Boni -- 
CITYWORLD is the way of the 
future, I do assure you! 


MOVING VIEW ON SERGE 


Striding toward the assembled group, pushing the Boni twins 
aside. 


SERGE 
What a charlatan you are, Frank. 
Cityworld is a way of the past. 
The same gasping fish in the same 
high rise apartment boxes by the 
same inept architects; the same 
absence of good design. A casino 
for God’s sake! A place where 
paychecks are lost and kids go 
hungry. 


GOVERNOR CARTERET 
Hear, hear. 


FRANK 
When have you ever thought about 
people, Catiline? I’m not the 
charlatan, you are. Sitting on a 
mountain of toll revenues this 
city could use. I haven’t seen 
you worried about our growing 
debt, Mr. Chairman of the Design 
Authority! 


SERGE 
Oh, I’m worried Mayor Cicero, 
though my solution to what ails 
our city isn't a frantic grab at 
revenue by fair means or foul. 
What I’m planning to do with that 
site won’t milk paychecks or 
contribute to vices we should have 
outgrown by now. 

(MORE) 


(CONTTNUED ) 


11. 


CONTINUED : 9 
SERGE (cont'd) 
And it won’t cost New York City a 
cent to build, because I already 
have the funds in hand, and I’1l 
bring MEGALOPOLIS in at a fraction 
of the cost of your pathetic 
CITYWORLD. 


They all are staring wide-eyed, for only one man knows what 
Serge intends to do. 


VIEW ON GENE HAMILTON 


He is also staring wide-eyed as the rest because he loves to 
gee Serge in action. 


GENE 
Won’t cost the city a cent, huh? 


FRANK 
This is an outrage. What do you 
mean, Catiline, what the hell is 
Megalopolis? 


VIEW ON SERGE 


SERGE 
Megalopolis -- the city of 
tomorrow. On this site! As 
Chairman of the Design Authority, 
under its charter I have 
jurisdiction and I intend to build 
a dream city. A dream of a city. 


FRANK 
People can’t live on dreams. 
People need jobs, housing, 
schools, hospitals. Cityworld 
will provide the income we need, 
the jobs we need. 


SERGE 
All Cityworld will do is grow old 
in a hurry and crumble. I’m going 
to initiate change, Frank, to 
create something new, something 
that won’t be able to crumble. 


Gene turns to the Governor. 


GENE 
He’s got a point, Governor. 


(CONTTNUED ) 


12. 


CONTINUED : 9 


GOVERNOR CARTERET 
That he does. 


SERGE 
Megalopolis will be built out of 
Megalon, which is imperishable. 
That’s right, entirely out of 
Megalon. Maintenance? An 
occasional wash. 


NUSH 
Megalon is unsafe! Steel and 
concrete are safe, safe, safe! 


GENE 
I may not be able to win a Nobel 
Prize, but I can see potential 
when it’s pushed under my nose. 
Like my nephew, who has won a 
Nobel Prize -- it’s time we 
utilized the materials of the 
moment, and keep on improving them 
because research doesn’t stop and 
I don’t stop funding research. 


TIM BONI 
That you don’t. But what’s the 
price tag, Gene? I heard you hold 
the patents for everything coming 
out of Hamilton Research 
Laboratories. 


GENE 

What’s wrong with that; it was 
good enough for Edison -- the guys 
who dream it up get to play with 
their toys, get top salaries and 
tenure, get whatever they ask for 
without waiting a year for an 
answer. And Megalon‘s made out of 
what there’s plenty of -- garbage. 


VIEW ON FRANK 


Reeling from shock, Frank Cicero stands with Cityworld 
tumbling about his ears. 


NUSH 
Garbage, yet. I got no confidence 
from something made from garbage. 
(MORE ) 


{CONT TNIED ) 


CONTINUED : 


NUSH (cont'd) 

Steel and concrete are tried and 
true, steel and concrete won't let 
you down. 

(turning on Gene 

fiercely) 
Well, if your Megalon is made out 
of garbage, Mr. Hamilton, you’1l 
get none of New York’s. New York 
garbage goes for landfill, my 
contract says so. 


Gene roars with laughter. 


GENE 
There’s never a shortage of that 
particular commodity! 


FRANK 

(using his authority 

as Mayor) 
Please, please! Catiline hasn't 
got the say here, I do! I am the 
elected official here! And I want 
to see Cityworld become an income- 
earning, prosperous reality! 


SERGE 
A stain on what the future should 


FRANK 
The future, the future! It’s the 
present we live in and the present 
we should concern ourselves with. 


SERGE 
If we don’t care about the future, 
there won’t be one. 


CLOSE VIEW ON FRANK AND SERGE 


The former D.A. comes out in Frank. He almost seethes from 
hatred and envy of Catiline. 


FRANK 
Listen to him! Listen to Design 
Czar Catiline! Were you so cool 
and collected when you murdered 
your wife? 


SERGE 
As the former D.A., Cicero, you 
should know that’s actionable. 
(MORE) 


(CONTTNIEN } 


14. 


CONTINUED : 9 
SERGE (cont'd) 
I was acquitted in your courtroom, 
remember? 


FRANK 
How can I forget? You made a 
travesty out of justice. 


SERGE 
You mean you couldn’t scare up a 
shred of evidence. 


FRANK 
Did you make Megalon out of her 
body, Serge? 
(trembling with anger) x 
Is Lily a plastic girder? A wall 
panel? 


Serge rolls up his plans and flashes a big grin. 


SERGE 
You're out of the race, Mayor. 
I’m building it my way. As 
Chairman of the Design Authority I 
have jurisdiction over parks and 
fairs and I already have the money 
to develop the site. 


You're a fraud, Catiline, and so 
is this... this Megalopolis of 
yours. I promise you I will use 
all the power of my office to stop 
it. 


REBECCA SILVER, the city’s PR officer, tries to draw Frank 
out of the room before he says too much. 


REBECCA 
Mayor, you’re expected in the city 
in less than an hour. 


FRANK 
Okay, okay. Okay, Rebecca. 
(fuming) 
It’s a siren song to lure the city 
onto the rocks! 


REBECCA 
Come on, let’s go out the back 
way. I can’t face running into 
that bunch in the foyer -- and the 
parade can’t start without you. 


(CONT TNIED } 


10 


CONTINUED : . 9 


She hustles the Mayor out. Gene looks at Serge. 


GENE 
Well, Nephew -- I guess it’s 
settled then. Megalopolis goes up 
on the site, not Cityworld. 


MOVING VIEW ON GENE HAMILTON AND SERGE 


They leave together, looking like father and son, Davy Cato 
on their heels, his face curiously disappointed. 


VIEW ON NUSH AND MEADE 


MEADE 
(to Nush) 
Nepotism reigns. How many 
Hamiltons are there, for God’s 
sake? 


NUSH 
Too many. 
(warmly ) 
You’re like a son to me, Meade. 


Meade’s large greenish eyes betray no emotion save when they 
gaze upon the old man with complete love. 


EXT. EXHIBITION HALL - DAY 10 


Gene’s vintage limousine is there, its door open. Gene 
steps in, followed by Davy. He peeks out the window. 


GENE 
You can build casinos with Megalon 
too if you have to, you know how 
that old saying goes? 


A black Citroen pulls up. 


SERGE 
‘You can’t fight city hall?’ 
We'll see. 


Serge's driver, an ex-linebacker named FUNDI with gorilla 
arms, is able to open the rear door without getting out. 
Serge steps in and the Citroen drives off. 


16. 


ik 


12 


EXT. TRIBOUROUGH BRIDGE TOLLS - DAY ll 


Automobiles stop and go as they make their way into the 
immense city. Design Authority troopers halt cars and wave 
the Citroen across the lanes, toward the far side V.I.P 
lane. 


MOVING SHOT 


As the Citroen turns into a private lane marked “Design 
Authority Only” leading past the toll gates unhindered. A 
trooper salutes the Chairman. 


INT. CITROEN - DAY 12 
Serge turns on the TV in the Citroen. 
VIEW ON THE TV 


Stock market coverage by a financial newscaster, beautiful 
and sexy, ‘WOW’ BALTIMORE. She is the brilliant financial 
commentator and probably the most desired single woman in 
the city. Her nickname is based on the gasp everyone makes 
when they first see her. She stands in the middle of the 
trading floor; stock prices roll across the bottom of the 
screen. 


Wow 

(on TV) 
--eChairman Gene Hamilton’s 
departure isn’t imminent, but 
corporate succession at Hamilton 
National affects the future of a 
financial-services company so 
vast, with 270,000 employees in 10- 
plus countries, as to challenge 
any individual to run it 
effectively. 


Serge’s phone RINGS. The divider glass goes up as he 
answers it. 


SERGE 
(on phone) 
Wow, I’m watching you now. 


wow 


(angry) 
That was two hours ago -- I came 


home to meet you. 


(CONTTNIUED } 


17. 


12 


13 


14 


CONTINUED : 12 


SERGE 
I tried to call you. 


WOW 
I don’t understand you, Serge; do 
you understand yourself? Your 
needs? Your women? Do you even 
want to? 


Serge notices the woman in the car alongside him, driving 
out of his VIEW. 


SERGE 
Yes, Wow I do -- 
(click, she hangs up) 
I want to understand myself. 


He waves his hand to stop time and reverses the traffic, so 
that the woman is back in his VIEW. She smiles. 


EXT. THE CITY - DAY 13 


The Citroen moves deeper into the crowded streets 
approaching a parade. Children in strange uniforms with 
their band instruments and flags, scouts, soldiers, cadets 
and policemen are congregating. A cop approaches the car as 
it is stopped by a blockade. 


EXT. FIFTH AVENUE PARADE - DAY 14 


Mayor Frank Cicero is marching with his wife TERRY. Rebecca 
Silver keeps shuffling them to different parts of the parade 
to avoid hecklers. Crowds boo; "Cicero you hack!” 


REBECCA 
They'll be no shortage of ‘boos’ 
out there, your honor. Maybe you 
want to leave the wife out of 
this. 


FRANK 
A parade isn’t a parade without 
the Mayor marching. 


TERRY 
Let’s march with the fire 
department, Frank. Who'd want to 
boo the fire department? 


(CONTTNIED } 


18. 


14 CONTINUED : 14 


; CROWD 
When will our garbage get picked 
up, Cicero? 


Crowds book and jeer, some throw garbage before the cops can 
stop them. 


FRANK 
My opposition’s got ringers out 
there. They’1ll probably follow me 
all the way up 5th Avenue booing. 
Who cares? 


HECKLER 
What about the shit in the 
subways!!! 

TERRY 


You do, Frank. 


Rebecca hurries them next to the marching firemen. Frank 
moves even closer to Terry, almost wishing he could lean on 
her. 


FRANK 
How am I going to go down in 
history as the best Mayor since 
Fiorello La Guardia if I can’t 
haul the place out of its 
financial mire? 


TERRY 
Stand up straight, Frank -- and 
for heaven’s sake wave! 


REBECCA 
Where’s Julia? 


Frank scowls, waving. 


TERRY 
Don't bring up Julia to him now. 


FRANK 

They hardly know me yet. Think 
I’m some nobody tagged to replace 
the old mayor because he dropped 
dead. 

(throwing kisses) 
They would love me if they knew 
me. 


({CONTTNUEN ) 


14 


15 


CONTINUED : 14 
TERRY 
They will know you. It’s in the 
cards. 
EXT. CROSS STREET - DAY 15 


VIEW ON THE CITROEN 


Crowds are deep behind the police barriers. A Lieutenant 
notices the distinctive car stopping and steps up to the 
driver. 


FUNDI 
I got the Chairman of the Design 
Authority. 

LIEUT. 


Sorry, go ahead Dr. Catiline. 
Serge gives a half-hearted wave and the Lieutenant snaps to 
attention, signaling his men to move the barricades and move 
out to stop the parade and let the Citroen through. 
HIGH VIEW ON THE CITROEN 


Moving through the crowds. Some recognize Serge’s car and 
applaud his great public work. 


VIEW ON FIFTH AVENUE 
A whistle BLOWS as the police stop the parade just as the 
Mayor’s party was about the cross. 
FRANK 
Applause? Who the hell is that 
for? 


REBECCA 
That’s Dr. Catiline’s limo. 


THEIR POV 


Serge’s car being escorted across as the crowds part for it, 
applauding and cheering ‘Bravo, Catiline!’ 


CLOSE ON FRANK 


Watching enviously. 


(CONTTNUED } 


20. 


15 


16 


17 


CONTINUED : 15 


FRANK 
Stop the Mayor’s parade for 
Catiline? 


NEW VIEW 


The Citroen has moved through, but a few reporters with TV 
cameras have cornered the Mayor. 


NEWSMAN 
Mayor, what about the casino? 


FRANK 
The casino will go ahead as soon 
as funds can be found and 
allocated. 


NEWSMAN 
Is it moral and ethical that a 
government should profit from what 
Serge Catiline says is a kind of 
addiction? 


FRANK 
Are we of this city’s 
administration to cower and cringe 
before a man who wasn’t elected? 
Who talks about the future to 
people who haven’t got a present! 


Rebecca is signaling to the police to blow the whistle, 
start the parade moving and get her boss out of the hot 
seat. The whistle BLOWS -- the parade continues on. 
FRANK 
(waving 
Thank you, everyone. 
EXT. UPPER EAST SIDE APARTMENT - DAY 16 
Serge emerges from his Citroen, and moves quickly into the 
apartment building. 
INT. WOW’S APARTMENT -— AFTERNOON 17 
MEDIUM VIEW ON WOW BALTIMORE 


She stands before Serge naked except for the diamond 
wristwatch which she taps with a polished fingernail. She 


is very angry. 


(CONTTNUED ) 


21. 


17 


18 


CONTINUED : 17 


In nature she’s brilliant but narrow, conceited, arrogant, 
well aware that she is seductive heaven on a platter. She 
loves Serge because she can’t bend him to her will. 


SERGE 
Aren’t you going to catch cold 
standing there in only your 
jewelry? 


WOW 
Have you no concept of time? 


SERGE 
Actually, Wow, I don’t. 


She stalks into the bedroom. He follows. 


INT. BEDROOM - AFTERNOON 18 


Wow has slipped into the large bed covered with trays, 
magazines, Coke bottles, etc. A TV is playing a tape of her 
latest “MoneyWeek” show. 


WOW 
(on TV) 
“Before we get to MoneyWeek’s 
guest, Mr. Eugene Hamilton -- 
Chairman of Hamilton National 


Bank... 

SERGE 
For God‘s sake Wow, turn yourself 
off. 


She turns the television off with a remote. 


wow 
How can I when you turn me on like 
Times Square at dusk? How can I 
when you make me wait? I’m not 
one of your shop girls. 


SERGE 
Not at all, you’re a high class 
bitch, Miss Baltimore. That’s why 
I love you. 


Wow 
Hah! 


(CONT TNUED ) 


22. 


18 


CONTINUED : 18 


SERGE 
The meeting with the city fathers 
took place and I won. I’m going 
to build Megalopolis! 


WOW 
Fuck Megalopolis. It means more 
to you than I do. 


SERGE 
Rejoice with me Wow, I won. I 
won! 


He smiles to her; reaches out for her. She’s still playing 
hard to get. His eyes roam the bedroom, offended as always 
by its slatternly appearance. 


SERGE 
I can’t tolerate slobbery. 


He walks around compelled to gather the wreckage up using 
one hand to shove her bottom aside impatiently while the 
other rescues a Chinese food carton and an empty candy bag 
from the bed. He tosses the stuff into the trash. 


wow 
You’re an obsessive-compulsive 
wacko, Serge. Anal as hell. I 
(growl in her voice) 


-- am oral. 

SERGE 
That’s what I like best about you, 
my beauty. 


He starts to move toward her but Wow throws herself into an 
easy chair and glowers at him. 


WOW 
Sit down, Serge. Is it too much 
to ask to have a little 
conversation? 


His eyes closed, he shakes his head. 


SERGE 
No, Wow, of course it isn’t. I’m 
sorry, go ahead. Look, I’m 
sitting. 


(CONT TNIED ) 


23. 


18 


CONTINUED : 


wow 
Truly, Serge, the longer I know 
you the less I know you. What a 
way to start a conversation. But-~-- 
all right, if the direct approach 
is the only one, here goes. It’s 
time you and I got married. 


That opens his eyes. 


SERGE 
Why? 


wow 
Because you and I have been lovers 
for five years, and I am not 
getting any younger. I’11 be 
thirty-five in November. 


SERGE 
I don’t see what the one has got 
to do with the other. 


Wow 
It’s this way, lover. I want to 
get married. I need to get 
married. The career is beginning 
to pall, I’ve gotten what I want 
out of it. 


SERGE 
The general description is that 
you’re the most desired woman in 
New York City. 


Wow 

(flattered) 
I believe I am. But yours and 
yours alone, my darling. No one 
else can get to first base, though 
there are many who try to steal 
it, including your dear Uncle 
Eugene. I want you to marry me. 


SERGE 
Having tried it, I can’t recommend 
the institution. 


WOW 
Lily was a tragic mistake, that’s 
all. 

(MORE) 


18 


(CONTTNUED } 


24. 


18 


CONTINUED : 


18 
WOW (cont'd) 
It’s time you left Lily’s death 
behind you. I love you with all 
my heart, Serge. 


SERGE 
(dreamy detachment) 
Everyone always assumes she’s 
dead, but she might not be. 


Wow doesn’t understand, but he passes by that quickly. 


SERGE 

I keep wondering if she’s going to 
walk through my door. Hi Serge, 
I’m back. Just a little bout of 
amnesia, is all. 

(his mouth tightens) 
Wow, don’t marry for love. It’s 
too hard on the soul. 


wow 
It’s wrong not to marry for love. 
Marry me, please. 


SERGE 
No. 

WOW 
Why? Why? 

SERGE 


Because, my Wall Street Witch, 
you're too discreet. We’ve been 
together for all these years, but 
no one knows. That means you 
treasure secrets. If you have 
other men, I’d never know. If 
ever I do acquire another wife, 
she will need to be as flawless 
and transparent as Baccarat glass. 


WOW 
I don’t have other men! 


SERGE 
So you say. But every day of your 
life, on the TV, Wow, you lie. I 
see you doing it. With such 
belief. 


(CONTTNURD 5 


25. 


18 


CONTINUED : 18 


NEW VIEW 


He joins her on the bed and props himself on an elbow to 
contemplate exactly where to start. He decides on her 
mouth, and kisses it forever. From there it’s a gradual 
slide down. 


CLOSE ON WOW 


Her expression moves through a range of emotions starting 
with a tiny smile. 


WOW 
Why, Serge, why? 


SERGE 
Because sometimes, you can be a 
plastic bag over my face. 


That hurts, but her body responds to him even without her 
consent. 


wow 
-- you think you have mental 
chains binding me to you -- 


SERGE 
Yes, but as frail as tissue. 


He kisses and licks her waist adoringly. 


wow 
(gasping) 
I don’t know -- Serge -- but even 
that first time -- and always when 
we're making love -- it’s as 


though I’m getting transfusions of 
your greatness through my vagina. 


Her pleasure eclipses all else. But then reality gets the 
upper hand. 


wow 
But -- I’m not going to stay on 
Wall Street until I become one of 
its grand old institutions and the 
pigeons shit on my memorial. I 
can’t wait for time to ruin me! 


Her knees go; she collapses to the floor and howls ina 
frenzy. Serge sighs and leaves. When she senses he is 
gone, she recovers and clicks on the TV. 


(CONTTNIED } 


26. 


18 


19 


20 


CONTINUED: 


WOW 
(on TV) 


18 


Mr. Hamilton, your departure from 
the bank isn’t imminent, you’re in 
good health and don’t appear to be 
in a hurry to name a successor -- 
you have everything in life a man 


could want. 


(looking at him 


alluringly) 
What's next? 


EXT. GRACIE MANSION - DAY 


19 


Many city cars are gathered by the guard booth; their 
drivers chatting with the police stationed there. 


INT. DINING ROOM - DAY 


20 


Frank Cicero sits around the dining table with his staff, 
including Rebecca Silver, comptroller AL MORGENTHAU, and 


police commissioner STANLEY HART. 


A distance away, Frank’s 


wife Terry sits by herself with scissors and a stack of 


newspapers, clipping out articles. 


FRANK 


We’ve lost ten thousand jobs in 
the last five years, and at the 
same time new immigrants have 
arrived looking for jobs and 
requiring services, putting even 
more drain on city resources -- 


MORGENTHAU 
Previous administrations simply 


went into debt. 


FRANK 


Debt is the plague of our times. 


MORGENTHAU 
More immigrants -- more city 
employees -- more pensions and 
benefits. It’s an impossible 


situation. 


JULIA (0.S.) 
Impossible? My father doesn’t 
know the meaning of the word 


impossible! 


(CONT TNIED } 


27. 


20 


CONTINUED : 20 


JULIA CICERO appears, barefoot and in a white halter evening 
gown with bustle, trying to sneak up the staircase. She is 
in her early 20s, exquisite. She has been a photographic 
model, photographer, detective, toying with any number of 
professional options. She shows the diction, elocution and 
poise resulting from years of excellent finishing schools. 
Her entrance breaks the tension, everybody looks at her and 
just smiles. They know she’s Frank’s favorite and his 
problem child, obviously just coming home from a wild night. 
Commissioner Hart is her slave. 


JULIA 
Could I get some scrambled eggs -- 
I’m suddenly starving. 


FRANK 
Good afternoon, Julia, I feel I 
haven't seen you in a month. 


JULIA 
Not true at all; I saw you the 
night before last for dinner. Can 
I help with your problems? 


FRANK 
Sure, the city’s in debt; the 
banks won’t pony over any more 
until we balance our budgets -- we 
have three more weeks of cash 
reserve to write checks for our 
payroll. 


JULIA 
(thinking) 
What about the Feds? 


HART 
They told us to drop dead. 


FRANK 
We didn’t even get thirty pieces 
of silver. 


JULIA 
Well, my Daddy always says -- 
‘look to history.’ 


MORGENTHAU 
We should start a war? 


Morgenthau and Hart start to laugh but Frank stares them 
down. 


(CONTTNUED \ 


28. 


20 


CONTINUED : 


20 


FRANK 
(proudly) 
Do I see the glimmer of an idea? 
Julia’s my summa cum laude history 
student. 


The scrambled eggs are rushed in. 


FRANK 
Good, bring her food. 


JULIA 

Bread and circuses. 
(eating and thinking) 

Our city is the greatest city in 
the world; the center of the 
world. Everyone wants to visit 
it, come here stay in our hotels, 
go to our fashion shows, eat at 
our restaurants and catch a 
glimpse of what’s coming next. We 
need bread and circuses. We need 
a show, a big show that they’d all 
have to buy tickets for. 


FRANK 
That’s Cityworld; an Olympic 
World’s Fair! 


REBECCA 
Try to pry that away from 
Catiline, that’s the problem. 


JULIA 

(looking up from her 

plate) : 
The way I see it, DEBT represents 
the past, money you've already 
spent. CASH is the future, 
because it’s money you have the 
potential to spend... 


FRANK 
And the present? What is the 
present, Julia? 


JULIA 
(going back to her 
eggs ) 
Well, SEX is the present because 
it’s the ‘here and now.’ 


(dropping her napkin) 
(MORE) 


(CONTTNUED ) 


29. 


20 


CONTINUED: 
JULIA (cont'd) 
Well, thanks for breakfast -- I’ve 
got to get some sleep. 


They all look at their watches -- it’s late afternoon. 
Frank rises to his fatherly duties. 


FRANK 
Julia, I want to talk to you. 
(to the others) 
Would you excuse us please. 


The city officials scoop up their documents and take their 
leave, causing Julia to turn around mid-way in her exit from 


the room. Terry picks up her clippings and rises. 


TERRY 
(leaving) 
Frank, you’re in for a hard time. 
Mare is retrograde in Sagittarius, 
opposing your Venus and squaring 
your sun. 


Left alone with her father, Julia’s smile fades. 


FRANK 
Where were you all night? 


JULIA 
Who can remember. The city’s a 
great big toy. 


FRANK 
(hopefully) 
Does that rhyme with ‘boy’? 


JULIA 
How about the city’s a great big 
‘pearl’ then. 


FRANK 
Julia, Julia, Julia. 


JULIA 
Daddy, Daddy, Daddy. 


FRANK 
I’ve told Commissioner Hart I 
don’t want you running around with 
the police anymore, going out at 
night with the detectives... 


JULIA 
But Dad -- 


(CONTTNIED \ 


30. 


20 


CONTINUED : 


Frank indicates a tabloid newspaper on the table. 


20 


FRANK 
And I don’t care if Commissioner 
Hart gave you that little badge, I 
don’t want you in the vicinity of 
gunfights, and drug hustlers and -- 


JULIA 
What’s really up? Dad? 


FRANK 
Every night, out all hours. Every 
morning in the papers -- 
photographed half naked in the 
fountain of the Plaza Hotel; 
dancing wildly with lesbians in 
the Village. 


JULIA 
They are my friends. 


FRANK 
Models and photographers in 
nightclubs, drinking and doing God 
knows what. 


JULIA 
I’m well over twenty one. 


FRANK 
And worse than anything, with that 
scandalous group of rich kids -- 
Claude Hamilton is a blot on his 
family’s name, and as for those 
sisters of his -- they sleep with 
each other! 


JULIA 
Were things any different in your 
day, or ever? 


FRANK 
In my day all I knew was study and 
work; my family was poor and we 
all tried to help. 


JULIA 
(hurt) 
I try to help you, Daddy. I do, 
but in my own way. 


f CONTITNIED) 





31. 


20 CONTINUED : 20 


FRANK 
It hurts me when they describe you 
preferring -- women. And with 
pictures, yet. 


Julia takes the papers. 


JULIA 
Dad, like it or not, this city 
today is in the age of the female, 
La Donna; it’s the young women 
with the ideas, the talent and the 
daring that are making things 
happen. The men are all rock 
guitarists or wimps obsessed with 
job security; terrified of 
responsibility and too timid to 
start families, much less found a 
dynasty that will last 300 years, 
for God’s sake. The girls have 
left them in the dust. It’s a 
political issue, not a personal 


one. 
FRANK 
Politics is the personal made 
public. 
JULIA 


If truth be known, you’d have a 
hard time finding a woman under 24 
who isn’t vaguely bisexual. 


FRANK 
But you’re a Cicero -- we prefer 
the old values. 


JULIA 
I love you very much Dad, but I’m 
grown up and I have to discover my 
own soul in my own way. 


Frank puts his arm around her and walks her over to the 
French doors leading to the patio overlooking the river. 
She clutches the incriminating tabloids behind her. 


FRANK 
Why not get out of the city, go 
back to college. Earn your 
degree. 


(CONTTNUED ) 


20 


21 


22 


CONTINUED : 20 


JULIA 
You’ve already educated me. 


FRANK 
So you’d rather be Servillia... 


JULIA 
(finishing his 
sentence) 
-- The Medea of the Palatine. 


FRANK 
-- than Cornelia -- 


JULIA 
-- the ‘mother of the Gracchi.’ 
See, Dad? You have rubbed off. 
The nut doesn’t fall far from the 
tree. You never give up; never 
settle for less; never lie, steal 
and never cheat, and neither do I. 
When I find my own soul, I'll make 
you proud -- Daddy. 


He reaches out for her and hugs her tightly, passionately. 
Nothing means more to Frank than his daughter Julia, and 
only after that perhaps, his honor. 

CLOSE VIEW 


On Julia’s hands behind her back, holding the tabloids. She 
flicks them away, out of the house. 


DISSOLVE TO: 


EXT. THE YARD - DAY 21 
The papers blow in the wind, opening, and showing the 
pictures of Julia dancing with models and the scandalous 
Clodia Hamilton. The wind blows them away. A gardener, 
picking one up, puts it in his sack. 


DISSOLVE TO: 
EXT. AVENUE - DAY 22 


Time is passing as crocuses turn to tulips and dogwood 
flowers. 


(CONT TNITED ) 


33. 


22 


23 


24 


25 


CONTINUED : 22 


Bags are collected, some papers falling out. We see 
pictures of Gene Hamilton with Wow Baltimore on his arm 
caught going into the "21" Club. 


DISSOLVE TO: 


EXT. GENE HAMILTON’S HOUSE - DAY 23 
The season has changed, we see one classical tower with a 
prominent peristyle terrace adorned with classical statues. 
INSERT 24 


A wedding invitation, magnificently engraved: “Lavender 
“Wow” Baltimore and Eugene Hamilton...” 


DISSOLVE TO: 


EXT. HAMILTON’S TERRACE - DAY 25 


Gene Hamilton’s terrace garden. It looks out over an 
incredible view. An archery target and workout equipment 
stand at the far end. His nephew Claude has come to see 
him, in white tie -- Gene motions him over. 


GENE 
Come here, Claude -- come here. 


Gene is dressed in white tuxedo, he seems most vibrant. 
He’s trying to fix his bow tie, wants Claude to help hin. 


CLAUDE 
Congratulations, Uncle Gene. 
Wowle Wow! 

GENE 


Great turn of events, eh? 


CLAUDE 
A partridge in the house, 
sure beats shooting grouse. 


GENE 
Cut that rhyming crap, Claude! 
You're my heir, behave like it. 


CLAUDE 
Okay, Unc. 


fCONTTNURD ) 


34. 


25 


CONTINUED : 


25 


GENE 
I wanted to explain why I asked 
your cousin Serge to be my best 
man. He’s mature. 


CLAUDE 
Is she already pregnant? 


GENE 
No chance of that, my plumbing’s 
been disconnected. 


CLAUDE 
So she got the bank without the 
grind of motherhood. Did you get 
a prenuptial agreement? 


GENE 
I may be old but I’m not stupid. 


CLAUDE 
Just asking. Why are you marrying 
her? 


GENE 
Because I’m nuts about her. She’s 
my present to myself. I’1l stay 
young. I might even live forever. 


CLAUDE 
Whoopee-doo for the heir. 


GENE 
You ought to spend time at the 
bank with me. 


CLAUDE 
No thanks, Unc. I like my life 
the way it is. Claude Hamilton 
the third; bad boy, hip boy, 


playboy. 
GENE 
Gay boy? 
CLAUDE 
That’s my sisters you’re thinking 
of. 
GENE 


Rumor says you sleep with them. 


(CONTTNUED \ 


35. 


25 


CONTINUED : 


25 


CLAUDE 
Rumor, rumor! What do you say? 


GENE 
I don’t give a rat’s ass so long 
as you turn into someone who’ll 
guard the Hamilton empire better 
than a Doberman its bone. 


CLAUDE 
Why isn’t the family genius your 
heir? He’s mature. 


GENE 
Geniuses, nephew, regard money as 
a tainted tool. Serge’d give it 
away. 


CLAUDE 
So you’re stuck with wild boy 
Claude. Did you hire the city’s 
pet virgin to sing at your 


reception? 
GENE 
Sure did -- thanks for the tip. 
Not cheap. 
CLAUDE 
Good. 


Gene puts his arm around Claude, and walks him out. Claude 
holds a small video camera in his hands. 


Claude leans 


GENE 
Be nice to Wow once she’s in the 
family, hear me? 


CLAUDE 
I‘1l be so nice I’1l even call her 
my Auntie Wow. 


GENE 
Got your little camera charged up 
for the wedding? 


to kiss him on the cheek. 


CLAUDE 
Sure have, you’1l get the Claude 
version of your wedding -- all the 
dirt, all the snide remarks. 
(MORE) 


(CONTTNIED } 


36. 


25 


26 


CONTINUED : 25 
CLAUDE (cont'd) 
Watch and you'll know, 
friend from foe. 
INT. GENE AND WOW’S WEDDING RECEPTION - NIGHT 26 
(As seen through the tiny video CAMERA of Claude Hamilton.) 
IMAGE -- Serge giving the toast as Best Man. 


Camera keeps PANNING from Serge’s crotch to Wow’s 
breathtaking cleavage. 


IMAGE -- Claude’s sisters -- CLODIA, CLAUDINE, AND CLODINA. 
Known as the ‘Claudettes’ to the many who have enjoyed them. 
Totally lascivious coverage of Maids of Honor misbehaving. 
IMAGE OF DAVY CATO 


With his wife, clearly not listening to her and gazing at 
Wow’s legs and shoes. 


IMAGE OF GROOMSMEN 


All over seventy, still talking abut young girls. One is 
getting a oxygen fix. 


IMAGE OF WOW 
Can’t keep her eyes off of Serge. 
IMAGE OF SERGE 


Trying to be indifferent to Wow, but steals a glance. He is 
totally preoccupied by the teenage singing sensation. 


IMAGE: TEEN STAR 

VESTA SWEETWATER has been hired to sing for the Hamilton 
young people at the request of Claude. She’s photographed as 
she poses with Gene and Wow, and is especially flustered with 
the dapper Serge Catiline. 

VIEW ON VESTA 


Camera is handed off, s0 Claude, smitten and jealous, is in 
the picture with her. 


CLAUDE (0.S.) 
Fuck Serge. 


(CONTTNUED \ 


26 


27 


28 


CONTINUED : 26 


CLOSE SHOT 


Vesta kisses Serge on the cheek, and then blushes and fans 
herself. 


CLAUDE 
Are no virgins sacred? 


CLOSE ON SERGE 


Someone introduces Julia to him. Claude takes her by the 
hand and jealously leads her away. 


IMAGE OF THE CLAUDETTES 


Offering drugs and seducing some unsuspecting other 
bridesmaid in the ladies room. THE CAMERA tilts up and is a 
grotesque IMAGE of Claude leering into it. Claude is with 
his old boarding school pal, ANTON SMITH -- dense, muscular; 
a former West Point Cadet recently kicked out. He pulls his 
pants down and the bridesmaids are amazed at what they see. 


INT. LIMO - NIGHT 27 
Claude’s camera points at himself. 


CLAUDE 

(video sound) 
What am I up to? Change. Kick 
the old to death, piss on their 
beliefs so the new can be born. 


INT. CLOUD TOWER - NIGHT 28 


CLAUDE’S CAMERA -- Serge has made the mistake of having them 
all back to party in the Cloud Tower. Both Serge and Julia 
try to outdo each other with their behavior -- Julia with 
Clodia and Serge with Vesta, who has disappeared with Serge. 
Claude’s camera is on a drunken, drugged Julia. 


ANTON (0.S.) 
What about her? 


CLAUDE (0.S.) 
(to his sisters) 
Examine her. Is she really a 
virgin? 


CLODIA (0.S.) 
Claude? 


(CONTTNUED ) 


38. 


28 


29 


CONTINUED : 28 
CLAUDE (0.S.) 
I like virgins, only virgins. 


A hand pulls the CAMERA and we are in an EXTREME CLOSE shot 
of Clodina pushing her face into the camera. 


CLODINA 
Don’t mess with Claude and his 
women. The last thing you need. 


The CAMERA swings to Julia, clearly high -- recently part of 
the Claude Club and being fondled by Clodia. 


CLODIA (0.S.) 
Cousin Serge? He’s first on the 
revenge list. 
Julia is smiling until she hits bottom and passes out. 
CLOSE ON JULIA 
Dreaming. 


DISSOLVE TO: 


EXT. STREETS - HIGH ANGLE - DAY 29 
JULIA’S BAZAAR DREAM: 

Julia walke by the sidewalk where a street artist draws a 
huge question mark ending his colored chalk question with: 
“THINGS ARE CHANGING, BUT TO WHAT?” 

MOVING VIEW JULIA 

Making her way down the immigrant streets, among the carts 
and street vendors, bazaar of spices, nuts of all types. 
Steam rises from cooking Middle Eastern delicacies -- there 
are trinkets, ornaments and clothing. Arab vendors cry out 
"I got Bulgari watches -- Armani shirts -- Gucci belts!” 
VIEWS 


Glimpsing life, beads and books, belts and merchandise from 
the four corners of the empire. 


MOVING CLOSE VIEW ON JULIA 


Had a hard night, but seems intent on going to give a 
warning. “...Genuine Rolex watches!” 


(CONTTNUED ) 


39. 


29 


30 


31 


CONTINUED : 29 


FULL VIEW -- THE CHRYSLER BLDG 


Ite tower rising up from behind a block of the city. 


INT. LOBBY OF DESIGN AUTHORITY -— DAY 30 


Julia Cicero moves past the awards and displays to a 
secretary, SARA, slouched in her swivel chair faking Serge’s 
signature. 


JULIA 
I’m here to see Dr. Catiline. 


SARA 
(not looking up) 
Are you the press? 


JULIA 
No, I’m Miss Julia Cicero. 


SARA 
May I ask what it’s about? 


JULIA 
About Miss Julia Cicero. 


Sara punches a button on the intercom. 
SARA 


Just go right up those steps, Miss 
Julia Cicero -- 


(smiling) 
--as thousands have gone before 
you. 
INT. CLOUD TOWER - DAY 31 


Serge is by the window. When he sees Julia it’s as if for 
the first time, stunned admiration. 


SERGE 
I was in a state of shock when I 
learned your identity, hadn’t 
registered how beautiful you are. 


JULIA 


Save your blandishments for your 
women. 


(CONTTNIED } 


40. 


31 


CONTINUED : 31 


SERGE 
A vocabulary and all. How could I 
have been so blind -- it’s just 
that one candlepower has turned 
into megawatts. 


Their eyes meet. Both draw a breath, experience a moment in 
which time, now elastic -- seems suspended. Flustered, they 
break the glance and move away from each other. 


SERGE 
(breaking the spell) 
What’s urgent enough to compel 
Frank Cicero’s daughter to see his 
old enemy? 


JULIA 
His new enemy, since your 
Cityworld veto. 
(quickly) 
But this has nothing to do with my 
father. I’ve come to warn you 
about Claude Hamilton. 


SERGE 
(half-laughing) 
Claude? That‘’s ridiculous. 


JULIA 
No it isn’t. Claude is plotting 
revenge against you. 


SERGE 
That’s a joke. 


JULIA 
Dr. Catiline, it isn’t a joke. 


SERGE 
He’s harmless. 


JULIA 
Don’t take him lightly. He’s very 
dangerous. He said a lot last 
night. 


SERGE 
I must remember to tell Claude 
that he’s managed to convince one 
person he’s dangerous and not an 
idle fool. 


(CONTTNUED } 


41. 


31 


CONTINUED : 


JULIA 
Maybe Claude doesn’t do any useful 
work, but he works at getting back 
at people. Truly, he’s dangerous - 
- especially to you. 


SERGE 
Because I used to kick his ass 
when he was sixteen. He was an 
apprentice in my studio one 
summer. One summer was enough. I 
asked him what field he wanted to 
study with me and he said, 
“Genius.” 


JULIA 
I heard it was over a girl. 


SERGE 
He quit, bygones are bygones. 


JULIA 
Not where Claude’s concerned. He 
has a book he calls his revenge 
aie and your name is the first in 
t. 


SERGE 
Oh, very serious. And my name is 
in it, you say? 


JULIA 
In purple ink. The worst. 


He catches her eyes; her breath leaves her again. 
totally charmed by her. 


SERGE 
You look -~ oh, five years old. 
In fact I wish you were just a 
little chubbier. 


He laughs but she doesn’t find it funny. 


JULIA 
I’m not chubby, and I’m not five. 
I can see I wasted my time. 
Goodbye. 


SERGE 
Don’t go -- not yet, please. 


31 


He is 


(CONT TNIED ) 


42. 


31 


32 


CONTINUED : 31 


Their eyes catch once again. Time seems frozen to her; 
flustered, she tears her eyes away to look at her watch. 


JULIA 
I’m afraid I must. As surreal as 
it sounds, the President and First 
Lady are coming to dinner tonight 
and if I’m one second late, my 
head will be displayed on a spike 
outside Gracie Mansion. 


SERGE 
I want to show you what I am 
doing. 

JULIA 


I would love that -- in fact -- 
but I can’t now. 


He is right next to her, and that is dizzying. Julia sways 
a little. He takes her wrist lightly in his fingers -- not 
only a caress but a command. 


SERGE 
You won’t be late. I'll stop time 
for you while you look at 
Megalopolis. Then Fundi will get 
you home in time. 


She glances at her watch, her resolve crumples. 


JULIA 
Okay, it’s five fifteen -- just a 
minute or two. 


INT. DESIGN STUDIO - DAY 32 


Serge leads her down into his Authority studio, where the 
plans for Megalopolis are being hatched. 


There are drafting tables and various members of the design 
team at work. The windows overlook the entire city. In the 
center of the area is a ping-pong table on which is spread a 
blueprint of the entire Megalopolis as it is envisioned 
(which changes daily). 


SERGE 
This is it. 


(CONTTNUED } 


43. 


32 


CONTINUED : 32 


VIEW ON PING-PONG TABLE 


Cardboard boxes, various chunks of styrofoam placed around, 
balsa wood crudely carved into shapes -- several volleyballs 
and a basketball; a section of bonsai trees. Julia gazes, 
awed, understanding what they are doing. She begins to SEE 
the various members of Serge’s design team. 


JULIA 
It’s -- beautiful, isn’t it? 


SERGE 
Sorry, this is Julia Cicero. This 
is Charles Eddington, my chief 
engineer and architect. The 
redhead over there is Balin of the 
fractals, my physicist. And Vera 
Constantine, my electrical 
engineer -Don Parsons, social 
engineer, Jeannette Papadopoulos, 
my biochemist -- Kara Kazanian, my 
mathematician. 


JULIA 
And this team is all you need to 
build a whole city? 


SERGE 
There are many others, just not 
here inside the womb, if I may be 
excused the metaphor. 


JULIA 
Are you trying to needle me? 


They all look around to others for confirmation chuckling to 
themselves. Serge points to the cluster of basketballs. 


SERGE 
That’s the center. The city of 
the future for the man of the 
future -- 


JULIA 
The person of the future. 


SERGE 
Yes. 
(pause) 
(MORE ) 


(CONTTNUED ) 


44. 


32 


CONTINUED : 


32 
SERGE (cont'd) 
We started by asking what the 
people of the future would be like 
in -- say, one hundred years 
forward in time. Had to know what 
their world will be like; how the 
person of the future would want to 
live? 


JULIA 
Okay, and? 


SERGE 
We realized that technology would 
eliminate the need for human 


labor. 

JULIA 
Technology, you mean, like 
Megalon? 

CHARLES 


Well, we have to assume Megalon is 
a beginning -- there will be many 
more developments. 


JULIA 
But ‘exactly’ how? And when? And 
what exactly is Megalon? 


Different members of Serge’s team are working on the 
project, men and women, young and older. 


SERGE 
It’s a plastic, in that it’s 
organic and non-metallic. But the 
arrangement of its molecules and 
chains can be varied to suit a 
particular need. It’s moldable, 
rollable, stampable, knotable, 
twistable. And it has built-in 
memories you can trigger with a 
specific kind of modulated 
current. 


JULIA 
Have you got a piece I can see? 


They lead her to a table with some plastic sheets. 


Balin is star-struck over meeting Julia and has a collection 
of all her pictures when she was a model -- 


(CONT TNITED } 


45. 


32 CONTINUED : 32 


SERGE 
So, here’s a piece of Megalon -- 


Serge picks up a sheet of a soft, almost pliable material. 


SERGE 
You can make it from anything 
organic, but the one thing we have 
to excess is garbage, so at the 
moment it’s made from garbage. 


JULIA 
What about toxic waste? 


SERGE 
Things like cyanides, arsenides, 
acid, ammonia? They contain 
radicals we need, and can 
incorporate. 


JULIA 
Sewage? 


SERGE 
(smiling) 
The best of all. 


Balin types into his laptop and the Megalon responds. 


BALIN 
I‘m giving it various wireless 
instructions. Nano-technology in 
action, Miss Cicero. . 
(he points to the “NT” 
patch on his jacket) 
I‘ll get you a patch. 


SERGE 
We’re looking for a compass 
heading so we know how to design 
Megalopolis. We’ve concluded that 
people will no longer have to 
labor -~ work. 


JULIA 
(accepting it) 
So what you're saying is that 
you’re going to design a city for 
what you imagine the people of the 
future will be like. How do you 
know what they’11l want? 


CCONTTNURED } 


32 


CONTINUED : 


47. 


By projecting time forward. We 
selected an empirical point a 
hundred years from now and asked 
ourselves, given the direction 
things are taking, what the person 
a hundred years from now will 


need. Not expect -- need. 

JULIA 
But what will they do if they 
don’t have to work? Work is -- is 


liberating. Though I admit you 
have to like what you work at. 


Serge walks over to where Balin has been working out lists 


of priorities, and priority groups on a chalkboard. He's 
reduced it to these headlines: 


“Priorities -- LEARNING, CREATING, PERFECTING, CELEBRATING, 


then each has a subheading which includes teaching, enjoying 


art, sport, privacy, worship, ritual, family, celebration, 
festival, etc. 


BALIN 
These will be the priorities of 
the person of the future. 


JULIA 
Learning, creating, perfecting, 
celebrating -- sounds like the 
Nazi Party. 


BALIN 
Only the best parts. 


SERGE 
All human activity is work, Julia. 
But in the world of the future, a 
person will be able to choose what 
work he prefers. There won’t be 
any other jobs, really -- 


CHARLES 
What he’s best suited for, what he 
really wants to do because the 
basics of life will be provided 
for. Gratis. 


JULIA 


But there’d still have to be 
money . 


(CONTTNITED ) 


32 


CONTINUED : 


32 


SERGE 
Why? 


JULIA 
(smiling) 
Because it makes the world go 
round. 


SERGE 
Not necessarily, anymore. What is 
money really, other than plastic 
and computer sheets. The only 
reality is DEBT. That is my 
revolution. In my world of the 
future, debt won’t exist. Ever 
since it was invented, debt is the 
shadow that blights every mind. 
Human beings endure debt in the 
hope that tomorrow they’1l pay it 
off -- they won’t owe. They’1l be 
free. 


JULIA 
To work at what they want. 


SERGE 
And the four priorities we're 
going to design this city around 
are -- 


JULIA 
Creating, learning, perfecting and 
celebrating. 


Balin knows of Julia through the tabloids’ coverage of her 
and the Claudettes. 


BALIN 
Partying, yeah! 


JULIA 
Partying can’t fill a life. 


CHARLES 
But the four together can. 


JULIA 
There’1l be too many people -- 


(CONTTNUED) 


48. 


32 


CONTINUED : 


32 


SERGE 
Not in a hundred years. By then 
we’ll have learned that children 
are precious gifts. 


JULIA 
You’re a dreamer. 


SERGE 
Then look at my dream, Julia. 


Serge leads Julia forward to the pieces of balsa wood, 
shapes of styrofoam and sketches and reference pictures 
pinned on the walls. 


JULIA 
Manufacture will still cost. 


BALIN 
Hardly anything if it’s done on a 
molecule by molecule basis in 
factories no bigger than germs. 


SERGE 
Megalon’s only the beginning of 
miracle breakthroughs in nano- 
technology and quantum machines. 


CONSTANTINE 
All communications are like 
threads on a loom; everything is 
connected; trigger the raw 
material and it proliferates. 


We SEE the city rising into the site that Serge has just 


laid bare. 


The existing streets of New York's grid pass 


through undisturbed, but levels on top and below them 
provide new possibilities -- hence, the city coexists with 
contemporary Manhattan. 


BALIN 
Quantum mechanics and computing -- 
puff! Everything is everywhere. 
(confidentially) 
Eventually people and things, too - 
- teleportation. 


CHARLES 
Easy Balin. ‘Balin the Fractal’ 
is your biggest fan, Julia. 


Balin smacks his baseball cap down on the table. 


(CONTTNUED \ 


49. 


32 


CONTINUED : 


32 


BALIN 
Sign my hat. Sign my arm. 


JULIA 
(signing) 
But it’s so long off -- Why are 
you trying to build the future 
now? It’s too advanced. 


SERGE 
There speaks Frank Cicero’s 
daughter. 


A fierce glare turns Julia’s eyes yellow. 


BALIN 
Bingo; it’s cool. 
(can’t contain 
himself) 
“Wings over the world” H.G. Wells, 
“Intelligence, Creativity and 
Friendliness” A. Huxley -- 


JULIA 
But people have to work. 


SERGE 
Julia, think about it. Two 
hundred years ago, manpower was 
vital. But slowly, slowly, 
slowly, automation has reduced the 
labor element in almost 
everything. Do you think that 
trend is going to backslide? No, 
it’s accelerating. The time is 
inevitably coming when it will be 
a rare privilege and honor to have 
a job. 


VIEWS ON THE MEGALOPOLIS CITY MODEL 


The basketballs have become a cluster of stadiums and 
auditoriums as well as a huge urban machine -- ringe move 
pedestrians gently throughout, and small ‘mono’ cars are 
picked up, used -- left anywhere, or move up on high-speed 
groups of them. The entire city comes to life; Julia not 
only sees it, she walks into it. 


JULIA 
You guys are crazy -- wonderfully 
crazy. 


(CONT TNUPTY\ 


50. 


32 


CONTINUED : 


Julia’s face 


32 


SERGE 

A city that has the ability to 
modify itself, that can grow 
intertwined with the people living 
in it and changing it -- 

(enthusiastically) 
I’ve been waiting for this chance 
my whole life and I swear I’m not 
going to blow it. 


registers a terrible thought. 


JULIA 
What about the others? 

SERGE 
Others? 

JULIA 


Banks. Multinationals, the -- the 
engineers of debt. They’d kill 
you first. What’s power for, but 
to use? And they have the power. 
They can manipulate governments. 


A chill falls over the room; Julia is reminding them of 


fallibility. 


NEW ANGLE 


The illusion dies. Suddenly the table is once again covered 
with pieces of plastic, balsawood, styrofoam, and 


basketballs. 


She shivers. 


JULIA 
But there’s so much more I want to 
know. Oh, I wish I could help. 


SERGE 
Why can’t you help? The one 
vacancy here belongs to you, 
Julia. You’re what we’ve needed, 
gomeone young who can ask all the 
questions we assume we know the 
answers to, then discover that we 
don’t. You’re the fresh eye, 
you're the critic, you’re the 
devil’s advocate. Come and work 
with us. 


(CONTTNURED } 


51. 


32 


33 


CONTINUED : 32 


JULIA 
Oh my god, I couldn’t. My father 
would kill me. 


SERGE 

(shrugs) 
It‘s your choice. But don‘t 
forget that you’re grown enough to 
be your own person. If your true 
inclination leans toward Frank 
Cicero’s world, then I’m mistaken 
in you, you wouldn't fit. 


CLOSE ON JULIA 
Up goes her chin. 


JULIA 
No, you’re not mistaken in me. I 
want to do this. I have to do 
this. 


SERGE 
(briskly) 
Then be here at eight next Monday. 
And don’t be late, because we’re 
off to the site. 
Julia remembers the time. 
JULIA 
I must go. My head’s going to be 
on that spike. 
Gazing up into Serge’s face, smiling. 
JULIA 
But it’s been worth it. Thank 
you, Serge. 
She rushes into the elevator. 
SERGE 


Look for the Citroen outside, you 
won’t be late. 


INT. ELEVATOR - NIGHT 33 


Julia looks at her watch. It is 5:18. 


(CONTTNIED } 


52. 


33 


34 


35 


36 


53. 
CONTINUED : 33 


JULIA 
Impossible. 


Her heart is racing and she jumps for joy -- an unsettling 
thing to do in an elevator. 


INT. DESIGN STUDIOS - NIGHT 34 


The design group resumes work, THE CAMERA MOVES CLOSE TO 
SERGE. Distracted, working but thinking of this new force 
in his life, Julia Cicero. His mind is racing, “She isa 
universe all her own, she’s my fate, my nemesis, my own 
private galaxy.” Everywhere he looks he sees her face. 


EXT. GRACIE MANSION - NIGHT 35 
TRUCKING VIEW ON JULIA 


Returning home as if in a dream. She walks barefoot holding 
her shoes, skipping past the President’s secret service 
cars, limos and agents posted around the mansion. She 
stops, puts her shoes on, freshens her hair, puts on some 
lipstick and makes her entrance as the respectable daughter. 


AGENT 
She's okay -- she’s the mayor’s 
daughter. 


THE VIEW LOOKS IN THROUGH THE WINDOW 
We see Julia cruise into her home, being introduced to 
Governor Carteret and then the President and the First lady 
by a proud Frank Cicero. We notice her whisper something 
into his ear. 
INT. GRACIE MANSION - NIGHT 36 
CLOSE ON FRANK 
He is aghast. 
FRANK 

What! You’re going to work for 

him? Catiline? That murderer? 
The President, First Lady and entire cocktail party stand 
there, mouths open at his outburst. Governor Carteret 


suppresses a chuckle at the Mayor’s peasant-like behavior. 
Rebecca Silver rushes across to calm him. 


(CONTTNIED \ 


36 


37 


38 


CONTINUED : 36 
REBECCA 
Your honor! Defamation! 
JULIA 
Dr. Catiline is my friend. He’s a 


genius. 


FRANK 
Your family is the beat friend 
you'll ever have! 


Frank becomes embarrassed in this grand company, collects 
himself. 


FRANK 
Well, Mr. President, I hope you’ve 
worked up an appetite. Home 
cooking here -- my wife is a 
wonder in the kitchen. 


He hugs Terry and they all smile, the tension broken as he 
leads them toward the dining room. The President escorts 
Terry, Frank follows escorting the Firet Lady and the others 
follow. Julia lingers by herself for a moment, but at 
Rebecca’s signal, follows into the room, as the door is 
closed. 


FADE OUT: 


FADE IN: 


EXT. THE CITY - DAY 37 
The leaves are changing to fall colors. The city is 
stately. Formal. Classical. 
EXT. CITY HALL - DAY 38 
THE VIEW MOVES CLOSER 
The city is alive with the history of the founding of the 
Republic conceived on the model of Rome. This building was 
once the seat of the Federal Government. 

FRANK (0.S.) 


My daughter, a traitor? Julia, 
the man is evil! 


54. 


39 


40 


INT. MAYOR’S LOBBY - DAY 39 


Secretaries work and assistants follow instructions of 
Rebecca Silver but there’s an air of tension and awareness 
of the conflict going on inside. Every once in a while the 
Mayor's voice can be heard shouting -- everyone stops, only 
to continue when it abates. 


FRANK (0.S.) 
Why do you think he calls it 
Megalopolis? Because that’s the 
closest he could get to 
Megalomania! 


INT. MAYOR’S OFFICE - DAY 40 


Julia stands before the desk that Mayor Fiorello La Guardia 
once used, while her father shouts at her. 


FRANK 
How could you even contemplate 
working for the man who’s out to 
ruin me? 


JULIA 
You’re wrong about him, Dad. 
Serge is a good man. The fact 
that you don’t see eye to eye 
doesn’t mean he’s what you just 
called him -- I happen to feel 
he’s right! Megalopolis is the 
way we have to go -- we can’t keep 
living in the past when everything 
around us keep changing faster 
than we can take in! 


FRANK 
The past is set in concrete. It’s 
happened, we know about it, we're 
not postulating crazy ideas like 
some new hot gospel when we look 
to the past as our guide! This 
nation was founded on the vision 
and foresight of a brilliant group 
of men, they laid down the rules, 
and I for one believe in following 
those rules. Catiline preaches 
sedition! 


(CONTTNUED } 


55. 


40 


CONTINUED : 


40 


JULIA 
Hasn't it occurred to you that 
when that brilliant group of men 
laid down the rules, they were 
called crazy? Dad, each age has 
its visionaries, and the past 
isn’t always the right way. To 
make mistakes is human, but to 
repeat them is stupid! 


FRANK 
What would know you, at your age? 
You're a fool of a girl, you’re an 
infant. 


Frank is caught in a rage beyond his capability to control. 
His own flesh and blood, the daughter he loved beyond any 
other is defying him. 


JULIA 
What hogwash! Dad, you know it’s 
hogwash. It’s also bigotry. How 
much do you know about the man to 
make accusations like ‘sedition’? 
How can you know what he stands 
for when you won't stop to listen 
to anything he says? It isn’t 


logical! No, worse -- there’s no 
sense in it. Why do you hate him 
so much? 
FRANK 
(convinced) 


Because he’s the Devil in a 
winning disguise. He seduces. He 
corrupts. He murders and gets 
away with it. He can’t be 
touched. He’s above the rule of 
law. He waves a wand and conjures 
things up out of nowhere. He 
blinds beautiful young women, he 


destroys innocence -- he is evil 
incarnate! Incarnate! 
JULIA 


(whispering dully) 
Dear God, you’re on a crusade. 
You’re living in the middle ages. 
You don’t reason, you simply 
believe. Heart and soul, you 
believe. You’re possessed. 


(CONTTNURD \ 


56. 


40 


41 


CONTINUED : 40 


FRANK 
Possessed to bring Catiline down -- 
that much is true! 


She moves to him, grasps his right hand in both of hers. 


JULIA 
Daddy, I beg of you, be happy for 
me! No matter what you think of 
him, be happy for me, please, 
please! 


FRANK 
(snatching away his 
hand) 
How can I be happy when you’re 
ruining yourself? 


JULIA 
I am going to work for him, and 
nothing you can say or do will 
stop me! 


FRANK 
Then you’re lost to me. You're 
lost Julia, you're lost. 


DISSOLVE TO: 


EXT. GRACIE MANSION - AFTERNOON 4l 


A self-drive trailer is parked by the Mayor’s residence. 
Balin is waiting in the car. The cops by the guard gate and 
staff watch sadly as Julia and the housekeeper carry out her 
few boxes of books, stereo system and a few suitcases. The 
housekeeping staff and guards bid Julia a tearful goodbye. 
Julia jumps in the van, and Balin drives it away, his radio 
blaring. 


THE VIEW MOVES 


To a window on the second floor of the residence, from which 
Terry watches her daughter leave home. She turns away. 


CLOSE UP ON TERRY 
She looks down, as she turns the tarot deck, THE VIEW SHOWS 


the fateful card -- “The Devil.” We HEAR the hooting of an 
owl. 


57. 


42 


43 


EXT. TIMES SQUARE - NIGHT 


The Citroen makes its way through the night. 


INT. THE CITROEN - NIGHT 


Serge prowls the city, driven by Fundi. 


FUNDI 
Any particular destination, Mr. 
Serge -- uptown, downtown -- 


heaven, hell? 


SERGE 
If a man lives in hell, does he 
have the right to pull an angel 
down with him? 


FUNDI 
Well, maybe the angel will yank 
him up to heaven. Maybe it’s his 
only chance. 


SERGE 
Wait. 


42 


43 


Suddenly, he opens the door and is at a flower section of a 
market on the corner. He buys a bouquet of flowers and 


returns to the car. This worries Fundi. 


FUNDI 
Hey, Mr. Serge. You want to go to 
Atlantic City? I could make it in 
a few hours. 


SERGE 
That ugly place -- you lose as 
goon as you set foot in there, 
design-wise. 


FUNDI 
Cheer up, Mr. Serge. Get in the 
correct half of the half-empty 
glass. 


SERGE 
Pull over, Fundi -- over there. 


(CONTTNUED } 


58. 


43 


44 


45 


CONTINUED : 


43 


FUNDI 
I’m not going to let you get out 
and disappear. 


SERGE 
It’s not up to you. 


FUNDI 
I’m not supposed to let you out of 
my sight. The insurance company -- 


SERGE 
(very firm) 
Pull over, Fundi. 


FUNDI 
OK, Mr. Serge -- 


The Citroen pulls to the side. Serge steps out of the car, 
and disappears into the shadows. 


FUNDI (0.S.) 
I’1l be right here. 


Fundi is exasperated -- Catiline disappears like this every 


few months. 


EXT. GRACIE MANSION - NIGHT 44 


The moon is dark and foreboding; we HEAR an owl hooting. 
CAMERA MOVES CLOSER to Frank’s bedroom window as a light 


comes on. 


INT. BEDROOM - NIGHT 45 


Frank sits up in his bed, obviously troubled through the 
night, gasping. Terry rouses, turns on her elbow. 


TERRY 
Hon? 


FRANK 
I don’t like that owl. 


TERRY 
Go to sleep. 


(CONT TNUED } 


59. 


45 


46 


CONTINUED : 45 


FRANK 
A dream. A terrible dream. I was 
looking at the full moon, when a 
cloud that looked like a hand 
reached out and swallowed it. 


TERRY 
I’ll turn the Tarot tomorrow. 


FRANK 
That owl is bad, bad luck. 


TERRY 
I told you, Frank; you have to see 
this psychic -- Ablo. An expert 
on dreams, they say. 


FRANK 
What am I, Agamemmnon asking the 
oracle why the winds won‘t blow? 
Lose your daughter, O great king! 
He remains up, eyes wide open. Terry is already asleep. 


FRANK 
(quietly) 
Losé your daughter -- 


He sits there in the shadows, trembling as we HEAR the sound 
of the owl. 


DISSOLVE TO: 


EXT/INT. CITROEN - MORNING 46 
NEW VIEW 

Fundi is asleep in the Citroen, the small TV he was watching 
still running. Serge slinks out of the labyrinth of streets 
and into the Citroen. 


Fundi wakes up. Serge is there, patiently sitting in the 
rear, letting Fundi get his sleep. 


FUNDI 
Okay, Mr. Serge? 


Serge sits quietly. Fundi starts the car, then looks back. 


FUNDI 
Everything OK? 


(CONTTNIED 1 


60. 


46 


47 


48 


49 


CONTINUED 46 
SERGE 
Yes. 
Fundi hesitates, wanting to ask where more. 


SERGE 
Just go, Fundi. 


The Citroen starts up and drives off. 
FADE OUT: 


PADE IN: 


EXT. THE CITY - MORNING 47 


Early morning over Manhattan. It is summer, and the city 
has become sultry. The city, surrounded by ethnics of all 
corners of the empire, the bazaar that haunted Julia. 


MONTAGE: THE BAZAAR 
Feminine forces running through the city like rivers. 


EXT. MEGALOPOLIS SITE - DAY 48 


The river boundary of the vacant acres. Partly a wasteland 
of disused railroad tracks, ancient sheds, tangled heaps of 
iron and concrete, illicitly dumped household machines, 
stripped cars. In the distance looms what’s left of the 
immigrant projects, not very old in years; brick high rises 
wherein nothing had really worked from the day the official 
ribbon had been cut. 


NEW VIEW 


The Design Authority team has taken occupancy of the site 
with their survey equipment and cluster of Airstream 
trailers. 


EXT. CLAUDE’S CAR - DAY 49 


Claude has driven by the crowds in an ostentatious $500,000 
automobile. He sits up and takes notice of the building 
group of immigrants behind the lightweight police 
barricades. He steps out of the car and hands his tiny 
camera to Anton, who reluctantly follows. 


(CONTTNIED \ 


61. 


49 


CONTINUED : 49 
ANTON 
Why are we here, Claude? 
CLAUDE 
You see that sign up there in the 
sky, “City for Sale” -- let’s have 


a look, kick some tires... 


Anton doesn’t see it of course. Claude watches the people 
speaking in Arabic and Pakistani; Spanish and Haitian. 


CLAUDE 
Get this shot, Anton. 


VIEW ON CLAUDE 


Posing in front of the rabble, one foot forward, his left 
arm cuddling his chest, his right arm at his side. Regal, 
arrogant. Indifferent to any danger. 


CLAUDE 
You know, Anton old chum, one 
thing about immigrants, when they 
get the vote, they exercise it. 
Think it’s their patriotic duty to 
their new country. They value 
American citizenship. 


ANTON 
I’m a citizen, you’re a citizen. 
They’re un-American trash. 


CLAUDE 
Tek, tsk! That’s probably the 
kind of remark Pocahoritas made to 
your illustrious ancestor, John 
Smith. At one time, epoch or era, 
we all arrived as immigrants on 
these fabled shores flowing with 
milk and honey. 


ANTON 
Jesus, I hate it when you go 
upmarket, Claude! 


CLAUDE 
Sometimes I wonder why I hang with 
you, Anton. It must be because of 
your one party trick. 


He walks into the center of the mob -- a placard they carry 
reads, "Give us back our homes,” and “Who elected Catiline”? 


(CONTTNUED } 


62. 


49 


CONTINUED : 49 


One says in Arabic: 


‘SHARIF 
(in Arabic) 
Rich American dogs. 


Claude catches the eye of this bearded young man, KHALID 
SHARIF, as though he understands. Then, in a surprise: 


CLAUDE 
(Arabic) 
Absolutely true, my friend. 


The protestors are thrown off balance as he sticks out a 
manicured hand. 


CLAUDE 
(Arabic) 
Claude Hamilton the Third, at your 
service. 


SHARIF 
(Arabic) 
Where did you learn to speak 
Arabic? 


CLAUDE 
(Arabic) 
I've studied here and there, my 
family is in oil, I have studied 
Ibn Khaldun for my history. 


These people are taken aback. Some Haitians step forward, 
with no true link to the Arabs other than the destruction of 
their homes. 


HAITIAN 
Design Authority bastards, they 
evicted us from our old projects, 
sent us to live in the Bronx. You 
can help us? 


CLAUDE 
(in Haitian patois) 
Would the neighborhood in the 
Bronx tear my head off if I 
dropped in to have a little talk? 


Truly amazing -- even Anton is impressed. 


(CONTTNIED } 


63. 


49 


CONTINUED : 49 
ANTON 
I knew you could speak French -- 
but? 
CLAUDE 


One small talent, a natural 

ability launched by the many 

schools I was kicked out of. 
(to the Arab) 

Where can I visit you? 


SHARIF 
The Arab bookstore in Brooklyn; 
the owner’s name is Jemal Sayeed. 


Fizzing with delight and ideas, Claude gives the bewildered 
group a cheery wave and steps back into the ostentatious 
car, followed by a nervous Anton. He looks toward the 
construction site through the zoom lens of his camera: 


VIEW FROM A DISTANCE - LONG LENS 


Julia approaches Serge. They look utterly natural together, 
bonded even though they are not touching. 


CLAUDE 
Fuck! All my life, anytime I 
visit a woman in this city, my 
cousin Serge is just leaving. 


NEW VIEW 
Claude and Anton sit in the exotic high-end sports car. 


ANTON 
He ig older. 


CLAUDE 
No matter what I do. If I were 
president, he’d be king. If I 
were king, he’d be emperor. If I 
were emperor, he’d be the ruler of 
the universe! I so much as see 
him and I taste hatred on my 
tongue! 


Deliberately biting it and tasting blood, very powerful and 
eerie. Then he swallows with relish. 


CLAUDE 
Tastes good. 


(CONTTNUEN ) 


64. 


49 


50 


65. 
CONTINUED : 49 


He revs the sixteen cylinders noisily and ROARS off. The 
mixture of immigrants, bearded and turbaned look on in 
confusion. 


EXT. MEGALOPOLIS SITE - DAY 50 
VIEW ON SERGE 


Giving orders to his team. Charles is worried about the 
growing numbers of protesting people 


SERGE 
Who are they, Charles? 


CHARLES 
Protestors -- someone tipped them 
off that their buildings were 
coming down. 


SERGE 
Well, tell them to push the button 
before the crowd gets any bigger. 


He gazes over the site. Julia can see what he does. He is 
blind to the project buildings and sees only what he plans 
to replace them with. 


CLOSE ON JULIA 


Focused on Serge. Sharing her secret thoughts with Balin, 
who loves to be near her. 


JULIA 
I never realized it could happen 
in the thinnest flake of time, but 
it has. 


BALIN 
What has? 


JULIA 
I can never be the same again. 


HER VIEW 


Serge among his team. Suddenly the outer row of buildings 
COLLAPSE to the ground. 


BALIN 
Wow. Did you see that? 


(CONT TNUED ) 


50 


CONTINUED : 


50 


JULIA 
How could I not? That’s what it 
felt iike I never would have 
thought it. 


BALIN 
Me neither -- no matter what, when 
things fall, they just fall. 


JULIA 
Yes. Could I fascinate someone as 
elderly, as formidable as the 
Director of the Design Authority, 
the world’s leading chemist? The 
world’s best man? 


CLODIA (0.S.) 
You’ve been in Club Claude long 
enough sweetie, to know it doesn’t 
pay to mess with Claude. 


She turns, and there are the sisters in a huge white 
limousine, a leg dangling, Clodia’s leg. 


JULIA 
Good grief, The Claudettes, or is 
this a scene from ‘the Scottish 


play.’ 


CLODIA 
The last thing you need is to go 
down in Claude’s revenge book. 


JULIA 
He’s raving. 


CLODIA 
We’re all mad, we Hamiltons. Too 
much intermarriage. 


CLAUDINE 
Serge is a Hamilton too -- don’t 
ever forget that. 


They slip back in the limousine, and it cruises off. 


BALIN 
So those are the famous Claude 
sisters in the flesh. My, my. 


(CONT TNIUED } 


66. 


CONTINUED : 50 


Julia isn’t paying attention to Balin, or the ominous 
warning of the Claudettes -- her heart is beating because 
Serge is coming toward her. 


SERGE 
Julia, you’re here. 


JULIA 
You showed me the future. Now I’m 
here to help you build it. Tell 
me everything -- so I know what to 
do. 


SERGE 
Well, as you see -- demolition and 
cleaning the site. Laying the 
substructure with channels. 


His attention is diverted by several large container trucks 
pulling up. 


SERGE 
Look, the first monocars are here. 


Balin is beside himself -- rushes over to the trucks as they 
are opened and ramps are put up. 


JULIA 
What’s that? 
SERGE 
A monocar -- There are also 


duocars, tricars and quadricars. 
They’re electric, silent and 
pollution free. I plan to issue 
millions of them and just leave 
them laying around for anybody to 
use. 


VIEW ON THE TRUCKS 
The ramps, in place, strong ball-like vehicles begin rolling 
down. The two hemispheres of the ball are its wheels which 


cushion the ride over any terrain, and of course can move in 
any direction. 


NEW VIEW 


Serge and Julia move closer. 


(CONTTNUED \ 


50 


CONTINUED : 50 


SERGE 
We'll start out using them on the 
site; the Megalon embellishers 
adapt themselves easily to any 
terrain. 


VIEW ON THE MONOCARS 
The hatch of one opens and Balin leaps in. 


SERGE (0.S.) 
When they run out of juice, they 
suggest that you get another one, 
and then run on autopilot to 
recharge themselves automatically. 


Members of the team revel in the flexible little vehicles. 
VIEW ON SERGE AND JULIA 


SERGE 
At night, that same autopilot re- 
distributes them throughout the 
city, so that there’s always one 
available for whoever needs one. 


JULIA 
Wow. 
SERGE 
There’s more -- in Megalopolis, 


you can also drive them up to the 
high-speed maglev, and they gang 
up together like a string of 
pearls and can go fast as hell to 
a distant location; then you can 
drive the individual car back down 
and use it for local use. 


JULIA 
What do they cost? 


SERGE 
Next to nothing, because they’re 
grown like eggs out of Megalon. 


, BALIN 
Nano-tech in action. 
JULIA 
Where's my patch, you promised, 


Balin? 


(CONTTNIED } 


68. 


50 


CONTINUED : 50 


All the staff is out there having fun with the monocars. 


SERGE 
(shouting out) 
Come on, quit fooling around. All 
we need is a scandal about wasting 
the authority’s money on toys for 


you guys! 


Serge helps Julia climb onto a scaffold with the ability to 
rise safely, so they can peer down onto the vast hole 
underlying Megalopolis. 


TwO SHOT 
As they rise. 


JULIA 
What happened to the people who 
lived in those projects you just 
blew up? 


SERGE 
Ask your father, he relocated them 
to the Bronx when he thought 
Cityworld was going here. 


JULIA 
Don't you care? 


SERGE 
About Cityworld? 


JULIA 
About the people. 


SERGE 
(frowning) 
I do. But I can’t let myself 
think about it. 


JULIA 
But will they come back? 


SERGE 
My concern is to put my hands on 
change and mold it for the good of 
generations yet to come. Change is 
chaotic -- it stalks the present 
like a shark, you hardly feel its 
bite. 

(MORE) 


(CONT TNIED \ 


69. 


50 


CONTINUED : 50 
SERGE (cont'd) 
My concern is to make people aware 
that change is as inevitable as 
glaciers grinding mountains down 
to hills. To show them that they 
can manipulate change, not simply 
endure it. 


Julia sees the flaw in her ideal man. 


JULIA 
What you’re saying is that you 
look at the forest, never at the 
trees. 


Her mild needling has piqued Serge a little, but Julia’s 
last remark startles him. He turns and their eyes meet. 
They are quite high up now, and the wind is blowing on them 
- the light golden. 


SERGE 
Tell me where I’m going wrong? 


JULIA 
The forest is made of leaves, and 
the leaves are so frail that every 
time fall comes around, they 
wither away. Like people. 


SERGE 
I can’t love people. There are 
too many of them. If I love them 
I couldn't create for them. 


JULIA 
How can you say that? 


SERGE 
I refuse to build an ant heap. So 
far that’s all we’ve managed to 
do, build ever taller ant heaps 
for ever more ants. 


JULIA 
Once they’re here on this earth, 
you can just wish them away. 
Build for the ants, Serge. Love 
the ants. 


SERGE 
No, I won’t, I can’t. 


(CONT TNITED } 


70. 


50 


51 


52 


53 


CONTINUED : 


50 
JULIA 
Do you want one person on a gauzy 
escalator to the stars -- just 


yourself? Put as much of yourself 
into homes as you do into 
monuments, and you’ll be. loved 
forever. 


SERGE 
I don’t think about love. I’m not 
-- easy with it. 


They don’t speak for a while after this. Julia looks out 
over the vast site, the people becoming ants, the monocars 
probing the terrain. 


JULIA 
(she points to the 
center). 
What’s going there? 


SERGE 
A gmall stadium. You remember? 
(can’t take his eyes 
off her) 
With a roof like gold tissue 
paper. 


EXT. GRACIE MANSION — NIGHT 51 


THE VIEW MOVES 


Through the trees, the garden. We HEAR the owl. A LIGHT 
goes on in the corridor. 


INT. GRACIE MANSION HALLWAY - NIGHT 52 


Terry is carrying some chamomile tea to help Frank sleep. 


INT. BEDROOM - NIGHT 53 


Frank is up in his bed, he has been terribly worried and so 
exhausted he can’t sleep. She gives him the tea. 


FRANK 
My most beloved child is deserting 
me for an alluringly wrapped 
package of evil. My world is 
falling apart. 

(MORE ) 


(CONT TNUED } 


71. 


53 


54 


CONTINUED : 


72. 
53 
FRANK (cont'd) 
My administration is tottering. 
No one will take the time to 
listen to me. 


TERRY 
Hon. 


FRANK 
How does he do it? What weakness 
in them does he find, that he can 
slither inside, gnaw them away to 
rotten fruit -- 


TERRY 
Sleep, hon -- 


FRANK 

(drowsy ) 
I had such dreams. But how can I 
wrestle Antaeus when I can’t lift 
him off the ground? How can I 
battle the hydra-headed beast of 
the city’s debts? They sit back 
in their swanky, deathly quiet 
chairman’s offices and laugh at 
me. Look down at me. 


TERRY 
(falling asleep) 
Sleep, hon -- 


FRANK 
Thousands upon thousands -- rent 
control, and then -- no landlords - 
- no money for projects, whole 
structures going to fall. On me. 
(horrified) 
Qn_me. 


CUT TOs: 


EXT. MADISON SQUARE GARDEN - NIGHT 54 


MUSIC UP. SEARCHLIGHTS screaming across the sky; pastel- 
colored tents fluttering. The area is bubbling with excited 
crowds, parades of nattily dressed citizens; paparazzi 
photographing everyone as they leave their taxis and limos. 
The occasion is a huge promotion by the debt-laden city to 
raise money to meet its payroll --games sponsored by Gene 
Hamilton in honor of his new bride called “WRESTLERAMA. ” 


(CONT TNIED } 


54 


73. 
CONTINUED : 54 


NEW VIEW 


A Maybach limousine pulis up and Gene Hamilton steps out -- 
the first view of him since his marriage. The spring in his 
step makes him appear ten years younger as he presents his 
dazzling new wife Wow to the crowds. She is a dresser, an 
over-dresser covered in diamonds. But it is the figure that 
dramatizes the clothing, not the other way around. Great 
cheers and applause rise up, as well as some inevitable 
obscene remarks. Banners fly up, “HAMILTON NATIONAL 
PRESENTS --— ‘WRESTLERAMA,’ HELPING A CITY IN DEBT!” 


Gene is led to a covered statue in front of the entrance, 
followed by eager paparazzi getting every view of Wow 
possible. Some aide hands him a velvet cord, which he pulls 
with vigor, revealing a large bronze statue of himself. 

Gene is delighted and the crowd is impressed. 


GENE 
I look every inch the robber 
baron. Wow, come read the 
inscription. 


Wow stoops to read the placque, affording the crowd a 
privileged view of her cleavage. 


wow 
"Make money, money by fair means 
if you can, but if not, by any 
means, money. Eugene Hamilton.” 


There is a new excitement in the crowd, and the paparazzi 
dash to it. 


NEW VIEW 


The Citroen pulls up, and out steps the singing rage of the 
city, 15-year-old Vesta Sweetwater, her MOTHER and then 
Serge, beautifully dressed in a white suit. The crowd emits 
a shrieking scream and cheer: this is the city’s own virgin 
and they love her. A news team immediately has their camera 
going and a microphone pointed. 


INTERVIEWER 
Is it true, Vesta -- is your dress 
made of Megalon? 


VESTA 
The first one ever. 


(CONTTNIED \ 


54 


74. 
CONTINUED : 54 


INTERVIEWER 
So it looks like you're going 
ahead, Dr. Catiline -- and Vesta’s 
your poster girl? 


SERGE 
Young people have to know that 
Megalopolis is their city -- and 
Vesta will spread the word. 


VESTA 
Look -- I can be invisible. 


She lifts her arms, twirling around and suddenly, the dress 
becomes transparent -- we see the crowds and flashbulbs 
right through her. 


SERGE 
(explaining) 
Tiny cameras embedded behind the 
dress transmit what they see -- 
through to the other side. 


VIEW ON WOW 


Those big, mascara-ringed eyes zone in on the man of her 
lost dreams and then feign indifference. But their eyes 
show a meaningful connection. Not pleased, she accepts 
Gene’s arm around her, as they are led up the purple carpet 
into the arena, just as the Claudettes’ limo pulls up and 
discharges the girls who gave the word ‘pulchritude’ its 
meaning, step out holding champagne bottles by their necks. 
They are accompanied by a more demure Julia Cicero. This is 
a big item for the journalists and photographers. 


Julia seems disgusted to see Serge there with the city’s 

virgin. Though a child, Vesta has an unsettling 

concupiscence about her and Serge seems to be susceptible to 

it s 

CLOSE ON JULIA 

Almost stopped in her tracks as the Claudettes try to cuddle 

provocatively with her and photographers keep calling her 

name so she’ll look their way. “Julia, over here!” 
PHOTOGRAPHER (0.S.) 


Pose with the girls, pose with the 
girls, Julia! 


(CONTTNUED ) 


54 


55 


75. 
CONTINUED: 54 


NEW VIEW 


Surrounded by paparazzi, Julia cannot believe that Serge is 
accompanied by this teenage phoney. 


NEWSMAN 
Is the city bankrupt, Julia? 


ANOTHER 
Does this mean we're out of the 
closet, Julia? 


Clodia gives them the finger. They hurry up to where men 
are checking VIP names, to Claude, now wearing dreadlocks 
and beginning to be accompanied by a contingent of 
‘clients,’ men whom Anton Smith’s expression clearly labels 
as mongrels; Arabs, Indians, Cubans and Haitians. Club 
Claude, now united, gets the cordon lifted and enters the 
VIP way, Claude spreading his signature $100 bills in his 
wake. 


INT. MADISON SQUARE GARDEN - NIGHT 55 


Massive crowds surround three rings of wrestling. Every 
conceivable kind of match, in costumes, etc. 


VIEW OF THE SPECTACLE 


Big sweaty wrestler is slammed on his back. The crowd ROARS 
in approval. News photographers are everywhere, and ; 
hundreds of TV interviews are going on. Men dressed in 
crimson tunics with brass-studded belts carrying the Roman 
fasces: bundles of rods with an axe in them. 


MOVING VIEW 


Meade Milo enters with his exquisite wife FOSTER on his arn, 
blazing jewels. Nush Berman trails in their wake, looking 
dapper, wearing a red carnation. He looks up at Gene 
Hamilton who’s just stepping into his box, obviously crazy 
about his new wife. 


NUSH 
They say the only thing on earth 
bigger than Gene Hamilton’s bank 
account is his cock. 


MEADE 
I’m impressed, Nush. 


(CONTTNURD } 


55 


56 


57 


76. 
CONTINUED : 55 


THEIR POV 

Club Claude making its ostentatious entrance. 
VIEW ON MEADE AND NUSH 

As Nush shakes his head disapprovingly. 


NUSH 
Bad kids. 


VIEW ON THE HUGE JUMBOTRON SCREENS 

Projecting the games to all. The crowds love them, gorging 
on sausages and drinking deep from their ‘Hamilton National’ 
paper cups. 

INT. THE FASHION TENTS - NIGHT 56 
TRUCKING SHOTS 

As rows of lifeless mannequins parade the newest fashions to 
thousands of FLASHES and LOUD ROCK MUSIC BLARES. 

INT. MADISON SQUARE GARDEN - NIGHT 57 
MOVING VIEW 

Rushing to the next important entrance. The running crowds, 
paparazzi and cameras move to the main double doors, and 
then SWISHES to a large electric sign: ‘WELCOME MAYOR FRANK 
CICERO!” The doors swing open and Frank, Terry and her 
elderly mother come shyly in, followed by Al Morgenthau and 
his wife, and Commissioner Hart and his wife. Cheers and 
boos follow them as they are led to the official city box, 
somewhat less ostentatious than Gene Hamilton’s. 

VIEW ON GENE HAMILTON’S BOX 


Wow rests back like the Empress Messalina, Gene makes a big 
show of leaping up to applaud the Mayor. 


CLOSE ON WOW 


Her big, lustrous eyes are always on Serge. 


(CONTTNUED } 


57 


77. 
CONTINUED : 57 


MOVING VIEW ON SERGE 


It’s clear that Serge is mainly there to promote his ideas 
for young people, and is hawking them with young Vesta in a 
PR tie-up. Some PR handlers take Vesta and her mother away 
somewhere, and Serge igs able to be cut loose, and steals 
away on his typical hedonistic binge. 


SERGE 


(popping a pill) 
Here goes. 


He guzzles whiskey, snorts cocaine, hobnobs with celebrity 
athletes and up-market call girls. Men and women of all 
classes approach him, greet him, compliment him, want to 
know him and get his signature on anything they can find. 


MOVING VIEW 


Club Claude is based on outrageous behavior in public. 
Claude loves mixing pleasure with politics, and his gorgeous 
sisters and their friends are always a big attraction, 
helping him draw more supporters. He glances over to Serge, 
hoping he’s impressed. 


VIEW ON CLAUDE 


With Anton moving with various ethnics; a Sikh in a turban, 
an African in dashiki, some West Indians. The Sikh is being 
offered a cigar by Claude. 


CLAUDE 
Political clout, Mr. Singh, that’s 
what we have to acquire! 
(few words of Hindi) 
Political and economic clout. 


Mr. Singh bows his way out, happy. 


ANTON 
What exactly are you doing? 


CLAUDE 
Field research, Anton old chum. 
I’m finding out fascinating stuff, 
like ethnic distribution across 
our seething city. The immigrants 
are mucho scattered. Big numbers 
everywhere! Enough to swing city 
elections. 

(his eyes light up) 
(MORE) 


(CONTTNITED } 


CONTINUED : 57 
CLAUDE (cont'd) 
Ah, Sharif -- you came. I have 
something for you. 


He slips an envelope into his hand. Then in Arabic: 


CLAUDE 
The donation to your mosque we 
spoke of. 

SHARIF 


It will go for charity, my friend. 
-- for many good purposes, God 
willing. 


ANTON 
Huh? 


Sharif bleeds into the group of clients and supplicants. 


CLAUDE 
I’m gonna run this city. 


ANTON 
Sounds to me as if you're giving 
the city to a bunch of mongrels. 


VIEW ON THE WRESTLING 


Three rings of spectacle -- six wrestlers having it out in 
the center. A lithe woman wrestler runs in and flips one of 
them. 


WIDE FULL ON THE STANDS 
The crowd HOWLS. 
UP ANGLE ON GENE’S BOX 


Gene is in top form these days, cheering the games on. He 
Blides his hand up Wow’s stylish slit dress while his face 
remains serene. Wow responds as a good wife should, but is 
frustrated that her quarry moves out of range. 


MOVING VIEW ON SERGE 


Through the fashion tents, we SEE Serge wander through the 
beautiful fabrics that are displayed. He seems a man in 
conflict, who keeps his life in separate compartments, 
trying to avoid the essential fact that he is incapable of 
intimacy with any person -- only with pattern, shape, color 
and texture. A WOMAN moves through. 


CCONTTNUED ) 


78. 


57 


79. 
CONTINUED : 57 


WOMAN 
Hi, handsome. Love your work. 


VIEW ON JULIA AND CLODIA 


Abandoned in an erotic dance. Claudine and another woman 
join them, taking delight in tantalizing the men watching. 
Serge is always within Fundi’s view. 


SERGE (0.S.) 

(sighing) 
They’re so perfectly beautiful. 
What is it Fundi, when they get 
stuck in your mind? 

(to Fundi) 
When you can’t stop thinking about 
them? 


FUNDI 
Slavery, Mr. Serge. 


Despondent tonight, Serge exhales, feeling the liquor and 
drugs. 


SERGE (0.S.) 
I am Cortez looking for cunt. I 
won a Nobel Prize, you know, but 
the only prize that’s worth 
anything is tremendous pussy. 


CLOSE ON JULIA 


Julia leaves the other women still going at it on the dance 
floor and returns to the table, out of breath. She sees 
Serge watching at her. 


JULIA 


What is that look? You 
disapprove? 

SERGE 
Me? 

JULIA 


Why are you using Vesta Sweetwater 
for your PR? She’s tacky. 


SERGE 


But useful. Millions of kids want 
anything she wants. 


(CONT TNUED } 


57 


CONTINUED: 57 
JULIA 
She seems to want a father figure. 


SERGE 
Doesn’t everyone? 


Julia’s red lips draw back from the perfect teeth in a 
snarl. 


JULIA 
I have a father. A wonderful 
father -- who doesn’t have huge 


feet of clay. 


She starts to leave in a huff. Serge stops her, holding her 
shoulder. 


SERGE 
(softly) 
I know you’re going to be in my 
life Julia. 


Then she breaks away. 


JULIA 
What is this prowling around? You 
only do that when your demons gnaw 
at you. 


SERGE 
You can’t know that. 


JULIA 
I do know that. I know all about 
you like an instinct. 


SERGE 
Instincts are overrated. 
(softening) 
Forgive me Julia, I can’t say it. 


JULIA 
You don’t have to. I understand. 


SERGE 
How can you when I don’t myself. 


JULIA . 
Because you’re in my life, Serge. 
Because you’ve become my life. 
You don’t have to say or do 
anything. Just accept me. 


(CONT TNIED \ 


80. 


57 


Be ie ; ; ‘9 > 
* a 
81. 
CONTINUED : 57 


They gaze at each other, their inner emotions shining forth 
and time stops. 


FRANK (0.S.) 
They’re together. I can see them. 


VIEW ON THE MAYOR’S BOX 


Frank is next to Terry, speaking sotto voce. The box is 
full; Al and Sylvia Morgenthau, Rebecca Silver and her date, 
plus the person they’re all attentive to, Terry's mother. 
Deaf as a tent post, determined to see everything, screaming 
a thousand questions and refusing to hear a single answer 
shouted to her. 


TERRY 

(watching) 
They’re not touching, Frank, and 
now she’s left him. Look, she’s 
coming up here. 

(sighing, smiling) 
Isn’t she beautiful, honey? Far 
more beautiful than she used to 
be. Having a purpose suits her. 


Frank scowls, but when Julia enters he summons up the effort 
to greet her pleasantly. Julia kisses her grandmother. 


JULIA 
Hi, Grandma. Having a good time? 


GRANDMA 
I SURE AM! 


Julia kisses her mother and father. 


TERRY 
It must be time for the concert. 
Look, the wrestling’s finished. 


Below we can see little tractors pulling the separate rings 
into a unified stage. The LIGHTS lower and excitement fills 
the arena. 


TERRY 
(shouting to her 
mother) 
Vesta Sweetwater is next, Mama! 


GRANDMA 
WHO? 


(CONTTNUED } 


57 


82. 
CONTINUED : 57 


JULIA 
Vesta Sweetwater. 
(under her breath) 
Slut. Bitch. 


GRANDMA 
SOUNDS INDIAN. 


JULIA 
Native American, Grandma, but she 
isn’t. It’s a stage name. 


MUSIC brings Vesta on in her Megalon outfit, her hair 
sparkling with gold dust, to thunderous applause. She works 
the audience brilliantly, up and down, back and forth, her 
spiked heeled golden boots glittering, one hand holding out 
the little gold cross and chain around her neck. 


PRANK 
Now there’s a youngster with real 
values. 


Julia rolls her eyes. 


GRANDMA 
IS SHE A MARCHING GIRL? A 
MAJORETTE? 


TERRY 
No Mama, she’s New York’s own 
special virgin, she made the ‘Pure 
Love Pledge’! She’s the Christian 
ideal, a heroine to young people 
everywhere! 


GRANDMA 
EH, WHAT? 


JULIA 
Just sit back and enjoy, Grandma, 
don’t worry about it 


A policeman comes to the box, whispers something into 
Commissioner Hart’s ear; he rises and excusing himself, 
leaves. 

Julia slumps down in her chair and tries to find a spot 
where there isn’t a Jumbotron showing Vesta’s face ten feet 
high as she breaks into her original hit "MY PLEDGE.” 


(CONT TNIED } 


57 


CONTINUED : 57 


JULIA 
(muttering) 
Bitch. Cow. Siut. Porkpig. 


VIEW ON VIDEO DISPLAY 


The Vesta cult: photos, gold and platinum discs, various 
Christian icons and memorabilia. 


VIEW ON THE BONI BANK SECTION 


The Boni twins have invited Meade and Foster Milo to join 
them with their wives, and included Nush Berman with them 
and rather oddly, Davy Cato and his wife, what’s-her-name. 


VESTA 
(singing) 
“,.the keeper of the flame, 
I'll never be to blame, 
My pure love pledge is true, 
Pure, so pure for yooouuu..” 


Foster Milo is always smothered in jewels; her superb body 
sheathed in an opalescent ice-green satin tube. Tonight's 
gems are emeralds surrounded by diamonds. 


TIM BONI 
(to Nush) 
We’re trying to persuade Davy to 
join us at Boni Budget. 


NUSH 
Good idea. 


MEADE 
It would be handier to have a spy 
in Gene Hamilton’s camp. 


DAVY 
(blanches ) 
I couldn't do that! While I take 
a salary from Hamilton National, 
my loyalty is with him. 


MEADE 
Oh, come now. Loyalty is as 
loyalty does. You know perfectly 
well, as soon as it suits Gene, 
you’re going to get chopped. 
You’re almost forty, Davy. 


(CONTTNIUED } 


83. 


57 


58 


59 


CONTINUED : 57 


DAVY 
(struggling) 
Which is why I am interested in 
the offer from Tim and Tom. 
Though I haven’t said yes yet. I 
may not say yes. 


NUSH 

I would be very pleased if you 
transferred to the place where I 
bank, Davy. But Meade has a 
point. I hope, Davy pal, that 
you're not stupid enough to refuse 
to spit out what you know about 
Hamilton National before you 
change horses. 

(conspiratorially) 
You know the bank's going to that 
nephew Claude -- who never obeys 
orders or shows up for work. 


DAVY 
I hope he never does, he’d pull 
the wings off a butterfly. 
INT. BACKSTAGE OF THE GARDEN - NIGHT 58 


Claude and his cohorts are moving toward the main control 
room, carrying a package. 


CLAUDE 
(muttering) 

A little something from my purple 

files. 
Sneering, he pulls a glistening disc out, and using his 
infinite supply of $100 bills to bribe his way through, 
disappears into the control room. 
INT. MADISON SQUARE GARDEN - NIGHT 59 
THE JUMBOTRON SCREEN 


Vesta, holding her mike, prances and grinds waving to the 
crowds amid the frenzy of flashbulbs. 


WIDE VIEW 


Hundreds of thousands of spectators focused on the prurient 
dance which belies the lyrics she bellows out. 


(CONTTNUED } 


84. 


59 


CONTINUED : 59 


CLOSE VIEW 


Bathed in follow-spots, she leaps up and turns her dress of 
Megalon into its transparency mode and becomes almost 
transparent. The crowd SCREAMS its adulation. 


VIEW ON FRANK 


Listening, oozing approval. Suddenly, he lurches forward, 
unable to believe his eyes. 


FRANK 
Terry! 


VIEW ON THE JUMBOTRON 

The IMAGE of Vesta on stage is replaced by Claude’s amateur 
video footage of a huge glass bowl filled with Tootsie Rolls 
in which Vesta is gamboling, then to Serge Catiline, 
removing the teen star’s blouse. 

VIEW ON GENE HAMILTON’S BOX 


Wow is suddenly attentive; it takes Gene a moment to catch 
on. 


VIEW ON VESTA 

Blissfully turning her transparency on and off, unaware of 
what’s on the Jumbotron screen, singing her song about 
virginity and saving oneself for marriage. 

FULL VIEW 

Showing the performance and the many huge screens with 
another message, that of Serge and Vesta cavorting in his 
Cloud Tower. 

VIEW ON THE MAYOR’S BOX 

Now the crowd is beginning to understand. The screens show 


Serge having gotten all her clothes off, now beginning to 
remove his own. 


FRANK 
How did this -- filth get on that 
screen? . 


(CONTTNIUED \ 


85. 


59 


CONTINUED : 59 


TRUCKING VIEW 


A group of detectives led by Commissioner Hart and some 
uniformed officers making their way to the Mayor’s box -- 
Hart holds an official envelope in his hand. We HEAR the 
outraged CRY from the crowd and their booing and hissing of 
Vesta. 


VIEW ON VESTA 
Doesn’t understand the sudden change. 
VIEW ON THE JUMBOTRON 


The glass bowl of Tootsie Rolls in which a naked Vesta is 
frolicking, then to Serge Catiline, moving in on top of her. 


VIEW ON THE MAYOR’S BOX 
The Mayor, looking stunned, rises to receive the detectives. 


FRANK 
What is this? 


HART 

I don’t know, Frank, but Vesta’s 
mother called my office an hour 
ago, and gave my deputy a video 
disc to back up her complaint of 
unlawful intercourse with a minor, 
probably the same one we’ve just 
had the privilege of watching. 


This seeps into Frank’s mind, he understands what has been 
delivered to him. A rush of blood fires his eyes, flooded 
through him in wave upon wave of heat, ecstasy, final 
vindication. 


FRANK 
I want him ruined. 
(rising) 
Arrest him. Throw the book at the 
bastard! 


VIEW ON VESTA 
Standing on the stage looking terrified, shielding her eyes 


from the lights, trying to understand the colossal boos, 
catcalls. 


(CONTTNUED } 


86. 


59 


CONTINUED : 59 


VIEW ON THE SCREENS 


IMAGES of Serge and FILE FOOTAGE of Vesta reciting the Pure 
Love pledge. 


VIEW ON THE MAYOR'S BOX 


TV cameras and press reporters rush the box, assault the 
Mayor. 


VIEW ON HAMILTON’S BOX 


Gene stands looking grim, signaling to whomever can see to 
cut the projection. Finally it goes off, and is replaced by 
on-the-spot recording of the Mayor. 


Wow is furious, jealous and vengeful, then pleased. 
VIEW ON MAYOR’S BOX 


Frank seizes the opportunity and begins an impromptu speech 
to the crowd. 


FRANK 
-..within this city today, Serge 
Catiline, there is nothing that 
can give you satisfaction any 
more. 


SCREENS ALL AROUND THE COLOSSAL ARENA show different views 
of Mayor Frank Cicero, his voice ECHOING throughout. 


FRANK 
Apart from your own degraded group 
of hangers-on, no man exists who 
does not hold you in 
detestation... 


VIEW ON JULIA 


Transfixed by what is happening around her as her father’s 
resounding oratory dominates the crowd. 


FRANK 
Your life is marked with every 
sort of scandalous blot.... 


(CONTTNIED \ 


87. 


59 


CONTINUED : 59 


VIEW ON SERGE 


Wasted, wandering in the seedy collection of sports world 
types and their women, bottle in hand deeply mired in 
oblivion, self-hate, self-pity. Unaware of why all except 
Fundi are repelled from him. 


FUNDI 
Please Mr. Serge, we gotta get out 
of here. 


Serge falls into a chair outside the fashion tent and takes 
another swig. 


FRANK (0.S.) 
There is no imaginable form of 
dishonor which does not stain your 
private affairs. 


Tabloid newspaper headlines, photos of Vesta with the 
caption “She’s no VIRGIN!”; “Design Czar accused of unlawful 
intercourse, and on the ‘Daily News’ simply “SEX FRAUD”. 


Julia steps up to her seething, but satisfied father, her 
mouth opens about to make a passionate appeal, but Frank 
holds his hand up. 


FRANK 
Not a word. Not -- one -- word. 
Make yourself useful, take care of 


Grandma. 


And he leads his women out through the crowds. Julia 
vanishes from the entourage. 


NEW VIEW 


Fundi tries to coax his boss from his curled up position on 
the floor. 


FUNDI 

I can’t get him moving, he’s 

hopeless! 

Serge’s eyes blur. He looks up to where he senses a woman. 
SERGE 
(muttering) 
-..tremendous pussy. It’s all 
that matters. I am Cortez! 


A hand takes the bottle out of his hand. 


(CONTTNUED ) 


88. 


59 


CONTINUED : 59 


JULIA (0.S.) 
Tomorrow Serge, what you need now 
is caffeine and bed. 


SERGE 
Julia? Is that Julia? 


He tries to crawl under the chair. 
SERGE 
Julia! Can’t let Julia see me 
like this. Hide, gotta hide. 


VOICE (0.S.) 
Serge Catiline? 


LIEUTENANT LORETTA CLARK and her men hover over Serge, still 
under the chair, Julia cradling his head against her side. 


LIEUT. 
Serge Catiline? 


He does move, eyes closed in a peaceful sleep. 


JULIA 
He’s asleep. 


LIEUT. 
Pick him up. 


The two uniformed cops go under Julia’s protecting arms, fix 
their hands on his shoulders and haul him upright to hang 
between them. 


SERGE 
(groaning) 
No, no. 
LIEUT. 
Cuff him. 
JULIA 


You can’t do that, Loretta! 
What’s happening? 


LIEUT. 

Mr. Catiline is under arrest. 
JULIA 

On what charge? He hasn’t done 


anything! 


(CONT TNUED ) 


89. 


59 


60 


CONTINUED : 59 


LIEUT. 
Unlawful intercourse with a minor. 


JULIA 


(begging) 
Serge, Serge, wake up! 


Hand cuffed behind his back, they lead Serge off. 


LIEUT. 
(friendly warning) 
If you’re smart Julia, you’ll stay 
out of this. 


Julia follows after, pleading, beseeching. 


EXT. MADISON SQUARE GARDEN - NIGHT 60 


They march him down the packed street to a squad car and 
shove him into the rear with a cop on either side. 


JULIA 
You haven’t read him his rights. 


LIEUT. 
He’1l be read his rights the 
moment he indicates he’s capable 
of understanding what he hears. 
Until then, Miss Cicero, we’ll 
call this protective custody. 


JULIA 
(trying to get in) 
I’m going. 
LIEUT. 


Those days are over, Julia. Word 
from the top. 


The squad car and several others speed off, leaving Julia 
standing watching their flashing lights dwindle away. Fundi 
finds her there. 


FUNDI 
Never got him that coffee. Come 
on Miss Julia, I‘1ll take you home. 


One arm around her waist to support her faltering footsteps, 
Fundi leads her tenderly away. 


90. 


61 


62 


63 


64 


INT. CLAUDE’S LOFT - NIGHT 61 
Claude bounces in, whooping with laughter. He moves to a 
safe, holds his finger against it and the door pops open. 
Out comes the ‘Revenge’ book in leather and gilt and a 
purple pen. He opens it, flips a couple of pages. 
CLAUDE 
Bye bye, cousin Serge. You’re 
finished. And who did this to 
you? Me! 
CLOSE ON CLAUDE’S FACE 
His eyes gleam maliciously. 
INSERT -- 
The name “Serge Catiline” is crossed out in purple ink. 
FADE OUT. 
AcT IT 
FADE IN: 


EXT. FULL VIEWS OF THE CITY - DAY 62 
It’s fall, beautiful colors, patterns of leaves. The great 
city shows its spectacle of skyscrapers. 

EXT. MEGALOPOLIS SITE - DAY 63 
An open wound in the city; preparations are evident. The 
strange markings and structures growing out of the trenches 
and strange concentric circle earthworks. The monocars are 
ganged up and stilled. 

EXT. GENE HAMILTON’S TERRACE — DAY 64 
Atop one of the most beautiful classical buildings is Gene 
Hamilton’s garden, looking over an incredible view of the 
city. 

MEDIUM VIEW 


Gene ia dressed in workout clothes. Serge is there, 
standing by like a boy called into the principal’s office. 


(CONT TNIED } 


91. 


64 


CONTINUED: 64 


Gene’s holding a beautifully crafted modern aluminum 
crossbow, loaded. He lifts it casually. THUNK! The arrow 
hits the exact center of the target. 


GENE (0.S.) 
Bad timing, bad, bad timing. My 
wife doesn’t like it, and I like 
my wife. 


He puts the bow down and crosses to sit with his nephew who 
is calm and steely, unabashed. 


THE VIEW MOVES CLOSER 


SERGE 
I can see why she’d be offended. 


GENE 
A fifteen year old; for God's 
sake! Were your brains in your 
ass? 


SERGE 
I don’t know where my brains were, 
and that’s the truth. I believe 
the phrase is “I’m amnesic for the 
event.” 


Wow steps into the garden clad in a beautiful negligee. She 
purposefully ignores Serge. 


Wow 
Gene darling, Davy Cato needs to 
see you urgently. You have to 
gave the city today. 


GENE 
I’m warning you Serge, you’re not 
sowing your wild oats like Claude - 
- you’re a man! 
(to Wow) 
Tell Davy I’1l be with him in 
five. 


Wow, seeing Serge chastened, smiles as she returns to Davy 
Cato. 


GENE 
Romans ruled the world, but their 
wives ruled at home. 


92. 


65 INT. HAMILTON’S LIBRARY -— DAY 


Davy Cato’s been waiting with a briefcase full of city 
documents. She makes him sweaty and uncomfortable, 
especially in a negligee. 


wow 

Five minutes and you can go out. 
DAVY 

Thanks, Mrs. Hamilton. 
WOW 

Davy -- what did I tell you? 
DAVY 

Excuse me --~ Wow. 

66 EXT. HAMILTON’S TERRACE - DAY 

GENE 


This Vesta business makes it very 
difficult for me to stay on board 
your Megalopolis project, you 
know. 


SERGE 
Need I remind you that you own the 
Megalon patents? You and your 
bank stand to lose hundreds of 
millions if you don’t back me. 


GENE 
I’1l give you this, Nephew, you're 
not a wimp. I just wish my wife 
liked you more. 


Davy Cato comes out lugging his briefcase. 


SERGE 
Rather too little than too much. 


GENE 
Now get back to the task, man. 
Make the family proud of you. 
Like when you won that prize. 
(turning) 
Wow, where are you? I have a 
little surprise for you, my little 


foxy! 


65 


66 


67 


INT. CITY HALL - DAY 67 
HIGH MOVING ANGLE 


A large doughnut-shaped table with business chairs around 
the edge, and side tables with literally thousands of 
papers, sorted in racks. It resembles an operating room, 
with the city staff, bankers, lawyers and assistants the 
doctors and nurses. The city itself is the patient. The 
Mayor, as he believes it, is the saviour and protector, the 
hero who was prophesied as the first man of the city -- the 
only way Frank can accept the power which he craves so 
deeply. 


The meeting begins: coffee is passed around, bagels and 
pastries. 


Al Morgenthau lays documents on the table, the compromise 
they are offering. 


MORGENTHAU 
We’re almost there. 


FRANK 
We're bleeding the city to death, 
Mr. Cato. 


DAVY 
Then default. 


FRANK 
Default? Not in my 
administration. Admit that I 
can’t govern? No, no and no! 


DAVY 
I draw your attention to the fact, 
Mr. Mayor, that the entire system 
is in jeopardy. 


FRANK 
You are forcing me to implement 
the most stringent economies in 
New York’s history, Mr. Cato. 


DAVY 


Let’s not call them actualities 
yet, sir. 


({CONTTNUED } 


94. 


67 


95. 
CONTINUED : 67 


FRANK 
You’re raping the city and 
charging us with prostitution! 


REBECCA 
Mayor -- 


FRANK 
(capitulating) 
All right, give us the loans and 
I’1l push the button. 


DAVY 
Push the button first. 
(nondescript) 
Then we’ll give you the loans. 


Frank sits down, takes out his pen. Aides on either side 
ready the paperwork and feed it to him. Signatures. 


Sips coffee. Stacks of paper are moved. Signature. 


Remove document. Firehouses fly away. Assistant brings him 
coffee and smiles at him 


Another signature. As schools and libraries fly away. The 
aides carry a new stack of papers into the circular room. 


A five-man fire crew becomes a four-man crew. 

Some of the lawyers are on the phone. Some joking with 
aides. Signature. A school for design arts disappears. A 
brigade of police is reduced by half. 

Stacks of papers moved, etc. 


Sequence out of these elements until the final document. 


Frank must sign it after writing "fair and reasonable" on 
it. He puts down the pen. 


FRANK 
No. 


DAVY 
Then, it’s a stalemate, Mr. Mayor. 
You must understand that Eugene 
Hamilton is deeply committed to 
the Megalopolis program. 


(CONTTNURD } 


67 


CONTINUED : 67 


FRANK 
Eugene Hamilton is a desert, toxic 
waste, an empty void -- he’s Pluto 
hanging on to Prosperpina while 
the earth withers! 


THE VIEW TIGHTENS CONSPIRATORIALLY 


DAVY 
I couldn't have said it better 
myself. lLet’s have a walk, Mr. 
Mayor. 


The two walk to a more private area. 
TRUCKING TWO SHOT 


DAVY 
If Hamilton National drops out, 
Boni Budget.would consider 
becoming the lead underwriters. 


FRANK 
You speak for the Boni twins? 


DAVY . 

Put it this way, your honor. If 
the city should agree to give its 
business as a monopoly to the Boni 
Budget, I would accept its offer 
to become CEO and chairman. Thus 
personally guiding the city out of 
its -- ah-- present slough of 


despond. 
FRANK 
Holy Moses! 
DAVY 
(dispassionately) 


Holiness was highly valued in 

those days. Unfortunately, it 

counts for little in our time. 
(he turns) 

If you’re interested, we’ll meet 

again soon. Privately. 


96. 


68 


INT. CLOUD TOWER - DAY 


HIGH ANGLE 


Julia and Serge are having a picnic in the middle of the 
floor, surrounded by plans and renderings. 


one of them. 


JULIA 
I never got this. What is this 
ball? 


SERGE 
The center of the city, the main 
public gathering area. 


JULIA 
Isn’t a huge ball sort of passe? 


SERGE 
It’s a sphere, not a ball. 
Saturnus, Kronos, Tane Mahuta, the. 
Grip Reaper, the Lord of Misrule -- 
no beginning and no end: it’s 
time, Julia. Time, the eater of 
his own children. 


JULIA 
Oh Serge, no wonder I love you so 
much. More! 


SERGE 
I deal in little ideas, little 
inventions really -- and then they 


grow on their own. Taking things 
off the pedestal; shunning the 
perpendicular with its wasted. 
corners and embracing the curve. 
Curves like the sun, our mothers, 
our earth. 


Without thinking Serge hugs Julia. Then he becomes 
embarrassed with that and drops his arms. 


JULIA 
You didn’t need to do that. 


SERGE 
I’m sorry, it won’t happen again. 


Julia picks up 


68 


(CONTTNUED ) 


97. 


68 


CONTINUED : 


68 


JULIA 
Sometimes Serge, you are a total 
idiot. I didn’t mean the hug, I 
meant stopping the hug. 


SERGE 
(muttering) 
I don’t feel right about touching 
you. 
JULIA 


Because of Vesta? All the others? 
They don’t matter to me, so why 
should they matter to you? 


SERGE 
The old word was -- unclean. 


JULIA 
(scornfully) 
Oh, garbage! Or if you prefer, 
Megalon! 


SERGE 
A lot of the things your father 
has called me are true, Julia. I 
am a profligate libertine, I ama 
hedonist. Vesta? She was -- 


JULIA 
“Tremendous pussy. That’s all 
that matters.” 


His face blanches, he shudders and stands up. 


SERGE 
My words. 


JULIA 
Sometimes I hear your thoughts. I 
swim through your mind. 


SERGE 
I’m embarrassed. 


JULIA 
Vesta‘’s no virgin, I knew that the 
first time I saw her, at a 
concert. She’s an advertising con 
job about as chaste as Wow 
Baltimore, your new aunt. 

(MORE } 


(CONTTNIUED ) 


98. 


68 


69 


CONTINUED : 68 
JULIA (cont'd) 
And that one -- she’s as dangerous 
as Claude, who, incidentally set 
you up, Serge. 


SERGE 
Claude? 


JULIA 
I warned you. But did you listen? 
No! He was here at your party 
with his tiny video camera. 
Somehow he had hidden it in your 
bedroom. He left the party for 
five minutes and it wasn’t to go 
to the bathroom. They’1l argue 
figurative rape through drugs and 
alcohol. I know you weren’t 
feeding them to her, I knew she 
was higher than a kite before we 
left the wedding. I’d testify to 
that, but if they cross-examine 
and push, I’d have to admit that I 
adore you. A prejudiced witness. 


SERGE 
It’s my own fault, no one else is 
to blame. And if you, with all 
your joy and optimism can’t see a 
way out, how can I? 


JULIA 
I honestly don’t know. However, I 
am going to try. You know, I’ma 
talented detective. 


She throws her arms around him and hugs him tightly just as 
Charles steps in. 


CHARLES 
I’m sorry Serge, maybe you ought 
to come downstairs. 
Serge sees something is wrong from his face, immediately 
starts down the stairs, Julia following. 
INT. DESIGN STUDIO - DAY 69 
MOVING VIEW 


Down the stairs, into the design studio. 


(CONTTNURD } 


99. 


69 


100. 
CONTINUED : 69 


VIEW ON JULIA 

Astonished. 

WHAT THEY SEE: 

Everything has been destroyed. The carefully crafted model 
buildings are broken up, plans ransacked; all the file 
drawers opened, the contents ripped up and tossed 
everywhere. 


Julia moves to the swinging door of the safe. The cash 
drawers have been opened. 


JULIA 
It’s supposed to look like a 
robbery. 

SERGE 


It is a robbery. 


CHARLES 
They’re been to the site also; 
looked liked paid hoods. One of 
our guards was hurt. 


JULIA. 
Listen, I have friends in the 
detectives; don’t touch anything, 
don’t report it yet. 


SERGE 
Detectives -- the city’s 
detectives? 
JULIA 
(knows what he’s 
thinking) 
My father had nothing to do with 
this. 
SERGE 


I can play dirty too. 


JULIA 
Don’t stoop to their level. 
They’re going to attack you every 
way they can, hoping you’ll 
respond and get you in more 
trouble. 


(CONT TNUED \ 


69 


A70 


CONTINUED : 


SERGE 
You, my Joan of Arc of a new age, 
afraid of trouble? 


JULIA 
I mean -- for you. I’m not afraid 
for myself, but -- 


SERGE 
What are you saying, Julia? 


JULIA 
I feel it’s my job to -- protect 
you. 
(awkwardly ) 
I care for you. 


SERGE 
(smiling) 
I’m going to start building full 
swing before they find a way to 
stop me. 


EXT. POLICE YARD - DAY 


69 


A70 


Julia enters the yard where many squad cars are parked. She 
passes by officers who say hello, and goes right up to MAC, 
Other officers are hanging out, having lunch, 
etc. They all brighten up when they see her. 


her friend. 


JULIA 
Whattaya say, Mac. Give me my 
badge back. 


MAC 
I can’t. And Actually you can’t 
even hang around with the police 
anymore, badge or no badge. There 
are spies everywhere -- it came 
from the Commissioner. 


JULIA 
What'd I do? What am I guilty of? 


MAC 
You’re a sharp girl, Julia, you 
can figure it out. Not you -— 
they need Catiline to be guilty. 


Julia gives him a look that can’t fail. 


(CONT TNURD ) 


101. 


A70 


70 


CONTINUED : A70 


JULIA 
Ah, Mac, my best buddy -- won’t 
you help me? We could have made 
great partners. 


MAC 
In a movie maybe. 


Mac feels through his car’s glove compartment. Takes out a 


little detective badge and flips it to Julia. 
MAC 
I’ve got drawers full of them. 
They’re worthless. 
INT. CITY HALL - DAY 70 


Al Morgenthau hurries up to Frank, and leans over his ear. 


MORGENTHAU 
Could I speak with you a minute, 
Mayor? 
He walks off with him. 
MORGENTHAU 


Frank, the team of bloodhounds we 
put to work on the Design 
Authority charter have come up 
with something. 


FRANK 
Oh fantastic. What? Where? 


MORGENTHAU 
Just a little hitch in the wording 
about the designated uses of toll 
income -- it’s abstruse in two 
places. 


FRANK 
Open to legal interpretation, you 
mean? 


MORGENTHAU 
Exactly. The conclusion’s 
arguable, but we can at least put 
a temporary freeze on Megalopolis. 


(CONTTNUED ) 


102. 


70 


71 


103. 
CONTINUED : 70 


FRANK 
Al, I love your homely face 
forever! Is Judge DeFalco willing 
to issue an injunction? 


MORGENTHAU 
You’1l have to request it 
yourself, but I think so. 


Al hands the Mayor the phone. 


EXT. MEGALOPOLIS SITE - NIGHT 71 


Sheets of Megalon everywhere, massive forklifts, parts of 
cranes and booms, huge trucks and tractors loaded up ready 
to go. The Design Authority flag flies everywhere. The 
place is lit by high-powered searchlights. 


MOVING VIEW ON SERGE 
His team follows. A Design Authority car pulls up; ARAM 


KAVAKIAN, finance director, steps out and moves to Serge 
quickly. 


ARAM 
I filed the papers with the state; 
the bonds are liquid, so all you 
have to do is direct me to move 
the funds. 


SERGE 
I so instruct you, Aram. 


CLOSE SHOT 


Hands collecting tolls, etc. 


ARAM (0.S.) 
These are Authority funds, signed 
by its chairman -- you. Just 


think, all those toll booths 
collecting just to pay off our 
bonds. 


Serge signs and then steps up to a simple platform where a 
microphone is waiting. He looks through his team for Julia, 
smiles broadly. This is the great moment -- Megalopolis is 
about to rise. There is a tremendous air of excitement. 


A simple gesture of Serge’s hand and twenty bulldozers move 
forward. 


(CONTTNIED } 


71 


CONTINUED : 


NEW VIEW 


SERGE 
Megalopolis isn’t a utopian dream, 


it‘s a reality! A vision showing 


what can be done today, and what 
will be routine tomorrow! 


A row of searchlights spill upward to the sky. 


mad with FLASH photography. 
Suddenly squad cars arrive, sirens wailing. 
slew of police and detectives march up to Serge. 


He takes the 


LIEUT. 
Serge Catiline, director of the 
Design Authority? 


SERGE 
I am he. 
LIEUT. 
(barking) 


I have here an injunction 
terminating all construction on 
this site pending investigation of 
the Design Authority’s charter. 


SERGE 
It would be nice, if just once I 
couid hear you speak in a pleasant 
voice. 


papers and glances at them. 


SERGE 
This won’t hold up, Lieutenant. 


LIEUT. 
Until that is fact and not 


opinion, Mr. Catiline, all work on 


this site ceases as of this 
moment. 


SERGE 
I'm sorry, I can’t do that. Work 
continues. 


LIEUT. 
Issue the order to stop work or 
I‘1ll arrest you on charges of 
contempt. 


71 


The press go 
Serge acknowledges his team. 
An aggressive 


(CONTTNIUED } 


104. 


71 


CONTINUED : 71 


SERGE 
Arrest away, Lieutenant -- work 
continues. 


The Lieut. nods, and proceeds to put cuffs on Serge. 
Charles’s eyes are swimming with tears. They take Serge to 
a waiting patrol car; jam him in and drive off. 


CHARLES 
Oh, Jesus! 
(turns to Vera) 
We close down completely in 
compliance with the injunction. 
Everybody home -- including us. 


JULIA 
Don’t. 


ARAM 
Julia, we have to. 


JULIA 
You heard what Serge said, work 
continues! He knows what’s 
happening, what they can do to 
him. So if he says we build, we 
build! 


CHARLES 
Julia... 


JULIA 
What are you, Charles. 
Overwhelmed by a few sheets of 
paper? Serge said to build so0 we 
build. 


CHARLES 
There will be cops everywhere. 
They’11 shut us down anyway. I 
can’t condone violence, and that’s 
what’s going to happen. 


JULIA 
The city doesn’t have enough cops 
to shut us down, they’ve fired 
them all. They’1ll concentrate on 
Serge. Build Charles, build, damn 
you. 


CHARLES 
Do you all agree? 


(CONT TNURD \ 


105. 


71 


72 


73 


74 


75 


CONTINUED: 71 


He asks the others. 


BALIN 
Bet your ass! 


ALI 
(ad lib) 
Agreed. Julia speaks for us. 


Julia steps up to the microphone. 
JULIA 


You’re here to build the future. 
Build it! 


MUSIC UP. Work begins in full force as forklifts drop their 


loads of Megalon primary fabric and huge boring machines 
move into position to begin to drill the 100-foot casements 
that will provide the structure of above-ground MEGALOPOLIS. 
INT. SQUAD CAR - NIGHT ; 72 


Serge being driven away into the shadows. He clicks his 
gold watch and the second hand begins its sweep: 


WIPE TO: 


LEAP FORWARD IMAGES MONTAGE 73 
Individual clips of the team; Vera, Balin, Charles all 
directing their projects. STILL PHOTOS, TV CLIPS, SOUND 
BITES. We witness the future being constructed. 

EXT. GARBAGE BARGE DEPOT - DAY 74 
Nush Berman and Meade Milo approach the foreman. Meade 
shakes his head, Nush signs an order, and the Design 
Authority garbage barges are stopped. 

INT. NEW YORK GRAND JURY - DAY 75 


Preliminary hearing -- receiving testimony of Vesta‘s 
mother. 


106. 


76 


77 


78 


TOLL GATES - DAY 76 


Millions of cars keep passing through, hands reaching out to 


INT. MAYOR'S OFFICE — DAY 77 


Frank sits at his desk reading the newspapers about Serge 
and Megalopolis. He is infuriated. 


FRANK 
What do you mean we can't stop the 
building, Al? 


MORGENTHAU 
They're Design Authority bonds and 
we have no power to intercede. 
They're paid back by tolls all 
over this city. It would take a 
congressional act, and even that 


might not break the covenant of 


the Authority's bonds. 


FRANK 
This is my city, not this 
maniac's. Have the police stop 
them, Stan. 


HART 
Your judge's injunction didn't 
stand up. I can’t stop this and I 
don’t have the police to do it. 


FRANK 
(bitterly) 
Who can you trust, when you can't 
trust your friends? 
(then gleefully) 
But we’ve got him in prison, 
that’s something. 


POLICE STATION ~— DAY 78 


MOVE CLOSER TO Serge, being detained and questioned by 
detectives. 


107. 


79 


80 


81 


82 


83 


84 


85 


INT. DESIGN STUDIO - DAY/NIGHT 79 
INSERT - COUNTLESS DRAWINGS begin to define each part of 
Megalopolis. Huge sheets of designs pinned to the walls, 
details of the project. 

EXT. MEGALOPOLIS SITE - DAY/NIGHT 80 
Vast machines dig and bore and lay foundations. Huge trucks 
turn out sheets of plastic from molds and looms. 

INT. MODEL STUDIOS - DAY/NIGHT 81 


Model makers cutting cardboard, balsa wood, plastic. 


INT. FACTORY - DAY 82 
Basic new ‘weave’ plastic pours down a chute and onto a 
grid. 

EXT. GARBAGE BARGES FROM NEW JERSEY - EVENING 83 
Charles arranges for the shipments to begin. The barges 
carrying garbage move out. 

EXT. MEGALOPOLIS SITE — DAY 84 
Space-age materials being spun into feather-light structures 
that are cheap, insulating and have great acoustics. 

MEGALON shapes grow out of webs controlled by software, 
making things structurally stronger than steel, but free as 
liquid glass. 

CANDID STILL PHOTOS of the mushrooming Megalopolis. Earth- 
moving equipment sculpt the basic checkerboard of twelve 
parks. 

INT. DESIGN STUDIO - DAY 85 
VIEW ON JULIA 


Now an essential part of the team; directing the progress in 
Serge’s absence. 


(CONTTNITED 5 


108. 


85 


86 


87 


88 


109. 
CONTINUED : 85 


The model of the Saturn globe splits apart. Inside we SEE 
auditoriums, stadiums, plazas, fountains, gardens. 
EXT. TOLL GATES - DAY 86 


CLOSE SHOTS -- Many hands, much cash. Toll gate after toll 
gate. 


INT. HAMILTON'S LIBRARY - DAY 87 
VIEW ON WOW 


So sexy as she brings Gene’s medicine to him. He’s trying 
to concentrate on reports he’s reading. 


GENE 
Damn, damn, my pills multiply like 
rabbits. 

WOW 


Don’t worry, I’ll read this for 
‘you, honey -- then I’11 give you a 
summary. 


A MOVIE SCREEN shows IMAGES of Serge and progress of 
Megalopolis, then Wow's SHADOW as she undresses. 


Wow moves next to Gene, distracting him -- until he is no 
longer watching. She closes in on him, pressing a button 
shutting the projection off. 


INT. JAIL - VISITING ROOM - DAY 88 
Aram joins Serge. 


ARAM 
Hamilton National cut off our 
local accounts. 


SERGE 
Don't you have the upstate ones? 


ARAM 
Yes, but it's so maddening, like 
someone's playing with us. Is it 
your Uncle? 


89 


90 


91 


92 


93 


94 


INT. ELECTRONICS FACTORY - DAY/NIGHT 89 


Workers in dust-proof suits work spinning yokes of fiber- 
optics to go into the information hub deep below the city. 


VIEW THROUGH ELECTRON MICROSCOPE -- the nano-circuitry. 


EXT. MEGALOPOLIS SITE - NIGHT 90 
CLOSE ON HANDS -- building, joining, creating. 


Workers grow and affix the skeleton of a vast globe. 


EXT. DESIGN AUTHORITY BLDG. - DAY 91 


Ite distinctive flag flying proudly in the wind. 


EXT. CLOSE ON HANDS 92 


Paying tolls, cash changing hands. 


EXT. THE CHRYSLER BLDG. - MORNING 93 


MOVING CLOSER TO THE TOWER, and into the great triangular 
windows. 


INT. MAYOR’S OFFICE - AFTERNOON 94 


Frank sits near his phone, listening to Gene’s voice booming 
through the room. 


GENE (0.S.) 
I don’t care what the city’s 
objection to double bail for 
double offenses is, Frank! I want 
my nephew released and I will not 
lie down under this order that 
construction of Megalopolis cease! 


FRANK 
Listen, Mr. Hamilton, you may own 
this city’s largest bank and the 
patents on Megalon. But you do 
not own me or this city’s 
administration. 

(MORE ) 


(CONTTNITEN } 


110. 


94 CONTINUED : 


94 
FRANK (cont'd) 
Dr. Catiline’s in a cell where he 
should be, and there he stays! 


A pause; everyone in the office, Al, Rebecca, Hart look at 


each other. 


Frank breaks 


GENE (0.S.) 

(softly) 
I don’t own you and this city’s 
administration? I rather thought 
I did, actually. Don’t oblige me 
to issue a public statement that 
the Hamilton National Bank has no 
faith in the city’s credit because 
said credit is a figment of the 
Mayor’s imagination. Your paper's 
not worth diddlysquat, your honor, 
the city’s broke. 


the connection with a fictitious stab. 


FRANK 
Damn and blast him! 


MORGENTHAU 
Your honor, be reasonable. Let 
the guy out, don’t make it worse 
for us. 
(to Hart) 
Stan, back me! 


HART 
Al’‘s right, your honor. If 
DeFalco’s court refuses bail, old 


man Hamilton will not only issue 


his statement, he’ll also accuse 
you of mounting a vendetta against 
his nephew. 


Rebecca moves to look Frank in the face sternly. 


REBECCA 
Boss, in the last week you’ve shot 
off your mouth about the Vesta 
case to any reporter who’d listen, 
and Catiline’s attorneys are 
suggesting bias. 


FRANK 


Bias smias, the man copulated with 
a fifteen year old! 


(CONTTNUED } 


lil. 


94 


CONTINUED : 


Frank slumps 


Frank shrugs. 


94 


REBECCA 
But you’re smearing him, denying 
him bail, you’ve made it personal, 
as though it was your daughter -- 


LAWYER 
You see, your honor, our 
contentions about those two 
Clauses in the charter aren’t 
watertight, so it might be smart 
to ease up. 


FRANK 
(through his teeth) 
That wasn’t your opinion 
yesterday. 


LAWYER 
Well, I commissioned an external 
opinion too, and it’s just back. 
One of my jobs is to keep the 
public informed about the city’s 
affairs, including legal ones, and 
I wanted us to look impartial. 


FRANK 
I take it you’re attempting to 
tell me that the external opinion 
doesn’t agree with our own 
experts? 


LAWYER 
Correct. Sorry. 


into his chair. 


Therefore, you are all advising me 
to turn a blind eye to continued 
building on the Cityworld site, 
and content myself with that poor 
little soul, Vesta Sweetwater? 


MORGENTHAU 
We are. 


(CONTTNIUED \ 


112. 


94 


CONTINUED : 


94 


FRANK 
Very well, then we turn a blind 
eye to the matter of holding a 
legally binding injunction in 
contempt. However, Walter, tell 
Norm O’Brien from me that he’d 
better get the Grand Jury moving, 
I want Catiline convicted as soon 
as possible. Hear me? 


MORGENTHAU 
I hear you. 


They all scuttle out except for Rebecca, who stands behind 
the Mayor and massages his neck with strong fingers. He 
relaxes and breaths. 


FRANK 
Oh, that feels good. 


She finishes, grins at him putting her thumbs up. 


PRANK 
You know Rebecca, in all the years 
we’ve worked together, no one has 
ever been more loyal. I prize 
that. But you think I’m going too 
far with Serge the Scourge, don’t 
you? 


REBECCA 
I do. 


FRANK 
He’s got my Julia in his snare. 


REBECCA 
I realize that, Frank. 


FRANK 
How else can I set her free, than 
to jail him? 


REBECCA 
He’ll get a stiff sentence for 
Vesta Sweetwater. 


FRANK 


And good riddance, I hope it’s 
life. 


(CONTTNUED } 


113. 


94 


95 


96 


97 


CONTINUED : 94 


REBECCA 
Boss, why don’t you take the rest 
of the day off? 


He reaches out and picks up the two legal opinions 
concerning the Design Authority charter. 


FRANK 
Good idea. I want to arrive at 
‘my’ opinion and it’s quieter at 
Gracie Mansion. Thanks, Rebecca. 


He lumbers out, but stops to make a call on his cell phone. 
INSERT 

Scramble mode. 

CLOSE ON FRANK 


FRANK 
Cato? This is Frank Cicero. Just 
to let you know I’m in favor of 
our suggestion about the Boni 
Budget... I should add that the 
city has had an offer of a gratis 
block of midtown land on which to 
build a casino. Yes, there will 
certainly be future collateral -- 
No matter what the fate of the 
Cityworld site, the casino is 
assured. 


EXT. GRACIE MANSION - EVENING 95 


Frank geta out of his car, waves to the copa in the security 
booth on his way to the house. 


INT. GRACIE MANSION - EVENING 96 
Frank enters, and hearing Julia’s laughter, eavesdrops as 


she talks to her mother. 


INT. SITTING ROOM - EVENING 97 


Terry and Julia eating together, both laughing. 


(CONT TNIED } 


114. 


97 


CONTINUED : 


97 


TERRY 
I don’t know why we’re laughing, 
it isn’t funny. 


JULIA 
No Mom, it isn’t funny. 
TERRY 
You’re going to stick by him. 
JULIA 
Through thick and thin, to the 
death. 
TERRY 


You love him that much, honey? 


JULIA 
That much and more. I don’t think 
God made a device to measure my 
kind of love. 


TERRY 
How long has this affair been 
going on? 


JULIA 
Oh, there is no affair! The time 
for that isn’t right. 


TERRY 
Why? 


JULIA 
There are a lot of negative things 
working on Serge. Things that eat 
at him, things I don’t always 
understand. His mind doesn’t work 
like other minds. 


TERRY 
Is he unbalanced? 


JULIA 
(laughing) 
Totally! But not crazily. He has 
such visions, such passions. 
Megalopolis obsesses him. 


TERRY 


Well honey, the cards say the pair 
of you will get there. 


(CONTTNIEN } 


115. 


116. 
97 CONTINUED : 97 


Suddenly Frank roars into the room. 


FRANK 
Oh, do they? 
(heart pounding, 
trembling) 
You and your cards, woman! You 
and your delusions, girl! 


JULIA 
I‘d better go. 


She scrambles to her feet, kisses her mother, and tries to 
get around her crimson-faced father. 


FRANK 
After listening to that mawkish 
sentimentality, I don’t know why 
you ever came, you serpent’s 
tooth. God didn’t make a 
measuring device, huh? Oh yes he 
did, but not for deviates like 
your lover-boy! Visions and 
passions indeed! 


JULIA 
Daddy, you’re wrong about Serge -- 
so wrong! 


FRANK 
Seducing a fifteen-year old girl? 


JULIA 
(wringing her hands) 

It wasn’t the way it looked and if 
it had been, it’s irrelevant. What 
matters are his ideas, the 
children of his mind -- they’re so 
fantastic, so worthwhile! Serge 
the person is just a vessel filled 
with ideas. Don’t you see, Daddy? 
He’s a tragedy because his mind 
and spirit are some place his body 
doesn’t know, can’t follow. 


FRANK 
(fury dying down) 
You are lost. 


Tears pour down Julia’s face. 


(CONT TNURD } 


97 


CONTINUED; 97 


JULIA 
Whatever happened to your dreams? 


She slips past him and is gone. 
Frank slouches down, exhausted. Terry picks up her cards. 


TERRY 
If she’s lost, Frank, accept it. 


FRANK 
How dare you ask her here. 


TERRY 
God would say, how dare I not. 
She is my child. Motherhood is 
unconditional. 


She starts to clear the dishes away. 


TERRY ; 
Go and do some work, I don’t want 
to see you until you can at least 
be civil. 


Frank drags his heavy briefcase to his study. 


FRANK 
(muttering) 
Why did she have to fall in love 
with the one man I cannot condone? 
And why is she so blind to the 
evil in him? 


He sits down. 


FRANK 

I haven’t forgotten my dreams. I 
was going to be another father of 
my country, to have a thousand 
statues in a thousand squares. I 
was going to be primus inter 
pares, the first among my equals. 
I had dreams -- 

(falling asleep) 
But they weren’t dreams --- they 
were fantasies. 


The HOOTING of owls in the Gracie Mansion gardens. 


DISSOLVE TO: 


117. 


98 


INT. 


BEDROOM - NIGHT 98 


Frank sleeps restlessly, almost screaming. 


TERRY 
Frank. You’re having that same 
nightmare again. 


FRANK 


I’m fine -- I’m fine. 


TERRY 
The same dream? 


FRANK 
A cloud swallows the moon. 


TERRY 
The moon. The feminine principle, 
the left hand, imagination, 
intuition. Ruled by Pisces, rules 
Cancer. Hmmm. 


‘She sits up in the bed, puzzling. 


TERRY 
I‘ll spread the tarot, but it’s 
hard to interpret dreams from 
either the tarot or the stars. I 
think you need to see a psychic. 


FRANK 
Pah. 


TERRY 
Truly, honey, psychics can be very 
helpful. You’re soaked! Lord be, 
Frank, you’re not telling me 
everything. There’s a Psychic 
named Ablo in the Brooklyn 
tunnels, and she’s an expert on 
dreams. Why not see her, huh? 
For me? 


FRANK 
What’s her name, Gobble? 


TERRY 
Ablo. 


(CONTTNUED ) 


118. 


119. 


98 CONTINUED : 98 
FRANK 
And she occupies a palace in the 
Brooklyn tunnels. 
(rolling to one side) 
Go to sleep, Terry -- and no more 
Ablo. 
99 INT. CITY HALL BOARDROOM - DAY 99 


Al Morgenthau hangs up the phone. 


Those in the 


MORGENTHAU 
The panel of judge ruled in favor 
of the Design Authority. 


room are disappointed but not surprised. 


FRANK 
If we had those tolls, Al, we’d be 
on easy street. 


MORGENTHAU 
There’s no denying that having the 
toll revenues would help, but we 
don’t have them and I can’t see 
that we ever will have them. 


FRANK 
(leaning back in 
chair) 


‘Actually, the city will shortly be 


enjoying its rightful toll 


revenues. 
MORGENTHAU 
(gaping) 
Impossible. 
FRANK 


No, no, no, not impossible -- 
actual. There’s an old saying 
that the best job is one you do 
yourself, and I’ve just been going 
through the Design Authority 
charter with a microscope. 


MORGENTHAU 
And found? 


(CONTTNITED J 


99 


CONTINUED : 


FRANK 
That in the event of death, 
incapacitation or conviction on a 
felony of the Director -- Serge 
Catiline -- the Authority and its 
funds fall into control of a 
caretaker panel. 


MORGENTHAU 
Jeeee-sus! How did we miss that 
one? 


FRANK 
When the charter was ratified, we 
hadn‘t moved into City Hall. 
Nobody's bothered with it until 
recently and then we gave our 
bloodhounds the wrong scent. 


MORGENTHAU 
Who appoints the caretaker panel, 
Frank? 


FRANK 

The Mayor, the Public Advocate and 
your good self, Al. 

(complacently) 
What’s more, in the fullness of 
time we appoint the new Director. 
That means when Dr. Serge Catiline 
hears the guilty verdict we’ve got 
him in every way. His funds will 
be our funds. Nor will Uncle Gene 
kick -- if we agree to build 
Cityworld out of Megalon. He’s as 
hard nosed as they come. 


MORGENTHAU 
(dubious ) 
That won’t please Nush Berman. 


FRANK 
I have a feeling I can reach an 
accommodation with Nush. There 
are the Brooklyn tunnels, and he’s 
begun to lobby for a new airport. 


He turns, conspiratorially. 


99 


(CONTTNUEN } 


120. 


99 


100 


101 


CONTINUED : 99 


FRANK 

I’‘ll just take the Design 
Authority over and use it to build 
my Cityworld. I have dreams. I 
don‘t have to set up new 
foundations -- I could just use 
Catiline’s and redesign on top of 
it. Rebecca, see if you can 
arrange a meeting with Charles 
Eddington. 


EXT. GRAND JURY - DAY 100 


Crowds, some carrying crosses, have come to chant for 
Catiline’s head on a platter 


INT. NEW YORK GRAND JURY -— DAY 101 


Wealthy matrons, media and citizens are among the spectators 
who sit in judgment on the Serge Catiline case. 


MED. VIEW MOVING 


Vesta's mother is weeping and shredding Kleenex in the 
witness box. She's clearly an alcoholic cleaned up for her 
appearance. Serge sits next to his lawyers. 


VERDICT CHORUS 
We, the Grand Jury, indict the 
defendant, Serge Catiline on 
charges of unlawful intercourse 
with a minor, rape, child 
molestation, oral copulation, 
sodomy, and providing drugs to a 
minor. 


VIEW ON SERGE 


Sitting quietly. He holds an antique pocket watch, turns it 
over. 


INSERT: 


‘The inscription, "Col. Alexander Hamilton, 1781." 


When the verdict is delivered, he bows his head. Then he 
stops the chronometer button. CLICK. 


CUT TO BLACK 


(CCONTTNUED \ 


121. 


101 


102 


103 


CONTINUED: 


FADE IN: 


EXT. THE CITY - DAY 


New York in the RAIN. 


INT. CLOUD TOWER - DAY 


101 


102 


103 


Serge sits in a cloud of despondent gloom; Charles Eddington 


enters tentatively under Fundi’s watchful eyes. 


CHARLES 
May I? 


Serge nods to his old colleague. 


CHARLES 
Serge, I think we must stop work 
on Megalopolis. 


SERGE 
(bewildered) 


Why? 


CHARLES 
Sabotage, among other things. 
According to the cops it’s a 
constant potential riot situation 
and Commissioner Hart told me 
flatly he doesn’t have the 
manpower to contain that number of 
people should you appear. 


SERGE 
The commissioner? Did you see the 
Mayor as well? 


CHARLES 
The Mayor -- he was there for a 
moment . 

SERGE 


But you didn’t speak with him? 


CHARLES 
I said, for a moment. They insist 
there are already too many police 
tied up guarding you. 


Serge’s shoulders heave with sudden laughter. 


(CONTTNTED } 


122. 


103 


CONTINUED : 


103 


SERGE 
All this over a bowl of Tootsie 
Rolls! Why do we have senses of 
humor? 


CHARLES 
(almost begging) 
Serge, please. Issue an order to 
stop work. I have it here, all I 
need is your signature. 


SERGE 

Who prepared the document? 
CHARLES 

Aram did. 
SERGE 


When the trial is over, I’1l be in 
jail anyway. 

(standing up) 
God, I’m so tired of walking this 
room! Give me the order, I’11l 
sign it. 


Fundi lets Julia in. 


JULIA 
You won’t go to jail. 
(kissing Charles on 
cheek) 
What’s up? 


CHARLES 
We‘re closing Megalopolis down, 


. temporarily. 


JULIA 
Oh, no! 


CHARLES 
We have no choice. 


He takes papers out of his briefcase, puts them on table. 


CHARLES 
Well, I’m off. When you feel like 
it Serge, the team is down below. 
We may not be building but there’s 
plenty to do. 


(CONT TNITTED J 


123. 


103 


CONTINUED : 103 


CLOSE ON JULIA 


Observing how badly Serge looks. 


JULIA 
Let’s watch TV or something. 


A talk show comes on -~ and there sits Vesta Sweetwater at 
right angles to the host. 


JULIA 
Oops. 


About to change it; Serge stays her hand. 


VESTA (0.S.) 
I go on -- I know I let a lot of 
people down, but I must go on. 


HOST 
Oh, Vesta, you poor child. No one 
blames you! 


Gets up and gives the teenager a hug while the studio 
audience signals their approval with applause. The TV 
SCREEN goes blank. 


SERGE 
What a bitch you are, Julia! 


He grabs the control and blanks the big wall screen. 


JULIA 
At least I got a reaction. 


SERGE 
Go away -- just go away. 


JULIA 
And leave you like this? I can’t. 


She crouches on the carpet at his feet and looks up into his 
face. 


JULIA 
Serge, you’ll never go to jail. 
Will you? 

SERGE 
No. 


(CONTTNUED \ 


124. 


103 


104 


105 


CONTINUED : 103 
JULIA 
You’‘1ll kill yourself first. 
SERGE 
Yes. 
JULIA 


I couldn’t live without you. 


SERGE 
You think that now, but I’m not 
who you believe I am. I got 
myself into this and no one knows 
better than I do. It’s not that 
silly girl’s fault, it’s mine. 
You can’t get around these 
particular charges, Julia. I am 
guilty. I admit I’m guilty. 
That’s how I’m going to plead. 


JULIA 
You’ll be all right now. Go to 
work downstairs, and don’t think 
about tomorrow or any other day. 
You don’t need to, Serge. 


SERGE 
Where are you going? 


And she is gone, her perfume lingering. 


EXT. CLAUDE’S LOFT - DAY 104 


The loft is in a clock tower at the base of the Brooklyn 
Bridge. The great hand moves steadily, showing the hour. 


INT. CLAUDE’S LOFT - DAY 105 


Two young girls are lying on an overstuffed couch reading a 
magazine, while Clodina sits, looking bored. The girls are 
doing a jigsaw puzzle; a large bowl of jelly beans stands 
near the table’s edge, and both girls absently dip into it 
as they study the pieces. Julia enters, seemingly with her 
own key. 


CLODINA 


My goodness. Thrown Sergie boy to 
the wolves, Julia? 


(CONTTNIED } 


125 e 


105 


106 


CONTINUED : 105 

JULIA 

The wolves are right here in Club 

Claude! 
CLODINA 

You don’t sound in a good mood, 

darling. 
JULIA 


That’s because I’m not. How much 
do you know about this plot to 
frame Serge, Clodina? 


CLODINA 
(her blue eyes 
widening) 
Plot? What plot? 


JULIA 
Where’s Claude? 


CLODINA 
In the conference room, which is 
verboten to all females. 


JULIA 
Then get him out. I’m not leaving 
until I see him. 


CLAUDINE 
I’1l tell him. 


INT. SO-CALLED CONFERENCE ROOM - DAY 106 


A working office, more like a magnate’s office; leather 
chairs, expensive antique tables and cabinets, Persian rugs, 
windows shuttered in maple. 


NEW VIEW 


Claude sits in Arctic fluorescent austerity before a 
computer; the walls are covered with maps and charts of New 
York City’s five boroughs, lists of statistics, all 
dominated by one very large outline map of the city’s 
electoral districts. 


ANTON 


For the hundredth time, Claude -- 
what the fuck are you up to? 


(CONTTNUED } 


126. 


106 


127. 
CONTINUED : 106 


Claude parks his mouse, and marks a quarter of the electoral 
district map with a crayon from the box of many colors on 
his plain steel desk. 


CLAUDE 
Turks. Time to let you into the 
new enterprise as a - ah - junior 
partner. See that? 


ANTON 
There’s not much else to see. 


CLAUDE 
(dreamily) 

At first, I wondered if it would 
be possible to gerrymander the 
electoral districts. But then, 
after I met Mohammed Aziz, a much 
easier alternative popped into my 
mind. So I sat down at my 
computer and did some research. 


Anton sits there with his eyelids drooping. 


ANTON 
Huh. 


CLAUDE 
It began with my unparalleled 
genius for language. What if, I 
asked myself, Anton old chum, 
there’s no need to gerrymander? 
The immigrants are spread far and 
wide! They just move into an 
area, and slowly take it over. 
Since the dawn of the new 
millennium, the steady trickle has 
become a full torrent and a great 
many have been here now long 
enough to become American 
citizens. By fair means or, I 
suspect, foul. 


ANTON 
Jesus Christ, Claude -- is all 
this shit necessary? 


CLAUDE 
(looking shocked) 
Necessary? Not necessary, Anton - 
! I’ve found a way to 
become King of New York City! 


(CONT TNIUED ) 


106 


CONTINUED: 


106 


ANTON 
Oh, sure. How? Tell me how? 


CLAUDE 
By controlling the immigrant vote 
in every one of the five boroughs, 
you dodo! 


ANTON 

Absolutely fucking shit, Claude! 
Even I know that the immigrants 
hate each other -- I mean, didn’t 
you listen to Josaphat the Haitian 
on the subject of the Dominicans? 
Or the Russians about the Arabs. 
The Rumanians hate the Bulgarians, 
the Biafrans hate the Nigerians, 
The Turks hate the Greeks and the 
Arabs, the Greeks hate the Turks 
and the Macedonians, the Chinese 
hate the Vietnamese, the Korean 
hate them both, the Indians hate 
the Pakistanis -- it goes on and 


on! 

CLAUDE 
My good Anton, you conceived a 
thought! 

ANTON 


Yeah, well. They’re all un- 
American trash, Claude baby, but 
you’ll never get them to agree 
with each other. 


CLAUDE 
Oh yes, I will. I promise you, I 
will. I’m going to go among them, 
I'll speak their tongues, I’1l lay 
my hands upon them as of little 
sheep. I am going to become their 
messiah. 


ANTON 
(gaping) 
Even you don‘t have that many 
languages. 


CLAUDE 
Give me a week, and I’1ll speak any 
language you can name. In fact, 
I’ve already begun. 

(MORE ) 


(CONTTNITED } 


128 e 


106 


CONTINUED : 


106 

CLAUDE (cont’d) 
I’ve added Hindi, Urdu, Cantonese 
and Korean to the list. I shall 
unite the immigrants in a common 
cause. Do you think they don’t 
know they’re despised, looked down 
upon? To Mayor Cicero they’re the 
main cause of our bankruptcy, so 
does he love them? Does he 
comfort them? Only like a 
politician, Anton, and that’s as 
shallow as a hasty grave. Whereas 
I will love them, I will comfort 
them, I will contribute to their 
causes and give them a proper 
sense of their own power. 


ANTON 
Do that, and you’1ll be stomped to 
déath in the revolution. They‘ll 
get away on you. 


CLAUDE 
Why should they? They’1l look to 
me as to their savior, as their 
guiding light. Revolution is my 
prerogative, not theirs. 


ANTON 
(stubbornly) 
They are a bunch of un-Americans. 


There is a KNOCK on the door. 


CLODINA (0O.S.) 
Claude, Julia’s here and she 
insists on seeing you. 


CLAUDE 
Ah. I was wondering when she'd 
come begging. On your feet, 
Anton. Let’s go see how we can 
make her life even unhappier. 


JULIA 
Hi. Doing anything constructive? 


ANTON 


(grinning) 
Un-American activities. 


(CONTTNITED ) 


129. 


106 


CONTINUED: 


CLAUDE 
(yawning) 
Are you here as a Club Claude 
member or as ambassador 
extraordinary for the Empire of 
Serge? 


106 


Julia nods in the direction of the two young girls. 


Even Clodina and Claudine are puzzled and afraid. 
young girls avert their eyes, grabbing handful of 


jellybeans. 


JULIA 
How come you’re not up on charges 
of unlawful intercourse with 
minors? 


CLAUDE 
Unworthy, Julia. Because I’m the 
one owns the camera. And the 
tapes. 


JULIA 
You are so disgustingly low. 


CLAUDE 
Thank you. 
(angrily) 
What’s gotten into you, Julia? 
Don‘t you remember Club Claude’s 
mission statement? 


JULIA 
That was a thousand years ago. 
You are cursed. 


CLAUDE 
(slight laugh) 
No one can curse me. 


JULIA 
And to think you were once a hero 
to me, giving the finger to a 
stodgy old world! 


CLAUDE 
What until you see the new world. 
New Claude City. Claudington, 
D.C. The United States of Claude. 


The two 


(CONTTNUED ) 


130. 


106 


107 


CONTINUED : 106 
JULIA 
I came to ask you to help free 
Serge. 
CLAUDE 
Help free Serge? Oh no, 
Serge is going to die. 
He's flying to the sky. 
Now, not by and bye. 
JULIA 
Somehow, I’m going to clear Serge. 
She realizes she sounds pathetic. 
CLAUDE 
You? 
JULIA 
You made several bad mistakes, 
Claude. First, you chose Serge as 
your victim. And another, showing 
your real face to me. I have 
‘power, I have power. And you will 
fall like Lucifer. 
CLAUDE. 
(unimpressed) 
What a load of shit. I have the 
power, you sappy little ignoramus. 
You don’t remember my production 
of Sleeping Beauty, with you 
starring as the prince, do you? I 
have that tape, I think. 
JULIA 
Claude, just try to pull something 
like that on me. I will have you 
in court in two seconds and Uncle 
Gene will bounce you so hard you 
might land on Mars! 
She walks out. 
INT. HALLWAY - DAY 107 


She sags against a wall, shivering, trembling, horrified. 


131. 


108 


109 


110 


111 


132. 


EXT. BROOKLYN/BRONX - DAY 108 
MONTAGE : 


Claude has come to a neighborhood Haitian grocery store; 
takes Mohammed Aziz to the lobby of a Hamilton Bank and 
arranges a line of credit for the mosque’s charitable 
programs; enjoys a band concert from a Dominican band whose 
instruments were donated by Claude. 


Soon all the groups are calling him "Monsigneur,” “Bey,” 
“Sayyed,” “Effendi,” etc. 


EXT. NEIGHBORHOOD GROCERY STORE - DAY 109 


A fluttering banner announces its grand opening. Claude 
beams as he speaks Creole to the proprietors and throng. 


CLAUDE 
Congratulations and good luck on 
your business, my friends. 


OWNER 
Thank you for helping arrange all 
this, Monseigneur. 


EXT. DISTRICT POLITICAL OFFICE - DAY 110 


This is the Haitian political action office for their 
present Bronx district. Claude meets the old populist 
leader, revered Papa Boneme. Josaphat embraces him. 


JOSAPHAT 
Dear Uncle -- this is Claude, the 
one you heard about. 


BONEME 
Welcome, welcome! The family is 
waiting for you, Claude. 


INT. HAITIAN BASEMENT - DAY 111 
A tiny room where there are huge stacks of cardboard boxes 
containing goods being sent back to Haiti. Several people 


are waiting, all Haitians. The Haitians have crammed some 
old kitchen chairs into a ring, in the midst of the clutter. 


(CONTTNUED } 


lil 


CONTINUED : 111 


Some men open large plastic bottles of Pepsi Cola, pour it 
into plastic glasses which are passed around as if they were 
champagne. An old woman, TANTE MOMO, steps forward. 


MOMO 
He is your chosen? 


JOSAPHAT 
Yes, Tante Momo. He can do what 
we cannot. 


There is a small ALTAR with a statue of the Virgin Mary, a 
snake under her feet, $5 bills, crucifixes, cuff-links, 
decorated beer bottles and candles. Tante Momo speaks in 
Creole, apparently blessing the proceedings. She puts a 
bottle decorated with pink and blue glass beads in a 
prominent place -- and removes the cork. 


JOSAPHAT 
I bring you my brother Claude. He 
was born from a family of lords. 


Papa Boneme beckons Claude to him, takes his hand. 


BONEME 
I am here with my son, Tante Momo. 
He will help our people. 


MOMO 
We present to you, Erzulie, our 
brother Papa Boneme, who takes 
this young man Claude Hamilton as 
his son, to be known as Claude 


Boneme. 

BONEME 
So be it. Erzulie, bless my son 
Claude. 


The assembled group chant something in patois that includes 
the name Claude several times, and conclude with "Baron 
Samedi." Something overtakes them all as though the 
presence of a powerful spirit, which leaves Tante Momo 
exhausted. They help her to her feet. She pops the cork on 
the bottle and puts it in its place of honor on the altar. 
From behind it comes a multicolored SNAKE. 


VIEW ON CLAUDE 


Watching the snake fixedly. Its tongue flickers at him. 


133. 


134. 


112 INT. DESIGN STUDIO - DAY 112 
Julia finds herself working with Charles Eddington. 


JULIA 
I’ve seen Serge’s attorneys. 


CHARLES 
What did they say? 


JULIA 
That they doubt my testimony will 
sway the jury much. It turna out 
that Claude and his sisters have 
already been to see the D.A., and 
are prepared to swear on a stack 
of bibles that Serge fed her speed 
in her dessert and spiked her 
orange juice with vodka. 


CHARLES 
(under his breath) 
May they rot. 


JULIA 
I had a sudden wild hope, that 
maybe our dear darling Vesta was 
thirty-five years old, but Serge’s 
legal team shot that down. All I 
could find out was that there was 
an Older sister who died. 


CHARLES 
It’s her mother ought to go to 
jail. Anyone with a particle of 
sense could see that she’s a lush, 
but the D.A.’s bunch cleaned her 
up superbly. 


JULIA 


I couldn’t face going to the 
trial. 


CHARLES 
A wise decision. 


JULIA 
(whispered) 
I can’t live without him. 


Charles laughs, and kisses her on the lips. 


(CONTTNUED \ 


112 


113 


114 


135 e 
CONTINUED : 112 


CHARLES 

It doesn’t matter, Julia, it 
really doesn’t. Serge will 
survive. And it’s all because of 
you. Now go talk to him, will 
you? He’s on the site. Balin 
thinks he’s suicidal. He lives 
with a lot of ghosts, Julia. 


EXT. MEGALOPOLIS ‘COLOSSOS’ SATURN TOWER - DAY 113 


JULIA 
Where is he? 


Charles and Aram just look upwards. 


JULIA 
How is he? 


They shake their heads. Julia heads over to a site 
elevator. 


EXT. SITE ELEVATOR AT TOP - DAY 114 
Julia arrives at the top, looks out. 
WHAT SHE SEES: 


Serge sitting despondently on the emerging Megalon girder 
structure. Julia walks along the unfinished structure. He 
senses her there, looking at him, but doesn’t turn. 


SERGE 
It’s all my own fault. How could 
I blame anybody else? 


JULIA 
Lighten up, Chief. 


SERGE 
No, I didn’t murder my wife, but 
my moods, my mania, my 
indiscretions drove her to try to 
kill herself... 


JULIA 
Look at it this way: your 
appetites are part of the creative 
fire. 

(MORE) 


(CONT TNIIED \ 


136. 
114 CONTINUED : 114 
JULIA (cont'd) 
You are the incarnation of 
creativity and that uses the same 
stuff as hedonism. 


SERGE 
Your theory? 


JULIA 
I just made it up. 


He has turned to stare at her. He points to the site below. 


SERGE 
What could be worse than seeing an 
ersatz Cityworld go up here 
instead of Megalopolis? See the 
drama never fulfilled? All 
because of my own base instincts? 


JULIA 
You’re avoiding the issue, Serge. 
Tell me. 

SERGE 


I’ve lost my power over time. I 
can’t control it anymore. 


JULIA 
All creative artists have the gift 
of controlling time, you told me 
that. You can’t lose it. 


SERGE 
I have lost it. Look. 
(to the sky) 
Stop! 


The clouds keep rushing by. Serge turns away from her. 


JULIA 
Serge? 
CLOSE ON JULIA 
Clouds raging behind her. 
JULIA 


Stop it for me. 


SERGE 
What? 


(CONT TNUED } 


114 


CONTINUED : 114 


JULIA 
Stop time for me. 


He turns toward her. 
WHAT HE SEES: 


Julia standing, wind-beaten, the incarnation of a good 
goddess. 


JULIA 
Stop time for me. For me! 


Serge stares wide-eyed, his stature visibly growing, then he 
grabs her arm with one hand, points the other upward, where 
the clouds now scud in a racing stream, boiling. 


SERGE 
Stop! 


The clouds STOP. Julia peers down, sees everything on the 
site FROZEN. In the distance, traffic FROZEN. 


CLOSE ON JULIA 
Enchantingly beautiful. 


JULIA 
You see? You’re everything you 
always were, everything you’ll 
always be. 


SERGE 
I wouldn't mind, being frozen in 
time as long as I could see you, 
look into your eyes for all 
eternity. 


JULIA 
You're describing heaven. 


Slowly he leans to her, and they kiss for the first time. 
MUSIC UP. 


SERGE 
One thing I regret, is that I’ve 
come between you and your father. 


JULIA 


I regret it too, but he forced me 
to choose. 


(CONTTNIED } 


137. 


114 


CONTINUED : 


114 


SERGE 
That’s the measure of his love, 
Julia. Nothing but the best for 
you could have satisfied him. 
Instead, you picked a notorious... 
well, for what it’s worth, I agree 
with your father. I don’t approve 
of your choice either. That’s why 


I’m waiting for you to come to 


your senses, dearest Julia. 


JULIA 
Serge, that will never happen. 
I’ve forever lost my senses, I 
have a bad case of runaway heart -- 
No, what I pray for is that one 
day my Daddy will see that he’s 
wrong about you. You, are the 
best man I’ve ever met. Ina 
different way, so is Dad. Which 
means that somehow I have to make 
him see what I see in you. Make 
you see what I see in him. 


SERGE 
I see a posturing political animal 
with delusions of grandeur and an 
outmoded philosophy. 


JULIA 
A lot of that’s true. But you’re 
not giving him his full measure. 
Under the posing and the 
vaingloriousness is a decent, 
scrupulously honest idealist who 
has never compromised his beliefs, 
his honor. 


SERGE 
I concede it. 


JULIA 
Then there’s hope. I’11 think of 
a place you two can meet. 


Suddenly alive, Serge moves into another compartment of his 


personality. 


SERGE 
I’m so excited -- I want to 
institute a new holiday. 
(MORE ) 


(CONTTNITED } 


138. 


114 


115 


CONTINUED: 


114 
SERGE (cont'd) 
For everything to stop and 
celebrate the progress of 
Megalopolis. Actually it’s a very 
old one -- we’ll call it 
Saturnalia. 


JULIA 
The winter solstice. 


SERGE 
Yes, Saturnalia. City wide. 
Times Square redecorated, an 
effigy of Kronos in Herald Square, 
the whole of Central Park filled 
with marquees and entertainment 
shells, a great costume ball in 
the Metropolitan Museum of Art -- 
All the people of the city will go 
among each other and celebrate the 
lengthening of the days, the 
coming of spring. 


The images are in his head, not hers. 


JULIA 
It sounds marvelous. But don’t 
you want to focus on Megalopolis -- 
(sarcastically) 
I mean you’ve already got a lot 
cut out for yourself. 


DISSOLVE TO: 


INT. GREAT MODEL OF THE CITY - DAY 115 


Frank and Serge walk together along the hanging catwalks 
over the great model of the city. 


MEDIUM VIEW - MOVING TWO SHOT 


Walking, speaking quietly, trying to work out some sort of 


agreement. 


They are tailed by Rebecca and Julia. 


FRANK 
I can forbid it. 


SERGE 
You can’t, Mr. Mayor. All the 
festivities will take place in my 
purlieu, the parks and squares of 
the city. 


(CONTTNURD 1} 


139. 


115 


CONTINUED : 


115 


FRANK 
The Metropolitan Museum of Art may 
intrude into a park, sir, but it 
is not in your purlieu! 


SERGE 
Eugene Hamilton chairs its board, 
and my mother also is a member of 
the board, which intends to hold a 
costume ball by invitation only, 
proceeds to the museum. 


FRANK 
Saturnalia, for heaven’s sake! A 
pagan festival revived in our new 
millennium -- it’s an offense to 
Christians of all denominations! 
Muslims too, I’1l warrant. 


SERGE 
The Church in desperation turned 
it into a feast day of the Virgin 
Mary, called it Christmas, and 
thus finally managed to snuff it 
out. 


FRANK 
By New Year’s, Catiline, you won’t 
have the power to throw any pagan 
festivals. The Director of the 
Design Authority will be appointed 
by me and my colleagues, and 
you’ll be rotting in a cell ina 
maximum security prison. 
Preferably located near Buffalo. 
By all means proclaim your 
Saturnalia! But the moment you’re 
convicted, I will announce its 
cancellation on the grounds that 
it offends Christian and Islamic 
morality. People can visit Times 
Square, that’s a city tradition. 


SERGE 
I will go ahead and proclaim it, 
have no doubt on that. 


Serge walks to the exit. 


Wait. 


(CONTTNITED \ 


140. 


115 


CONTINUED : 115 


THE VIEW MOVES CLOSER 
Serge turns back, brows raised. 


SERGE 
Yes? 


We see that Frank is trembling. 


FRANK 
My daughter. Do me one favor, and 
I won’t oppose Saturnalia. She’s 
such a little fish, Catiline, and 
the ocean’s full of fish. Throw 
her back, let her swim away! 
Please! 


SERGE 
Do you think I wouldn’t if I 
could, Frank? But a fish isn’t 
the right metaphor for Julia. 
She’s a bird and she flies free, 
following her own path. I've 
tossed her into the sky a dozen 
times, but she always comes back 
to me. I find no joy in that, yet 
it’s the greatest joy of my life. 
And if it’s any comfort, Julia is 
sacred. I’m powerless to harm 


her. 
FRANK 
You’ve ruined her already! 
SERGE 
No. 
{seriously) 


But if you’re not careful, Frank, 
it’s you who’ll ruin her. All it 
takes is one projectile to the 
heart to bring down a bird. She 
idolizes you for your honesty, 
your integrity. But I’ve watched 
you change since you’ve sat behind 
this desk. It’s a hard row for an 
honest man to hoe, isn’t it. And 
aren’t you tempted, Frank? If you 
love her as much as you think you 
do, remain the man she believes 
you are. 


He leaves. Rebecca and Julia follow, leaving Frank alone. 


(CONTTNITED 3 


141. 


115 


116 


117 


118 


CONTINUED : 115 


FRANK 
(whispers ) 
It’s already too late. 
He leans against the railing and weeps. 


DISSOLVE TO: 


INT. CITY HALL - DAY 116 
MONTAGE OF SECURITY CAMERA RECOLLECTIONS: 


Tim and Tom Boni, brought by Nush Berman. Davy Cato signs a 
document. 


INSERT - THE DEAL 
Giving the BONI BUDGET BANK the monopoly of city business, 


with Cato a traitor to Hamilton in order to gain power for 
himself. 


EXT. MEGALOPOLIS SITE - DAY 117 
VIEW ON MEGALOPOLIS PROGRESS 


Growing out of the existing city. 


EXT. GRANT’S TOMB ~— DAY 118 
MOVING VIEW 


Frank and the two Boni twins. 


FRANK 

Megalopolis, damn it to hell, it 
will be completed. Become one of 
the wonders of the modern world -- 
if Gaudi and the rest of those 
poseurs, why not? 

(turning) 
I’ve decided, Mr. Boni, to accept 
the Concord foundation’s offer on 
that midtown block for our city’s 
casino. 


The Boni twins break into smiles. 


TIM BONI 
Splendid, Mr. Mayor, splendid. 


(CONTTNIUED \ 


142. 


118 CONTINUED : 


118 


Shaking him warmly by the hand, a gesture repeated by Tom. 


FRANK 
Naturally, the project will 
require underwriters. 


TOM BONI 
There can be no doubt that if the 
bond issue were to be in the 
entire care of the Boni Budget 
bank, underwriting would be 
greatly facilitated. 


TIM BONI 
Hamilton National would be 
difficuit for us to work with. 


FRANK 
Not the Cityworld design, 
something different, better. An 
arcade and mall in classical 
Corinthian style, with the casino 
itself centered in a gardened 
temple precinct like Jupitor 
Optimus Maximus on the Capitol of 
Rome. Marble facades and pillars - 
~- the Concord Casino Complex. 
What better perpetuation of the 
Foundation than to put its name 
upon such a magnificent 
undertaking? 


TOM BONT 
Perfect, perfect. 


‘VIEW ON TIM BONT 


Steeples his fingers, lifts an eyebrow like a hairy 


caterpillar. 


TIM BONI 
There remains the question of 
endowing the Concord Foundation 
with an income in perpetuity. 


Frank’s shoulders sag. 


FRANK 
That’s implicit in my asking for 


the land, Tim. It shall be as you 


wish, but strictly entre nous. 


(CCONTTNITED ) 


143. 


118 


119 


120 


CONTINUED : 


118 


TOM BONI 
Naturally. 


TIM BONT 
The details do not need to be 
worked out until the moment comes. 
for calling management tenders. 


FRANK 
That’s understood. Some time ago 
I spoke to Davy Cato, who 
indicated that he might be 
transferring to the Boni Budget as 
CEO and Chairman -- is that, uh -- 


TOM BONI 
Definitely in the pipeline, Frank, 
but not yet a done deal. It 
depends on whether or not Boni 
Budget could obtain the city’s 
business as a monopoly. You might 
say that this decision rests on 
your own administration’s 
decision. 


INT. ST. PATRICK'S CATHEDRAL — EVENING 119 


CLOSE UP IN THE CONFESSIONAL 


FRANK 
Dear Lord, dear, sweet Jesus, 
never let her find out. Please, I 
beg! Mass and communion every 
morning of my life, if you keep my 
Julia from finding out that I am 
not what she believes. And 
confession every afternoon. I’11l 
be shriven of my sins. I do moat 
sincerely repent, I have the 
comfort of knowing that, in 
sinning, I have saved my city from 
the ignominy of default. 


EXT. ST. PATRICK'S CATHEDRAL - EVENING 120 


(CONTTNIUED } 


144. 


120 


121 


122 


123 


CONTINUED : 120 


LONG SHOT 


Frank steps out of the Cathedral, his bodyguards join him, 
escort him to his waiting car, preceded by unmarked police 
cars. 


CUT TO: 


INT. BEDROOM - NIGHT 121 
DREAM MONTAGE - FRANK’S DREAM 


He stands upright in his bed, the chill wind blows in the 
hooting of the owl and cause him to shiver. He pulls the 
sheets up around his shoulders, and looks out toward silver 
pastures looking at the wonderful moon. 


EXT. SKY -— NIGHT 122 
FRANK’S POV: 


The hand forms out of clouds and engulfs his moon. 


INT. BEDROOM - NIGHT 123 


He wakes up. Terry has started to take on the tones of a 
martyr. 


TERRY 
You are going to consult Ablo in 
the Brooklyn tunnels, and that’s 
that. 


FRANK 
(whispered) 
Go back to sleep. Just go back to 
sleep. I am still my own man. 


ORACLE’S VOICE 
Liar, Frank Cicero, liar! The 
Boni twins have bought you as a 
present for Nush Berman and Meade 
Milo. 


FADE OUT: 


FADE IN: 


145. 


124 


125 


INT. CLUB CLAUDE - DAY 124 


The foyer is now a waiting room with a dozen comfortable 
chairs, filled with immigrants of all origins. 


Anton Smith opens the Club Claude door like a dental nurse. 


ANTON 
Mr. Singh? 


INT. CLAUDE’S OFFICE - DAY 125 


The Sikh is ushered into Claude’s presence, to a big leather 
chair in front of Claude’s imposing desk and offered an 
expensive cigar. 


CLAUDE 
You must bury your differences 
with those other peoples who at 
home in your own lands are 
traditional enemies. Here, in 
America, in New York City, they 
Cannot be your enemies! They must 
become your allies, you and they 
must think like one people -- the 
immigrants. My aunt is the 
governor of this state, my uncle 
is richer and more powerful than a 
thousand maharajahs, my family’s 
connections in this nation’s 
capital are legion. I can help 
the Sikhs attain their objectives — 
- easier credit lines for business 
loans, better and cheaper housing, 
the finest medical treatment and 
facilities, safe and excellent 
schools, a life free of 
persecution, racial and religious 
wars and profound unrest. But I 
cannot help you achieve these 
things without a joining of all 
the immigrant peoples under one 
banner. Mine. 


Mr Singh, who does not smoke cigars, puts his head down and 
rises to bow. 


CLAUDE 


Economic clout is a consequence of 
political clout. 


(CONTTNITED ) 


146. 


125 


CONTINUED : 125 


MR. SINGH 
Sahib Claude, what you say is 
common sense. We will cooperate 
with all our hearts. 


Claude puts his arm around the massive Sikh’s shoulder and 
escorts him to the door, opens it. 


CLAUDE 
Thank you, Mr. Singh. How’s the 
spice store going? 


MR. SINGH 
Very well, Sahib Claude, very 
well. 


He leaves, Claude shuts the door. 


ANTON 
Another one? 


CLAUDE 
In a minute. I’m on a coffee 
break. 


He makes himself an espresso. 


CLAUDE 
It’s going like a dream. Tarik, I 
have a job for you. 


TARIK 
Sure, anything. 


Claude pulls two small packets out of a safe. 


CLAUDE 
A gift for Mullah Ahmed, and for 
Papa Boneme, the Haitian. Take my 
car and run them to the Bronx, 
would you. 


Delighted, Tarik takes the keys and the two packets (no 
doubt of cash) and bounds out of the room thrilled to drive 
the expensive car. 


ANTON 
What did you do that for? 


(CONTTNUED } 


147. 


125 


CONTINUED : 


125 


CLAUDE 
Because my next client is one I’ve 
been angling for since I realized 
just how many Egyptians there are 
around Astoria, and I don’t want 
Tarik to know that I‘m building a 
secret regime of Egyptian hoods. 
So you don’t say a word, okay? 


ANTON 
I‘m dumb. 


CLAUDE 
That’s true. Bring in Mr. 
Mohammed Aziz, junior partner. 


MOHAMMED AZIZ is ideal for Claude’s purpose. As feral as he 


is handsome, as ruthless as he is passionate, he burns to 


make his mark, if possible with Egyptians, but if that’s not 


possible, for himself alone. 


CLAUDE 
I will need a cadre of thirty men 
to accompany me and Colonel Smith 
here, on my roads. And I’ve 
decided that the cadre should be 
Wahbey Muslims, because you are 
such fierce street warriors. 


AZIZ 
The Haitians won’t like that. 


CLAUDE 
The Haitians won't know. Not all 
the immigrant leaders quite trust 
me, Aziz, which is such a pity! 
They seem to prefer an old man 
named Nush Berman and his Negro 
compadre, Meade Milo. 


AZIZ 
I understand completely, Ya 
Sayyed. 

CLAUDE 


Can you ride a Harley Davidson? 


AZIZ 
I wish. 


(CONT TNURED } 


148. 


125 


126 


CONTINUED : 125 


CLAUDE 

Then your wish will come true, 
Major Aziz. Purple Harleys, 
purple leather jackets. Purple... 

(dreamily) 
Is the prerogative of royalty. 
And of course, big purple helmets. 
The kind you can’t see a face 
through. Not all of Ya Sayyed’s 
outings can be -- ah -- public. 


ANTON 
(eagerly) 
With a death's head on the 
jackets! 


CLAUDE 
Absolutely not, Anton. Our color 
will proclaim us a cadre, but we 
ride unmarked. 


EXT. NUSH BERMAN’S BREEZEWAY - DAY 126 


Nush and Meade sit in the cool, airy breezeway Nush had 
built onto his prosperous but not ostentatious house, its 
walls black-tinted insect screening which permit the full 
glory of the view across Jamaica Bay. In the far distance, 
the winking lights of aircraft rising higher or sinking 
lower, the red flash of beacons, the faint thunder of jet 
engines. 


NUSH 
It’s worked out just great. We 
get the casino building contracts, 
later on we get the casino. Did 
the Mayor send his ferrets to rat 
through the Concord Foundation 
records? 


MEADE 
Very industrious ferrets too, but 
the burrows were empty. Not even 
a whiff of prey. 
(pause) 
How does the appointment of Davy 
Cato affect us? 


NUSH 
It won’t. Yeah, Tim and Tom are 
stepping down from joint CEOs and 
joint chairmen, but they’ve uh... 
(MORE ) 


(CONT TNUED \ 


149. 


126 


CONTINUED : 


126 
NUSH (cont'd) 
gotta get the lingo right... 
reserved the right to administer 
certain accounts and activities 
personally. One big, happy 
family. 


MEADE 
Indeed. 


NUSH 
Something on your mind, Meade? 


MEADE 
You remember old man Hamilton’s 
other nephew, Claude? 


NUSH 
Yeah, from the model room and the 
wedding. Rhyming, yet! He was 
nastier at the wedding. 


MEADE 
It was Claude Hamilton took that 
video of Serge Catiline with the 
girl. 


NUSH 
(sits up straight) 
No! 


MEADE 
Yes, I heard it from Foster, who 
pumped old man Hamilton‘s new wife 
over lunch. Well, why else would 
Foster bother? 


NUSH 
You mean Gene Hamilton knows. And 
okays it? 

MEADE 


No, It’s Wow Hamilton’s private 


theory. She’d love to see the guy 


in jail. And according to her, 
Claude wants the guy in jail too. 
His own first cousin. Makes what 
we do look purer than the driven 
snow, huh? 


NUSH 


Then there’s more to kid Claude 
than meets the eye. 


(CONTTNIUEN } 


150. 


126 


CONTINUED : 


126 


MEADE 
That’s my point, Nush. Until 


‘recently I had him down as a 


fruitcake plain and simple, but 
now I’ve changed my mind. Claude 
is very, very dangerous. 


NUSH 
Because of what Foster told you. 


MEADE 
No, that was just confirmation. 
Claude Hamilton is taking control 
of the city’s foreigners. The 


immigrants. 
NUSH 
(stammering) 
But he - he’s a-- kid! Oh sure, a 
nasty one, but -- no, I don’t 


believe it. I can’t believe it. 


MEADE 
The nasty kid is a bomb going off 
in our faces, Nush. I tell you, 
he’s wooing the immigrant vote 
wholesale! He lends them money, 
he speaks their languages, he 
doles out sympathy and cigars. 
He’s sure sold himself to them -- 
they worship him like a god. 


NUSH 
What do you mean, Meade, he talks 
their lingos? 


MEADE 
He’s some kind of weird genius, he 
can talk everything. Also, he’s 
gotten himself adopted as a son by 
your friend Papa Boneme of the 
Haitians. You’ve lost them. 


NUSH 
A Hamilton playing kissy-face with 
Haitians? 

MEADE 


And Jamaicans, Turks, Hispanics, 
Pakistanis, Kurds... 


Nush Berman clutches his chest. 


(CONTTNUED } 


151. 


152. 
126 CONTINUED : 126 


NUSH 
Meade! My medicine. 


Meade ministers to Nush tenderly, waiting until the grey 
skin turns pink again. 


NUSH 
Is Claude Hamilton totally nuts? 


MEADE 
Not certifiable, you can bet on 
that. He is one brilliant 
operator, Nush -- brilliant! He’s 
stealing over votes by the tens of 
thousands, and if it continues, 
we'll never get Frank Cicero back 
as mayor. 


NUSH 
We've gotta, Meade! Otherwise we 
lose the casino. 


MEADE 
Indeed. 


Nush struggles to his feet. 


NUSH 
I think we’d better arrange a meet 
with Mr. Claude Hamilton and see 
how good he speaks Yiddish. 


MEADE 
I‘l1l set it up, but where? 

NUSH 
In Brooklyn. In the old Tammany 
Temple. 

MEADE 


Oh, excellent. Very quiet after 
dark. No one to hear the 
gunshots. 


Meade takes Nush’s hand. 
MEADE 
How about we take the pickup and 


try out those new night glasses at 
Baywater Point Park? 


{CONT TNUED } 


126 


127 


128 


CONTINUED : 126 


NUSH 
Great! 
(then he signed, 
drooped) 
A rich kid, already! Just when I 
was thinking our troubles were 


over. 

MEADE 
Our troubles are over. That’s a 
promise. 


Meade helps Nush into a jacket, and fits a cap on his head. 


INT. GRACIE MANSION LIVING ROOM - NIGHT 127 


Al Morgenthau stands behind Mayor Cicero, flipping pages of 
the municipal budget. 


FRANK 
Damn that Catiline, resisting the 
better interests of the city. We 
need things now! Not to dream 
about a world we'll never live to 
see. 


Rebecca Silver enters with a grave expression on her face, 
whispers to the Mayor. 


REBECCA 
Mr. Nush Berman would like a 
minute of your time. 


INT. BANQUET ROOM ~- NIGHT 128 


Large and empty. Nush understands that Frank didn’t want 
them in the private part of the residence. He deferentially 
takes a seat by an uncovered banquet table. Meade remains 
standing. 


NUSH 
Claude Hamilton is taking control 
of the foreigners. I know he’s a 
friend of your daughter so I 
wanted to come to you first -- 


FRANK 
What? 


(CONTTNITED } 


153. 


128 


129 


130 


CONTINUED : 128 


NUSH 
Just what I said. 


MEADE 
He's going around every ethnic 
party group from Haitian to 
Chinese to Greek, wooing their 
votes -- and he’s succeeding. 


FRANK 

He’s no friend of Julia’s, merely 
an acquaintance, a bad influence. 
But nothing to fear politically. 

(cautiously) 
Is she involved? Is that why 
you’re here? 

(pause) 
You know how to handle it, Nush -- 
talk to him, make a deal -- 
politics as usual, I don’t need to 
know. 


NUSH 
Okay. Just wanted to check with 
you first because... You know... 
Julia. 


He smiles like a Grandpa to Frank -- it is chilling. 


EXT. TAMMANY EXCHANGE - DAY 129 


A convoy of Cadillacs, Lincolns, luxury Jeeps and limos 
arrive at the old exchange building, a crumbling, round 
stone structure that looks like the Pantheon. Meade Milo's 
limo is already there, parked; the area appears deserted. 


Nush gets out of his Cadillac as several old party machine 
bosses also disembark, along with their bodyguards. 


INT. TAMMANY EXCHANGE - DAY 130 


The building is abandoned. Light filters through the big 
round hole in the center of the dome high above. There is 
rubble on the stone floor, dead leaves. It is utterly 
Silent. Nush is frowning, edgy, annoyed. 


NUSH 
Where is he? 


(CONTTNITED \ 


154. 


130 


131 


132 


133 


CONTINUED : 130 


Suddenly, there is a huge NOISE: the bolt on the bronze 
doors being shot. Someone laughs insanely from upwards. 


‘The men on the floor stare up to the dome and its open 


center. 
VIEW UP TO THE DOME 


A ring of men in silhouette peer down. Claude and his 
cohorts. Then the dome starts to cave in, great chunks of 
concrete scream down on the old party bosses. 


NEW VIEW 


Meade pulls his gun, runs to the locked door. The old 
bosses scattering, to find no shelter from the great pieces 
of stone, brick and mortar crashing down on them. Meade 
looks up. 


WHAT HE SEES: 


Claude and his immigrants wielding sledgehammers, breaking 
the dome apart. 


Meade scrambles to a wall, where he huddles as the air rains 
missiles. He tries to get a shot at Claude, but the masonry 
stops falling, and slowly amid clinks and clunks, the air 
full of dust, the noise stops. Meade fights his way through 
a collapsed wall as the sound of many Harley Davidsons 
thunder away down the deserted street. 


EXT. STREET - NIGHT 131 
Newspaper abandoned on pavement, the headline: “LABOR 
BOSSES CRUSHED TO DEATH IN COLLAPSED BUILDING." Some boots 
walk on it, a hand reaches down, picks it up to read. We 


HEAR the insane laugh and REVEAL a delighted Claude. 


DISSOLVE TO: 


EXT. CITY HALL — DAY 132 


Julia hops out of a squad car, and runs into City Hall. 


INT. CITY HALL RECEPTION AREA - DAY 133 


Julia breezes through, face alight, a piece of paper in one 
hand. Everybody greets her affectionately, and she blows 
them kisses as she goes into her father's office. 


155. 


134 


INT. MAYOR'S OFFICE ~— DAY 134 


He is alone, working at his desk stacked with piles of 
paper. When he sees her, his eyes light up; she stands 
before him, hopping excitedly from one foot to the other. 


JULIA 
Dad! Look, I have proof! 


Frank moves to her, kissing her affectionately. She looks 
so wonderful his day has improved. 


FRANK 
What is it, Julia? 


JULIA 
Proof that little Vesta 
Sweetwater's actually 27 years 
old! 


Frank's face changes dramatically. 


FRANK 
(pause ) 
Sit down, Julia. 


JULIA 
I figured it out, I researched it, 
and I discovered the evidence. 
You said I had no future as a 
detective, but you were actually 
wrong. You can't call Serge a 
pervert or child rapist, he isn't. 


FRANK 
Stop hopping and sit down. 


She does. He manages a smile. 


JULIA 

(calmly ) 
The older sister wasn’t who died, 
the younger sister died. Vesta is 
really Anne Marie; her mother 
switched their identities so she’d 
get younger parts. Look, here 
they both are in The Sound of 
Music. 


She spreads the playbill for him. Frank doesn’t look. 


(CONTTNIUED 1 


156. 


134 


CONTINUED : 134 


FRANK 
It makes me very happy that you 
came to me ahead of Catiline. A 
father matters, huh? 


JULIA 
Always Daddy, always. 
FRANK 
Exactly who else knows? 
JULIA 
No one, yet. Except Vesta and her 
Mom. 
FRANK 


You're in a spot, I must say. 
Exonerate your boss and you ruin 
the career of a wonderful symbol 
to half this entire country. 


JULIA 
Oh, come on, Dad! Vesta's a 
fraud. Serge is innocent. 


FRANK 
(unable to restrain 
himself) 
Catiline is the guiltiest man 
unhanged. The enemy of tradition, 
of the old ways, of decent people. 


JULIA 
But this is the real birth 
certificate. It exonerates him! 


He snatches it and tears it up. Julia, aghast, backs up and 
stares. 


JULIA 
I can get another one. 


FRANK 
Don't. 


He is asking her to choose between them. She leaves without 
a word. He calls after her. 


FRANK 
Julia? Julia! 


(CONTTNURD \ 


157. 


134 


135 


136 


CONTINUED : 134 


VIEW OUTSIDE THE MAYOR'S OFFICE 


She stands outside, tears streaming down her face. 


JULIA 
Oh, Daddy. 


FADE OUT: 


FADE IN: 


EXT. CITY - MORNING 135 
MUSIC UP. Winter. A light snow is beginning to fall. 


WIDE VIEWS -- the great towers of glass and steel; the 
financial institutes, the palaces of power and influence. 


~The city is turning into ICE. 


EXT. BERMAN SQUARE - DAY 136 


The sky is grey, the wind chill. Dead leaves swirl and 
eddy. A bronze statue of Nush Berman has just been unveiled 
by Mayor Cicero to APPLAUSE. Birds are already shitting on 
it. 


Meade and his wife, Foster, are there; Meade is deeply moved 
by the honor afforded his mentor by the city. Claude is 
also present, with Anton, Josaphat Boneme, and Mohammed 
Aziz. Those who killed Nush. 


As the assemblage, including the press, depart, Frank moves 
to Meade, Nush's heir. 


FRANK 
My heart goes out to you, Meade. 
I know what Nush meant to you -- a 
father. 
(nodding respectfully) 
Mrs. Milo. 


MEADE 
Thank you, Mayor Cicero. 


The two of them are beginning to get along well together. 
FRANK 
Please, call me Frank. A terrible 


accident -- terrible! 
(MORE) 


(CONTTNUED } 


158. 


136 


CONTINUED : 136 
FRANK (cont'd) 
That building had been condemned 
forever, it should've already come 
down. 


MEADE 
(eyeing Claude) 
I don‘t disagree. 


FRANK 
I want to work with you, Meade. 
Together we can make our city a 
better, safer place. 


Incensed at the Mayor talking intimately to Meade, Claude 
begins to circle around them, trying to hear. Frank 
whispers to Meade: 


FRANK 
The time has come to clean up the 
boroughs -- dead men on snow 


removal payrolls, parking ticket 
fixes, the kickbacks -- padded 
contracts -- 


Suddenly, Claude yells and jumps onto the Nush statue 
plinth. 


CLAUDE 
Why are you talking to that has- 
been? I'm the boss of bosses! 


Meade is enraged, but has only a couple of bodyguards. 
Claude has his thirty bully boys with him. 


CLAUDE 
You've got a year to run, Cicero, 
then I'm in the catbird seat 
because I've got the voters to 
call the tune at City Hall. 
(pointing to himself) 
I, Claude Hamilton Boneme. 


Those not belonging to Claude back away as from a maniac. 
TRUCKING SHOT 
Frank can't believe this display. 


FRANK 
My God. 


(CONTTNUED ) 


159. 


136 


137 


138 


CONTINUED : 


MEADE 
(grimly) 
You're looking at the rising sun. 
No star, our Claude. No moon. 
The sun. He's got the immigrants 
pissing in each other's pockets 
and the goods on everyone. 


Troubled, Frank gets into his car, and is driven away. 
CLOSE ON MEADE 

Glaring at Claude. 

EXT. ABANDONED BROOKLYN SUBWAY STATION - NIGHT 
Several squad cars are there, along with the Mayor’s 


towncar. Some police bodyguards waiting. 


INT. ABANDONED SUBWAY TUNNEL - NIGHT 


MUSIC UP. MOVING VIEW as city security officers move in 


160. 
136 


137 


138 


front of Frank and Terry Cicero. There are some security 


lights glowing. 


FRANK 
I feel like an idiot. In a subway 
cave? This is unreal. 


TERRY 
All my friends swear by Ablo. 
She's a mystic psychic. 


FRANK 
Well, in ancient times I'd have 
gone to an oracle. Imagine 
consulting the Pythoness at 
Delphi! Maybe Ablo is the modern 
Pythoness. 


TERRY 
Frank! Ablo's not a snake! 


FRANK 
Forget it, Terry. 


They arrive at a niche in the tunnel wall, so dim Frank can 


see nothing inside it. 


(CONTTNIIED } 


138 


CONTINUED : 138 


TERRY 
Kneel. 


The VOICE when it comes is disembodied. 


ABLO (0.S.)} 
A malign influence is swallowing 
your world. Your entitlements. 


FRANK 
Is the malign influence from one 
of the very old families? 


He strains to hear the very faint voice of Ablo, whom we 
cannot see. The oracle cave of his nightmare. 


ABLO (0.S.) 
Yes. 
(faintly) 
Claude. 
FRANK 


(mishearing, to Terry) 
Catiline, I told you. 


ABLO (0.S.) 
I see a great man, first among 
equals. 
FRANK 


Me? Is it me? 


ABLO (0.S.) 
You will know the answer when 
Saturn eats his children. 


FRANK 
The New Year? 


ABLO (0.S.) 
When Saturn eats time. 


TERRY 
(whispered) 
What does that mean? 
Frank is shocked and excited by the prophecy. 


FRANK 
First among equals. Me? 


161. 


139 


140 


141 


142 


143 


162. 


EXT. STREETS - NIGHT 139 
The black Citroen goes to that neighborhood. It stops. 
Serge gets out, and buys the flowers. Then returns to the 
Citroen. 


A DISTANCE AWAY: 


Another car. Inside are Balin and Julia, tailing them. The 


Citroen drives off and they follow stealthily. 


EXT. LOFT BLDG. - NIGHT 140 
Serge enters with the flowers, goes up the steps. A moment 
elapses and we SEE Julia follow. 

INT. CITROEN - NIGHT 141 
Fundi makes himself comfortable in the Citroen, watching TV, 
settling in for the night. 

EXT. LOFT BLDG. ~ NIGHT 142 


There’s a black cat whose spot is by the door. It looks 
into Julia’s eyes. 


JULIA 
Easy, Kitty. 
She slips into the bldg. 
INT. LOFT BLDG. ~— NIGHT 143 


Serge moving down the hallway; a man guards a door. He 
rises and steps aside. Serge takes a key out of his pocket, 
opens it and lets himself in. The door closes, the guard 
waits standing. 


PAN TO JULIA 
Watching. 
JULIA 
(whispers) 
Holy shit. 


She quietly backs up. 


144 


145 


EXT. LOFT BLDG. -— NIGHT 144 


A HAND reaches out, picks up the cat, and brings it inside. 
VIEW ON THE GUARD 
The cat walks by. 


GUARD 
How’d you get in here. 


He carries it out -- Julia stealthily moves to the door, 
picks the lock and steps in silently. 


INT. ROOM - NIGHT 145 


VIEW ON SERGE 
Steps out of the shadows and beholds: 
MOVING VIEW 


The floor with some scenic paint, brushes, tools, stage 


flats into a perfect room. A WOMAN is sleeping, in a coma -- 


dressed in beautiful clothes that Serge has designed. Her 
eyes are closed. 


She has good shoes, her nails are perfect. She is sitting 
in a chair with a beverage next to her. He approaches her. 


The people who attend her back away as Serge approaches -- 
doing their last minute touch up. They remove the plastic 
tubes to her nose. She is in a coma. 


VIEW ON THE WOMAN 


Beautiful in her perpetual sleep. Her eyes are closed; his 
hands reach out for the lovely hair, and he begins to braid 
it. 


SERGE 
I learned to braid hair when I was 
littie. It was my way of being 
close to those little girls that I 
admired. 


CLOSE ON THE BLOND BRAIDS 


His fingers are nimble, expert at the task. 


(CONT TNUED 3 


163. 


145 


146 


147 


148 


CONTINUED : 145 


SERGE 
-». those girls, beautiful like 
‘you. If you never die, Lily, you 
can never be reborn. 


VIEW ON JULIA 
JULIA 

Oh, my God -- you’ve brought her 

to life. You’re an artist -- 

you’re a creator -- 
She is so moved, she covers her face, and runs away. Serge 
turns, horrified to see her there. 
EXT. STREET - NIGHT 146 
FULL SHOT 
Julia hurries back to the car where Balin is waiting. 


FADE OUT: 


FADE IN: 


EXT. CITY -—- MORNING 147 
MUSIC UP. Winter. A light snow is beginning to fall. 


WIDE VIEWS -- the great towers of glass and steel; the 
financial institutes, the palaces of power and influence. 
The city is turning into ICE. 


EXT. MEGALOPOLIS SITE — MORNING 148 


The beautiful emerging structures covered in sriow. Frost 
and white powder everywhere. Serge Catiline walks 
despondently, making his morning tour, striding along his 
customary route. He stops, looks up. 


WHAT HE SEES: 

Wow is waiting, her Rolls nearby, exhaust producing white 
vapor. She's standing in the cold with nothing over her 
shoulders. She waits patiently, smoking a cigarette. She 
obviously has been waiting for him. 


wow 
Serge. 


(CONTTNUED 


164. 


148 


149 


CONTINUED : 148 


SERGE 
Where's your coat? You'll freeze. 
Here. 


He moves to her, taking off his coat, puts it over her 
shoulders. 


WOW 
That's why I waited with no coat. 
I knew you'd give me yours. And 
it would be warm. 
(snuggling in it) 
It smells of you, sandalwood and 
citrus, sweet, male memories. 


She looks at him, clearly offering herself. Serge holds 
her. Wow looks up into his eyes. 


WOW (CONT'D) 
Can't you see, I've lost to you, I 
love you Serge, I've done what 
I've done only because I love you, 
and couldn't find any way to win 
you. I love you as an artist, I 
worship you as a genius, I want 
you as a man. 


VIEW INTO HER EYES, tears, passion for Serge. 
WOW (CONT'D) 
Take me, Serge, take my love, take 
everything. I've done it for you. 


Serge takes his arms from her. Looks directly into her 
eyes, shakes his head sadly. 


SERGE 
Wow. 


Then he walks past her without a word, leaving the coat with 
her. She lets it drop down into the snow, and weeping gets 
into her Rolls, which drives over it. 


INT. CLOUD TOWER ~— MORNING 149 


Serge stands looking at Julia. They don’t speak for a 
while. The phone RINGS, but he doesn’t answer it. 


JULIA 


I understand now -- you keep all 
the parts of your life separate. 


(CONT TNUED ) 


165 eo 


149 


150 


CONTINUED : 149 


SERGE 
No one must know. I can’t help 
‘it. 
He turns and answers the phone. 
SERGE 
(on phone) 
Yes. No, the television is not 
turned on. Why? All right. 


He moves to the television set and turns it on; Julia steps 
forward; their eyes widen at what they see. 


SERGE 
When did this happen? 


They turn, and move toward the great triangular windows. 
They see huge clouds of SMOKE surrounding the tower. 
EXT. TWIN TOWERS WRECKAGE - DAY 150 


A platform lowered by a crane down the face of the twisted 
remnants of the Twin Towers. 


MONTAGE: AFTERMATH OF THE DEVASTATION 

Police and National Guard patrol the city; firehouses are 
laden with flowers. Journalists from all over the world are 
covering this historic event. 


FADE OUT. 


166. 


151 


152 


153 


154 


155 


167. 


FADE IN: 


TIME FORWARD MONTAGE: SIX YEARS FLY AWAY 


EXT. MEGALOPOLIS - DAY 151 


Time study sequence, they have been photographing the 
progress of Megalopolis as a time-exposure, taking a few 
frames each day, with “slates” showing the advancing dates. 


Megalopolis has emerged miraculously; it will be done in a 
few years, in time for the 2012 World’s Olympic Fair. We 
get a sense of it as a real place. We follow Serge working, 
bringing it to its next stages. It is exhilarating work. 


INT. MODEL DWELLING - DAY 152 


Julia and Serge walk through, the first citizens of a new 
kind of home -- it's a beautiful, highly customizable, 
imaginative use of space, with every convenience. Views, 
suites, apartments, villas, pavilions, gardens, thousands of 
them. 


INT. CITY HALL - DAY 153 


Some of Frank’s staff cut a cake, congratulating him on his 
years of service about to be ended. He has all but been 
swallowed up in a series of defending his long 
administration from corruption charges. He is in the last 
year of his extended term, and has held on tenaciously to 
his role as the city’s saviour, the first man. Only 
Catiline’s spectacular Megalopolis growing in front of 
everyone’s eyes tarnishes his place in history. 


EXT. THE CITY - NIGHT 154 


Beautiful at night. A million lit windows we can SEE into. 


EXT. MEGALOPOLIS SITE - NIGHT 155 
EXTREME FULL VIEW 
The progress of the City of Tomorrow is astounding. The new 


methods of construction combined with the magic of Megalon 
have produced structures previously inconceivable. 


(CONTTNIED \ 


155 


156 


CONTINUED : 155 


The city of the future is emerging, covered in scaffolding, 
veiled with dust curtains, but its radiance and desirability 
are showing through. 


FULL VIEW 


Julia and Serge walk apart, like a couple surveying their 
new dream house, only it is an entire city. Wandering among 
the unfinished streets and plazas of the dream city, covered 
in snow. 


MOVING VIEW ON SERGE as he looks over the new city, peeking 
down to the busy underpass below: 


WHAT HE SEES: the existing New York streets pass one level 
below. 


MOVING VIEW ON JULIA stepping on and off the moving 
sidewalks, like a little girl. She looks up: 


WHAT SHE SEES: the skyway connecting the futuristic 
buildings. 


JULIA 
It's more wonderful than I could 
have ever hoped for. 


Hundreds of feet up, a gigantic system of transparent 
spheres are suspended by a few threadlike strings of 
Megalon, masked by scaffolding. A group of familiar people 
have been summoned and are assembled on a platform inside 
this vast, empty space, some of them nervous at so much 
insubstantiality. 


INT. GREAT SATURN GLOBE STRUCTURE - NIGHT 156 


Serge stands there, wind whipping through the structure, the 
only one completely at ease. Through the transparent walls 
we SEE GREAT VIEWS of the city. Present are Mayor Cicero, 
Gene Hamilton and Wow, Davy Cato with Tim and Tom Boni, and 
Meade Milo, now the major political power in the city and in 
a life or death struggle with Claude and his legions of 
immigrants. 


GENE 
Well, having gotten us here Serge, 
say whatever it is you want to 
say. I don't like it up here. 


SERGE 
I want to say that I've had it up 
to here with all of you. 

(MORE ) 


(CONTTNUED ) 


168. 


156 


CONTINUED : 
SERGE (cont'd) 

The opposition, the rumors, the 
fair means or foul you've resorted 
to, trying to stop Megalopolis 
from going up, to crush me like 
some ignominious beetle. 

(walks around them) 
You're all little men. Even you, 
Uncle Gene. How do you like 
hanging by a string? Even you, 
cousin-by-marriage Wow. You're 
here with the men, I call you a 
man. You share the same values... 


MOVING VIEW ON WOW 


156 


Defiant, but frightened -- is he going to spill the beans 


about their old affair in front of her husband? 


SERGE 
--- vainglorious notions of your 
importance, greed, unscrupulous, a 
cold heart. 


MOVING VIEW ON FRANK 


SERGE 
I don't suffer nightmares, don't 
flinch and tremble at the sight of 
bankers, labor bosses... 


VIEW ON MEADE 


SERGE 
I don't profit from human misery, 
I don't count the corpses I 
bulldozed under landfill garbage, 
I don't buy my wife jewels made of 
tears and blood. 


MOVING VIEW ON DAVY CATO, THE BONI BROTHERS AT HIS SIDE 


SERGE 
I am at ease with my morality, I 
am not eaten by ambition. I don't 
use debt as the secret to profits. 
(walks past Gene) 

I don't want power over every man 
and woman and child on the face of 
the earth, I don't give a damn 
about the blueness of my blood, I 
don't need to advertise the size 
of my bank account -- or my prick. 


(CONTTNURED ) 


169. 


170. 
156 CONTINUED : 156 


MOVING VIEW ON GENE HAMILTON 


GENE 
(laughs) 
Pretty colorful, Serge -- but you 
should mind your mouth. 


SERGE 
Shut yours. 
({contemptuously) 


Banker. Debt~merchant. 


Wow 
Serge. 


MOVING VIEW ON WOW, galvanized by this different Serge. 


SERGE 
I haven't needed to sell my body, 
let alone my soul. I am not mired 
down in numbers, statistics, the 
most wretched and despicable 
elements of my sexuality. 


He steps back and looks at them all. 


SERGE 
You're here to witness the 
creative artist build a world. To 
understand the slenderness of the 
threads that prop you up, hold you 
together. For what is life, 
except mortality? What is time- 
except a finite series of moments? 
What is consciousness, except a 
sense of the soul inside? 


Charles Eddington emerges from the elevator. Serge nods to 
him. 


SERGE 
Take away the illusions that 
suspend us here. 


Horrified, the group members look down through the 
transparent floor, look out through the transparent walls. 


WHAT THEY SEE: 
The scaffolding falling away with small dynamite charges so 


that nothing at all holds the massive structure up. The 
platform and globe shake and falter. 


(CONTTNIED } 


156 


157 


CONTINUED: 156 


Meade moves in fear, Davy and the Boni brothers fall to the 
floor, the Mayor drops to his knees, Gene totters, Claude 
and Wow hold their ground. Then the globe rights itself, 
stabilizes. 


NEW VIEW 


The entire massive structure is suspended by a delicate line 
of the miraculous Megalon. 


SERGE 
Go now, the play is ended. We are 
‘faded into air, into thin air. Go 
now, and understand that the world 
is changed forever. 


FRANK 
You're a poseur, Catiline. 


VIEW ON JULIA 
Ashamed of her father. 
Gene regains his balance, looks utterly delighted. 


GENE 
This Megalon is a marvel! Good 
boy, Serge. There are worse fates 
than to own the world. 


SERGE 
Take this as a warning from all 
artists and scientists. Leave the 
future alone, leave Megalopolis 
and me alone. No more tricks to 
stop my funds and my work. 
Without creative artists and 
scientists, you're utterly 
impotent. 


The group, shaken, begins to walk a bridge to an opening in 
the globe wall giving access to the moving rings outside. 


NEW ANGLE 
As they leave, stepping onto the moving sidewalk rings, we 
SEE Julia hidden in a corner by the elevator, her eyes 


always on her father, grouped with the villains of society. 
She bows her head in shame. 


EXT. MOVING SIDEWALK RINGS - NIGHT 157 


(CONT TNITRD } 


171. 


157 


CONTINUED : 157 


MOVING VIEW 


‘Serge crosses to the fastest moving outer ring, where he 


looks at his creation, ecstatic. Claude appears at his 
side. 


CLAUDE 
I'm disappointed, Cousin Serge. 
That was great, I loved what you 
said. But none of it to me. 


SERGE 
You weren't invited. 


CLAUDE 
Which pisses me off. Why can't 
you understand that alongside me, 
Uncle Gene, his floozy bride and 
all the rest don't matter? I'm 
your real enemy. 


SERGE 
You're your own enemy, Claude. 


CLAUDE 
I'm going to destroy you on your 
precious Saturnalia festival. It 
used to be New Year's Eve, I 


remember. 
SERGE 

I'm shaking in my shoes. 
CLAUDE 

Don't take me so lightly. 
SERGE 

You're a simple pain in the ass. 
CLAUDE 

I'm the razor in your bed. 
SERGE 

Go do whatever it is you do, 

Claude. 
CLAUDE 


When I rise to power in the city -- 
and I mean political power, which 
is the only kind to have -- 


(CONT TNIED \ 


172. 


157 


158 


173. 
CONTINUED: . 157 


SERGE 
(leaving him) 
Claude, you're still what you’ve 
always been -- the family fool. 


Serge disappeare. Josaphat watches Claude, not Serge, from 
a little distance. 


CLAUDE 
(shouting after Serge) 
I'm Godzilla, I'm Machiavelli, I'm 
Che Guevara, I'm Jesus Christ 
leading the multitudes! 


FADE OUT: 


FADE IN: 


INT. TIM BONI TOWER - DAY 158 


CLOSE UP - DAVY CATO'S youthful yet austere face gazes out a 
window up to the sky. He turns. 


DAVY 
Mrs. Hamilton! 


Wow ia standing there. She's dressed beautifully in a 
business suit, and today Mrs. Hamilton is all business. 


wow 
Congratulations -- so now you're 
the new CEO of Boni Budget. I'm 
impressed, Davy. 


Cato is still intimidated by his former boss and mentor's 
wife. 


DAVY 
Thank you, Mrs. Hamilton. 


WOW 
Wow. It's Wow, Davy. 


Cato is staring at her as she strolls to the window to look 
at the city. He follows. They stand together in 
silhouette. 


DAVY 
The old city is falling apart. 


(CONTTNIED ) 


158 


CONTINUED : 158 


WOW 
I'm afraid Gene's not paying 
attention to his bank these days. 
He's... how shall I say? 
Distracted. I guess by me. He 
doesn't realize how weak he isa at 
this moment -- a perfect target. 


A pause. She is even more haughty than she is loose in 
morals, and she knows how to make a man dance to her tune. 


WoW 
Shall we just go to bed and talk 
later, or should we talk now and 
then go to bed? 


She takes his hands and inserts them up her skirt under the 
garter belt that holds her seamed stocking and kisses him. 


DAVY 
(nervously) 
You see things before they happen, 
Wow. I always watched your 
business analysis on TV. 


WOW 
He insisted on a prenuptial 
agreement so I couldn't inherit 
his bank. Therefore I'll just -- 
take it. 


He kisses and worships her ever-reveaied alluring body. 


DAVY 
I love you, my baby, I’ve always 
loved you, down to the deepest 
part of me. 


He kisses the hem of her skirt. 


wow 
You and I are a team, Davy. 


DAVY 
You know how much I appreciate 
your strategic thinking. I do. 


He lavishly kisses her breasts, her belly. 


wow 
Very nice, yes, so very nice. But 
don't stop unless I tell you to. 
(MORE } 


(CONT TNITED } 


174. 


158 


CONTINUED : 


158 
WOW (cont'd) 

(affectionately 

petting his head) 
You suggest to Gene that you do a 
friendly takeover of his bank. 
He'll expect to be Chairman and 
CEO, and will offer you Vice- 
Chairman. You will refuse. Then 
the friendly talks will fall 
apart. 


DAVY 
What is it, in the end it's the 
soul, the personality, not the 
body that strikes that great 
resounding GONG in my mind. I 
WANT you. I want you. I WANT 
YOU. 


WOW 
When Gene refuses, you will 
execute a superbly planned hostile 
takeover bid of Hamilton National. 


DAVY 
Give me everything and I will 
worship you... 


wow 
You were his 'Davy,' his little 
protege; so he'll naturally lash 
back with an ill-conceived, badly 
prepared counter-tender. 


DAVY 
You own me, my cock my balls my 
everything. 

wow 


(near to coming) 
And our strategy, being better 
planned, will prevail, and you 
will absorb Hamilton National and 
you will be hailed as... 
(coming) 
-..the first man in the city. 
(pause) 
You can come now, Davy. 


DAVY 
I'll rule with the Boni and 
(coming) 
-.--you'll rule me! 


(CONT TNUED } 


175. 


176 e 
158 CONTINUED : 158 


STEAM rises, obscuring them. 


159 EXT. HAMILTON'S STEAM BATH - DAY 159 


Gene is wrapped in towels, alongside some of his friends, 
the groomsmen from his wedding. Davy Cato is welcomed to 
their number. 


GENE 
How's the view from the Tim Boni 
Tower, Davy? 


DAVY 
Better if I could look at a. 
friend, Gene, not an enemy. 


GENE 
Aha! Snake oil, is it? 


DAVY 
I'm here to ask if you'd consider 
a friendly tender from Boni 
Budget. 


Gene's eyes light up. He stands, is pleased to show how fit 
he is, his physique. 


GENE 
Our two banks together would be a 
powerhouse. 

DAVY 


Biggest in the world. 


GENE 
Name me Chairman and CEO, Davy. 
Think that would fly? You can be 
a vice chairman. 


DAVY 
(firmly) 
My offer says I'd become CEO and 
Chairman and you would retire. 


GENE 
Holy mackerel, are you serious? 


DAVY 


Is that an answer? Are you 
turning down my friendly offer? 


(CONTTNUED } 


159 


160 


CONTINUED : 


GENE 
Put your mouth where your 
loyaities are, Davy! This is 
hostile, not friendly! Van 
Nordland! Courtney! 


159 


Gene is furious, yelling. The two young AIDES run in. 


GENE 
We'll buy you, DAVY! Tender for 
Boni Budget at market, boys. 


ASSOCIATE 
Sir, we'll have to prepare... 


GENE 
I, Eugene Hamilton, need to 
prepare? I was banking when... 


DAVY 
Calm down, Gene -- please. You'll 
have a stroke. 


GENE 
I, Eugene Hamilton, calm down? 


He starts walking and raving -- his assistants try to calm 
him down. They hustle him out through the steam, but he 


tries to hang on. 


INT. HAMILTON’S LIBRARY - DAY 


160 


In his library, Gene thinks it’s all a hilarious joke. 


Laughs, the others are relieved and laugh along. 


Gene’s 


butler DONALD comes in. He straps a blood pressure gauge on 


Gene's arm and starts pumping. 


GENE 
So? You're going to find it sky 
high, so what? 


DONALD 
It puts you in danger. 
GENE 
Of what? Death? I laugh at 
death. 
DONALD 
Worse. 


(CONTTNUED ) 


177. 


160 


CONTINUED : 160 


GENE 
What is worse than death, I ask 
you. Death is you're not rich 
anymore, what is worse? 


He rips the equipment from his arm. The aides are standing, 
terrified of Gene in a trembling rage. Davy takes Gene's 
arm, tries to calm him. 


GENE 
Stay away from me, you Benedict 
Arnold! 

DAVY 


Gene, please! 


Davy gives in and exits. The VIEW RISES to reveal WOW 
watching at the door. She smiles. 


GENE 
(to his team) 
What are you standing there for? 
Start buying! 
(his speech is 
slurred) 
Damn, I can't talk right. 


MOVE IN CLOSE on Gene. He looks at Wow -- touches the 
paralyzed part of his face. 


GENE 
(slurred) 
Yes, buy Boni at market! 


He slips to the floor. Wow rushes in, kneels by hin, 
knocked off~balance by this development, unsure what to do. 


WOW 
I'll call an ambulance. 


VIEW ON GENE 


A wicked, conspiratorial smile crosses his face. 


GENE 
No! Get me to bed and call my own 
doctor. I'll have no idiots 
fiddling with me! Buy Boni stock, 
buy! 


FADE OUT: 


(CONTTNITED } 


178. 


160 


161 


162 


163 


164 


179 s 


CONTINUED : 160 
FADE IN: 
EXTREME VIEW OF THE STARS AND OF THE COSMOS 161 


past a dilapidated Soviet Space Station, beeping ite last. 
We move CLOSER to the planet SATURN. A beautiful electric 
sign reads: "SATURNALIA." 


EXT. THE CITY - DAY 162 


A news truck backs in to make its delivery, big posters of 
the day's headline: ‘ABANDONED SOVIET SPACE STATION FALLING 
TO EARTH! ' 


MUSIC UP. The Christmas decorations blur, are transformed 
into Saturnalia decorations, as the VIEW suddenly reveals a 
huge papier-mache figure of KING SATURN, or CHRONOS as he is 
sometimes known, the god of time. He and his throne are 
made of gold gilt and there are sundials and clocks of all 


kinds. 


FULL SHOT -- THE CITY IN SNOW 


The excitement knifes through the winter air. Parades, 
parties, black tie, evening gowns, dominoes, people in 
vivid, outlandish costumes. 


INT. TIM BONI TOWER - DAY 163 
Davy Cato in the costume of ‘Marc Antony’ has called an 


emergency meeting with his team of investment bankers and 
lawyers. Many are wearing black tie and masks in 


‘preparation for the formal masked parties they will be 


attending. Some are in costumes. 


LAWYER IN MASK 
A lash-back tender. 


DAVY 
OK gentlemen, deliver. 


The rooms springs into action, everyone knows what to do. 


EXT. WALL STREET - DAY 164 
The crowds have thickened and we SEE many costumes depicting 


famous figures, lovers, characters as well as the basic 
black "domino." The streets are already clogged with taxis. 


(CONTTNUED \ 


164 


165 


166 


CONTINUED : 164 


LOW ANGLE ON PHONE BOOTH - A gray-haired takeover specialist 
arrives with a portfolio of papers. 


LAWYER 
It's OK. I'm hard-wired. The 
offer is final as of -- 
(checks his watch) 
11:00 A.M., Eastern Standard Time. 
Call the Exchange, the lobbying 
firms in Washington. 


VIEW on electric signs and huge screens: "“BONI BUDGET 
HOSTILE TAKEOVER OF HAMILTON NATIONAL" “HAPPY SATURNALIA ONE 
AND ALL." 


EXT. THE CLOCK TOWER - DAY 165 


The hands always moving. 


EXT. STREETS UNDER THE GREAT BRIDGE ~- DAY 166 


Claude is exhorting his legions. All Claude's field 
officers, including Anton, the mysterious Egyptian Aziz; 
Josaphat, Fernando, Mr. Singh, are gathered around him as he 
appears for his supporters. 


CLAUDE 
A huge march on Megalopolis on 
Catiline's so-called Saturnalia -- 
New Year's Eve. I want at least a 
quarter million, understand? 


AZIZ 
Even more's possible, chief. 


CLAUDE 
You and your Egyptians will lead, 
Mohammed -- we need numbers and 
fierceness in front, and the 
Haitians can't deliver those. 


VIEW ON JOSAPHAT 
Taken aback, angry. 


CLAUDE 
(in Spanish) 
The march is a numbers game, so 
I'1l back Mohammed with the Puerto 
Ricans, Dominicans, Cubans... 
(MORE) 


(CONTTNIED } 


180. 


166 


167 


168 


169 


CONTINUED : 166 
CLAUDE (cont'd) 
(in French) 
Josaphat, your people will bring 
up the rear behind Asia, Africa, 
Eastern Europe and the Middle 
East. 


Fernando is leering triumphantly at Josaphat -- there is no 
love lost between the Haitians and the Dominicans. Josaphat 
backs away slowly. 


INT. HAITIAN BASEMENT - DAY 167 


Josaphat and Papa Boneme. A picture of Claude is put on the 
voodoo altar. 


EXT. BRONX STREET - DUSK 168 


Supporters gather from everywhere for Claude's great 
triumphal march. Claude's goons kick-start their Harleys. 
Josaphat approaches Claude -- hands him a map. 


JOSAPHAT 
We hear there might be some 
trouble. I've changed the route. 


Claude looks, suspiciously at first, then he hands it to 
Anton. 


CLAUDE 
OK, this is better. Takes us 
right to his Megalopolis. 


In the lead, Claude and Anton pull out, the goons roaring in 
their wake as the party heads for Manhattan. The VIEW 
settles on Josaphat. 


VIEW UPWARD to KING CHRONOS, winking and blinking as the 
many clocks tick away. 


CUT TO: 


INT. HAITIAN BASEMENT - DUSK 169 


We HEAR chanting, as the VIEW moves across the altar, the 
tins and the bead-painted bottles, a mannequin's hand, 
religious paintings, lit candles, and the photo of Claude, 
into a CLOSE SHOT of Papa Boneme, and Tante Momo. 


BONEME 
His string is cut. 


181. 


170 


171 


172 


173 


174 


EXT. STREETS DECORATED FOR HOLIDAYS - DUSK 170 
Crowds everywhere, holiday shopping frantically. Groups of 
store employees singing Christmas carols. 

INT. TIM BONI TOWER - DUSK 171 
LONG LENS 

Davy Cato at his desk, on his private hard-wired phone. We 
cannot HEAR what he is saying. 

INT. ROLLS LIMO - DAY 172 


Wow on her car cell phone, glass partition up. She is 
speaking but we cannot HEAR her. 


CUT TO: 
INT. VAN - DAY 173 
A MAN in the back of a van loaded with all sorts of 
electronic apparatus. He is listening on headphones. 
CUT TO: 
INT. HAMILTON'S LIBRARY - DUSK 174 


Gene is propped in an easy chair. A discarded meal tray 
says he's eaten a good dinner. A white-clad nurse sits on a 
chair reading a magazine. The butler, Donald, knocks and 
enters, bearing a small tape recorder. 


DONALD 
The tape you commissioned, sir. 


GENE 
(slurred) 
fake a break, Nurse. 


The nurse smiles and leaves. Donald stays. 
GENE 
(less slurred) 


Put it there, Donald, press the 
button and leave me alone. 


(CONTTNUED } 


182. 


174 


175 


176 


183. 
CONTINUED : 174 


Donald does as he's told. Gene listens, face twisting, but 
not from the stroke. 


DAVY (0.S.) 
Your breasts -- your legs in that 
fantastic silk -- 


WoW (0.S.) 
Your strong hands -- God, Davy, I 
want you. You and Gene's bank. 


MOVE IN on Gene listening. 


GENE 
(clearly) 
There's no fool like an old, very 
rich fool... 


EXT. MEADE MILO’S HOUSE - DUSK 175 


Meade's entire army is with him. A convoy of SUVs, a Hummer 
in the middle, is parked on the street. Foster Milo comes 
out carrying a small box. She approaches her husband. Some 
maids bring coolers of refreshments for a lengthy trip. The 
group is ready to pull out. Before Foster steps into the 
Hummer, she looks at Meade. 


FOSTER 
Why all these bodyguards, Meade? 


MEADE 

To protect your jewelry and your 

lovely person, my dear. The 

police won't have time for people 

like us tonight. 
Meade puts on his traveling hat, takes his shooting stick 
and steps into the limo like a squire going hunting. 
EXT. THE BRONX - DUSK 176 
Claude's triumph of Harleys are moving, but not fast. 


CLOSE ON ANTON squinting ahead at the formerly deserted 
street. 


ANTON 
Big party coming! 


(CONTTNIUED } 


176 


CONTINUED : 176 


CLAUDE 
Huh? 


He signals his goons; the group tightens and moves to the 
curb. 


VIEW ON CLAUDE looking ahead. 
WHAT HE SEES: a group of vehicles approaching quickly. 
ANTON 
(using field glasses) 
It's Meade Milo! 


CLAUDE 
What? 


ANTON 
Meade Milo and a big group of 
SUVs. How strange. 


CLAUDE 
C'mon, what's that? 


VIEW AHEAD - MEGALOPOLIS 
There's some sort of a blockage up ahead, not far from the 


futurist city looming over them. Several huge construction 
vehicles have pulled in, forcing any traffic to slow. The 


Hummer containing Meade and his wife is in the exact middle 


of the procession, not letting any opposing traffic get 
through. Claude scowls as they come by, then turns his head 
to watch them pass. 

NEW MOVING SHOT 


Meade is craning his head out the window, staring back at 
Claude fiercely. 


MOVING SHOT 

Claude turns his bike, rides back to the limo, passing the 
cars in the rear filled with armed bodyguards. Claude's 
biker goons swing around to follow his lead, but the cars in 
the rear suddenly swing right across the whole road and the 
sidewalk, cutting them off. 

VIEW ON ANTON 


Seeing the trap. 


(CONTTNURD \ 


184. 


176 


CONTINUED : 176 


ANTON 
Keep going, Claude! Keep going! 


CLAUDE 
They've cut off my boys! 


He comes to a stop, turns his bike back to Anton's 
direction, where his boys are waiting on their bikes. 


VIEW ON MEADE'S ENTOURAGE - The men in the last car are his 
most trusted muscle, ex-button men. 


As Claude now faces them, about to go back to his boys, one 
produces a gun and fires at him casually. 


VIEW ON CLAUDE 


The bullet hits him high in the shoulder with such force 
that he flies into the air and crashes, knees first, to the 
ground. He lies on his back, blinking, hands clutching his 
wound. His goons are huddled together, still on their 
bikes, under the assault rifles of two dozen of Meade's men. 


CLAUDE 
(in pain) 
Shit. Imagine running into Meade 
Milo like that. 


MEADE 
Yes, imagine running into Meade 
Milo. 


SHADOWS loom. Meade is there with several men, looking at 
him. 


CLAUDE 
You can't kill me, Meade, it's in 
cold blood and out in the open. 


MEADE 
There won't be any witnesses. I 
acted in self-defense. A total 
freak accident I ran into you -- 
with my wife and all. 


Meade rips off Claude's jacket and shirt to look at the 
wound, obviously not serious. He sneers. 


MEADE 


Well, you won't die of that. 
Stand him up. 


(CONTTNIURED \ 


185. 


186. 
176 CONTINUED : 176 


They stand Claude up, pulling his pants down and exposing 
him. 
CLAUDE 
Meade! I'll split things with 
you. Share power, split down the 
middle. 
MEADE 
I'll give you a chance, more than 
you gave Nush. Run for it. 


Claude tries to run with his pants down. Meade takes his 
time and uses his hunting rifle to shoot him. 


His men open fire on Claude's goons, who die. Only Anton 
manages to get his bike past a SUV, and takes off down the 
road, bullets flying after him. 

VIEW ON CLAUDE 

Naked except for his boots, lying on the ground in the snow. 
But his eyes are not fixed on Meade or his men, but on a 
small roadside altar opposite the road. 

WHAT HE SEES: 


A amall voodoo altar, its base littered with bunches of 
flowers, candles, a saucer of milk, a few eggs, a snake. 


The sacred snake’s tongue flicks in and out; its eyes never 
blink. 


VIEW ON CLAUDE 

Dying, still staring. 
VIEW ON THE ALTAR 

The snake staring back. 
VIEW ON CLAUDE 

‘Trying to get up. 


CLAUDE 
Fuck everything. 


He falls to the ground, dead. 


177 


178 


179 


180 


EXT. RIVERSIDE DRIVE - NIGHT 177 


The elements of a West Indian carnival celebration coupled 
with the outrage of having their hero slain have built the 
crowd to extraordinary proportions. Thousands of 
immigrants, many of them in costumes, some with improvised 
black armbands are shaking their fists and chanting Claude's 
name. 


INT. CITY HALL MEETING ROOM - NIGHT 178 


An emergency meeting is being held. Mayor Cicero, in black 
tie minus his jacket, is wearing a bullet-proof vest and a 
riot helmet, visor up. 


FRANK 
(to Hart) 
Call out the guard, militia. Men 
have been murdered on the streets, 
restless crowds are everywhere. 
What more to you need? 


HART 
The rule of law, your honor. 


INT. LILY'S ROOM - NIGHT 179 
SLOW MOVING VIEW TO LILY 

Peaceful and beautiful in her eternal coma. She looks 
forever young. Lily takes a breath, gasps one last word 
before she dies. 


LILY 
ee. Serge. 


The life monitors are stilled, the heartbeat stopped. She 
is dead -- her care-givers weep. MUSIC BEGINS. 

EXT. METROPOLITAN MUSEUM - NIGHT 180 
The figure of SATURN is carried closer to the museum, its 
final destination. It is snowing harder now. The people in 


this part of the city are still in a fun-loving Saturnalia 
mood -- the more savage elements having not yet arrived. 


(CONTTNITED ) 


187. 


180 


181 


188. 
CONTINUED: 180 


FRANK (V.0O.) 
Then Saturn, from whose throne 
time fell.... 


VIEW ON SERGE 


He is dressed in black, with a mask. He carries his gold 
pocket watch, stopping and starting THE PROCESS of his own 
consciousness. 


FRANK (V.O.) 
.».- passing thereafter into 
oblivion and forgetfulness. 


People in their various costumes pass through security at 
the doors, showing their invitations. 


INT. MUSEUM LOBBY - NIGHT 181 


Hundreds of well-to-do congregate in the lobby approaching 
the sumptuous FEAST of cracked crab, lobster and every sort 
of seafood delicacy. Their behavior is heightened by the 
anonymity of the traditional masks and costumes. This is a 
Hamilton National company party. Some look up at the 
beeping sound coming from above. 


WHAT THEY SEE: 


A beautifully flowered rendition of the SOVIET SPACE STATION 
that threatens the city, having become a symbol of this 
year's Saturnalia. 


VIEW ON EGYPTIAN TOMBS 


Everyone is making a fuss over Gene Hamilton in a masked 
‘Robin Hood' outfit coming to the party, albeit ina 
wheelchair, even after his now well-publicized stroke. He 
is with Wow, looking ravishing as ‘Cleopatra.’ Gene is 
trying to be his old jovial self, but is clearly 
incapacitated by the stroke. 


She wheels the wheelchair in front of a mirror. He likes 
the way he looks, likes the bow and arrow. 


GENE 
(slurred) 
Alright, bring those people over. 


She gestures, and a group of terrified Hamilton National 


executives and lawyers approach, also dressed appropriately 
for the carnival. 


(CONTTNIUED ) 


181 


182 


183 


CONTINUED : 181 


GENE 
Happy Holidays. You're all fired. 


They are horrified. 


GENE 
Can't you take a joke? 


They relax, but only slightly. 


LAWYER 
They've delivered; notified the 
SEC, and have advance people 
already in Delaware. 


BANKER 
They're bidding up our stock. 


Gene lets out a guffaw, and weakly tries to shoot an arrow. 
It's a real arrow and sticks in the wall. 


INT. SATURNALIA PARTY ~- NIGHT 182 


Serge feels ill and tries to make his way out of a party, 
going down the back stairs with a red-haired girl who 
promised him, what? He doesn't remember, soon she has 
disappeared and he re-emerges from a janitorial entrance 
amid the snow-covered garbage cans of the building. He 
opens the door. 


SERGE 
Never before did it occur to me 
that the ground I was standing on, 
the ground... could give way... 


EXT. CITY IN SNOW - NIGHT 183 


Hosts of snow flakes fly against Serge's face, against his 
eyelids, overflow his eyes and make seeing as difficult as 
it is now impossible for the dazzling effect of all that 
whiteness, and the veiling of his field of vision, so that 
his sense of sight is almost put out of action. 


SERGE 
-..- Could literally break down, 
creating a chaos that would last 
as long as it took before 
rpacaetaed new came along and saved 
t. 


(CONTTNIURD 1 


189. 


183 


184 


185 


190. 
CONTINUED : 183 


He edges uncertainly on this Harlem street. It is 
nothingness into which he looks when he forces himself to do 
so. Only at intervals do ghostly-seeming forms from the 
world of reality loom up before him -- a stranger, a group 
of boys, even the pale silhouette of the building he had 
lately passed. He is near 147th Street and Broadway, but 
can't be sure. 


EXT. HAMILTON GRANGE - NIGHT 184 


Serge stops, knocks the snow off a plaque affixed to the 
dirty clapboards of a dilapidated two-and-a-half story 
house. The snow removed, the plaque reads: "Hamilton 
Grange. The home of Alexander Hamilton, 1757 AB AM LLM 
1804. Statesman. Soldier administrator lawyer. Captain. 
Lt. Col. Staff of General Washington. Major General..." 
He removes more snow. “He built this house in 1802.” 


Serge rings the bell, as the cold wind howls. Looks up at 
the now squalid memento of one of the most illustrious of 


‘our nation's founders. A light goes out inside and a black 


man wearing butler's apron named RAWLEIGH, with a well-worn 
overcoat peeks out from the locked door. 


RAWLEIGH 
The Grange is closed; what are you 
doing here this time of night and 
in this weather? 


SERGE 
This is the home of Alexander 
Hamilton here in Harlem? 


RAWLEIGH 
This is the General's home. 


SERGE 
Can't find my way in this snow, 
May I come in? 


INT. HAMILTON GRANGE - NIGHT 185 


The Grange is a wreck, too little funds, certainly compared 
to Monticello or Mount Vernon. Rawleigh leads Serge 
carefully with his lantern, as the electricity has gone out. 


RAWLEIGH 


Be careful walking around here. 
Sign the register. 


(CONTTNUED } 


185 


186 


CONTINUED: 185 


Rawleigh lights a candle and leaves it near the register, 
which has very few signatures. 


RAWLEIGH 
The loose boards pop up as fast as 
I nail them down. The old wood 
don't hold the nails like it used 
to. 


Rawleigh points out the snow-covered window. 


RAWLEIGH 
In the spring I throw a bit of 
seed around. The General likes 
laurel. And honeysuckle. It was 
the honeysuckle that started all 
the trouble with Aaron Burr, you 
know. 


VIEW MOVES CLOSER 


The room is bare of furniture, and dominated by the marble 
portrait of the General done from life by Giuseppe Ceracchi. 
The head has a classical character that suggests one of the 
Caesars. 


EXT. CITY STREET - NIGHT 186 


Serge running through the snow. Dazed and intemperate, 
giddy, trembling with excitement. 


Serge falling, rolling in the snow. He feels for his watch; 
his numbed fingers can scarcely draw it from his pocket. 


INSERT ON THE WATCH 


His gold watch, with the monogram on the lid, ticking 
faithfully away in this lonely waste, Serge Catiline's own 
heart. Serge's reflection in it as it ticks. 


WHAT HE SEES: 


Things begin to speed up; hours become seconds, clouds rush 
by as day become hours; months become weeks. 


Time accelerates, completing the construction, and clouds 
part to reveal the finished Megalopolis shining through the 
snowstorm. Towers grown from Megalon into vertical 
greenhouses arranged around the neighborhoods; three grand 
festival areas, and one large area with the enormous Saturn 
sphere. 


191. 


187 


INT. MUSEUM HALLS - NIGHT 187 
Serge moves through the crowds at the party, stopping, 
starting and reversing TIME at will -- past halls of the 


bones of great dinosaurs; and finds himself in the Egyptian 
room of the GREAT TEMPLE. 


VIEW ON SERGE 


Lost in the insides of a pyramid. He turns. A YOUNG WOMAN 
sees him, and then disappears. He follows. 


WHAT HE SEES: 
The girl. Standing in the temple. 


SERGE 
Who are you? Are you a vision? 


She steps back into the shadows, and moves her hand that he 
should follow. Serge moves deeper into the pyramid. 


SERGE 
Is it... Lily? Have you died? 


LILY 
For a moment. 


He loses her and finds himself lost in the pyramid. 


SERGE 
Where are we? 


The girl moves closer to THE VIEW, looking back to a 
bewildered Serge. It is Lily, having come back. 


SERGE 
Where are we going? 
LILY 
I am an image born of your own 


soul. 


She moves CLOSER to him. He presses the stop and reset 
button of his watch, but it doesn't stop her. He falls to 
his knees, and clasps her around her legs, kissing the hem 
of her dress passionately, weeping. 


(CONTTNITED } 


192 


187 


193. 
CONTINUED : 187 


SERGE 
No, the ache in my heart is too 
painful. Can I never stop this -- 
thinking... 


Now into another room, it is Serge's POV as he moves 
through, acknowledging the maskers. A little, well-turned 
one seems to be flirting. 


Serge takes a drink and sits down. No one talks to him, but 
there is a solitary domino, sitting by herself. Serge 
offers his drink to her and she raises one to him. They 
drink. His hand reaches over to her, clasps her perfect 
hand, tapered and graceful and small. She looks up at hin, 
and then turns, reaches out and puts her arm around his 
neck. 


She tilts her head. We MOVE CLOSER, kiss her. Her hand 
brushes away her mask. 


It is Julia. She smiles and comes back for another kiss. 
Their hands feel for each other's as if to see if they were 
real. He kisses her neck, her throat, her ears, the insides 
of her lips. Not simply sensational, but like an explosion. 
Her arms thrown up in the air. 


SERGE paralyzed; in a SURGE. 


CHANTERS 
Baron Samedi. Baron Samedi. 


JULIA'S body intertwined with Serge's, her legs finding 
their way into the shape of his legs. Like a serpent. 


JULIA 
Rest, baby. 


SERGE 
(struggling against 
paralysis) 
I... I... seeee. 


JULIA 
I love your skin. It smells like 
cinnamon. 

SERGE 


I... I... seee. 


JULIA 
What do you see? 


(CONTTNUED \ 


187 


188 


189 


CONTINUED : 187 


WHAT HE SEES: 


A city in the clouds. A momentary illusion of the living 
Megalopolis. It drifts by and disappears, but cannot be 
forgotten. 


EXT. THE STREETS — NIGHT 188 


Restless crowds prowl through the night, breaking windows, 
challenging police and threatening the peace. 


MOMO 
Baron Samedi. Baron Samedi. 


INT. CITY HALL MEETING ROOM - NIGHT 189 


City Hall is now an emergency riot headquarters. On either 
side of Frank Cicero is a special police officer; others 
ring the perimeter of the room, which contains Commissioner 
Hart, attorneys, etc. Frank holds a book of city 
regulations. Rebecca Silver enters the office excited and 
out of breath. 


REBECCA 
Your honor. You are not going to 
believe this, but that Soviet 
space station is not coming down 
over Labrador. 


FRANK 
It’s not? 


REBECCA 
Right now, it's going to hit 
somewhere just off Montauk Point, 
so help me God. 


FRANK 

(opens the book; 

reads) 
"At such time as the well-being 
and order of the city is 
threatened by unusual and dire 
circumstances, the Mayor may call 
upon the provisions..." 


REBECCA 
(interrupting) 
What are the "unusual and dire 
circumstances?" 


(CONTTNITED \ 


194. 


189 


190 


191 


CONTINUED : 


189 


FRANK 
You ask me what's ‘unusual and 
dire?’ Catiline is overthrowing 
the government, inciting people to 
riot! A nuclear space station is 
falling out of the sky! What more 
do you need? 


MORGENTHAU 
If Catiline can be caught on 
camera inciting riot, or gives an 
inflammatory speech to the mob, 
Frank, you've got him. 


HART 
We have to be real steady now, 
Frank. This is no time to start 
making history. 


FRANK 
(delusional) 
Yes, history. 


HART 
Oh Frank, really. We don't have 
enough police officers, we've just 
fired them. 


INT. MEDIA ROOM - NIGHT 190 


The press are waiting, many cameras and microphones. The 
Mayor enters looking confident and mounts the podium, his 
team behind him. Rebecca hurries to him and speaks 
confidentially. 


REBECCA 
Postpone it, your honor. We'd 
better all watch what’s going on 
at Megalopolis first. The 
marchers are there, and Catiline's 
going to speak. 


EXT. MEGALOPOLIS SITE - NIGHT 191 


Serge, in black tie and cape, is running like one possessed 
toward a gleaming watchtower on the site perimeter. Julia, 
in a beautiful gown, is following him. 


(CONTTNITED \ 


195. 


191 


CONTINUED : 191 


VIEW ON THE MOB 


There is an angry Creole cry of support, joined by Spanish 
and many tongues. At the front but in their midst is Anton, 
carrying Claude's body. 


NEW ANGLE 


Someone produces a sheet of Megalon, and Anton transfers 
Claude’s body to it, then it is raised high for everyone to 
see. Screams, cries, shouting voices. 


Suddenly a vast SCREEN of Megalon slides down. It 
brightens, and there upon it is the IMAGE of Serge Catiline. 
He appears also on TV van monitors. 


SERGE 
That's your future you're looking 
at! Look at it! 


He throws a switch, and the lights of Megalopolis come on -- 
a dream of luminescent loveliness. The mob, intent on 
pushing the transparent Megalon fence over, stops to look in 
awe. 


SERGE 
You've come to destroy this? To 
tear down your own futures? To 
sentence yourself to squalor and 
poverty forever? Do you want 
another city project that will be 
a slum before you can blink? 
Destroy Megalopolis and you 
destroy the future! 


The VIEW moves from the screen to Serge in the tower, Julia 
out of camera range watching him in adoration. 


SERGE 
If you have the choice, tear down 
the past, not the future! Tear 
down debt, tear down the world of 
ready-made slums, the ant heaps 
the men who run the world shove 
you into! 


The mob ROARS; in the lights of Megalopolis, Serge looks. 
WHAT HE SEES: the body of his cousin Claude held high, the 


faces of Anton Smith and Mohammed Aziz, and behind then, 
faces of thousands. 


(CONT TNUEN 3 


196. 


191 


192 


193 


194 


CONTINUED : 191 


SERGE 
The future is our shining hope! 
Destroy the past, the old ways -- 


INT. CITY HALL MEETING ROOM - NIGHT 192 


VIEW ON Frank watching, smiling as Serge incriminates 
himself on TV. 


SERGE 

(on TV) 
-~ old and stale governments, 
banking institutions that fasten 
on you like leeches, suck you dry 
to feed empires of no use to 
anyone, even to those who run 
them. Don’t you see -- debt 
equals easy profits. Rescind all 
debt! 


VIEWS ON ALL THE TELEVISIONS OF THE CITY 193 


The great Jumbotron at Times Square, the other giant screens 
and smaller televisions, all showing the IMAGE of Serge, as 
people are stopped, watching and listening. 


SERGE 
You have but one choice -- the 
future! You have but one enemy -- 
the past! Don’t let it hold you 
back! 


EXT. FULL VIEW -— MEGALOPOLIS ~ NIGHT 194 
People looking upwards. 
WHAT THEY SEE: 


There in the night sky, are what appear to be six shooting 
stars, their glorious tails following, as though they 
commemorate the end of something. A moment later, there is 
a blinding light, coming from somewhere out at sea. Some 
burning fragments fall to the city, like an impressive 
fireworks show. People are awed in admiration. 


CCONTTNUED } 


197. 


194 


195 


CONTINUED: 194 


VIEW ON SKYSCRAPERS 


Enormous Linnenbach shadows of millions of people 
silhouetted against the buildings. The great city is not 
destroyed, it is ILLUMINATED. 


VIEW ON THE CROWDS 


Hushed, witnessing this sacred, frozen moment. Then they 
erupt. Anton Smith has a microphone and yells to the mob 
that they have to destroy governmental authority. The 
people swarm over the police cars, overturn them. The TV 
units can't pick up what Anton is saying because of the huge 
NOISE. 


ANTON 
City Hall! Let's burn him in City 
Hall, brothers! 


VIEW ON SERGE AND JULIA 


Julia is terrified. She's down from the watchtower and 
running to her car, parked inside Megalopolis. 


INT. CITY HALL MEETING ROOM - NIGHT 195 


Frank is with his team, now augmented by a National Guard 
GENERAL. Frank is explaining to him: 


FRANK 
Those trapped partying in the open 
have been escorted to shelter -- 
Central Park's been evacuated to 
the east side --all west side 
transit's been frozen temporarily - 
- a curfew for those at home. 


GENERAL 
The on-duty troops are here, but 
it's going to take hours to call 
the rest up, Mr. Mayor. 


REBECCA 
The radio and TV stations are 
broadcasting your orders non-stop, 
your honor. 


Frank is clearly dazed as he acts out his role in history. 
Meade Milo comes in, immaculate, enjoying the new confidence 
Frank has shown in him. He joins Commissioner Hart, 
reporting to the Mayor. 


(CONTTNITED \ 


198. 


195 


196 


CONTINUED: 


195 


MEADE 
Crazy Claude Hamilton attacked my 
wife and I as we were leaving for 
the country. His goons opened 
fire on me, and Claude's dead. I 
thought you ought to know, Frank, 
that Claude was one of the mob's 
leaders. 


This news makes Frank look even more jubilant. 


FRANK 
That doesn't surprise me. His 
cousin Serge is the mob's 
mastermind. This time he's 
publicly damned himself out of his 
own mouth. Arrest Serge Catiline 
now, please, gentlemen. 


HART 
The charge, Frank? 


FRANK 
For the moment, inciting mob 
vielence. In the end, treason, I 
trust. 


HART 
Don't get your hopes up. 
Catiline’s a greased pig -- he's 
wriggled out of murder, rape, 
injunctions. 


FRANK 
He won't wiggle out of this. 
(pauses, looks 
suddenly uncertain) 
He can't. 


Meade motions to Frank to step outside into the hallway. 


INT. HALLWAY -— NIGHT 196 


Meade lights a cigarette. 


MEADE 
Catiline's like one of those 
clowns you can't knock over, 
Frank. 


(CONTTNURD } 


199. 


196 


197 


CONTINUED : 196 


FRANK 
No, he's a phoenix rising from its 
own ashes. Burn him, he rises. I 
wish someone would scatter his 
ashes so far and wide he'd never 
be able te collect them to rise. 


MEADE 
(smiles quietly) 
Scattering ashes is easy. 
Provided there's no one around to 
complain about the mess. 


Frank is horrified. His eyes dwell on Meade's face, then 
his gaze drops to the bulge in Meade's elegant tweed jacket. 


FRANK 
But... a ee 


There’s some kind of disturbance inside, Frank turns and 
goes. Meade puts out his cigarette. 


INT. CITY HALL MEETING ROOM - NIGHT 197 


Julia rushes to her father, followed by the various 
commissioners. 


FRANK 
Julia! What is it? 


JULIA 
You have to leave now, all of you. 
Hundreds of thousands of people 
are coming to City Hall to burn 
Claude Hamilton's body. 


HART 
Our police couldn't control the 
mob at Megalopolis, here it will 
be worse. The National Guard -- 


GENERAL 
Oh, why the hell is Manhattan an 
island? The few units I’ve 
scraped up so far will just have 
to do what they can. 


JULIA 
Please, Daddy -- go! 


Everyone is evacuated down to the basement. 


200. 


198 


199 


200 


201 


202 


203 


EXT. CITY HALL - NIGHT 198 


The mob has organized itself and marches to its destination. 
They are chanting "Claude, Claude..." They sway back and 
forth until the security guards are unable to hold them, and 
they burst out as a major popular movement, literally 
snatching the sheet of Megalon holding Claude out of the 
pallbearers' arms. In one great assertive wave, the 
chanting proletariat masses BREAK THROUGH the understaffed 
police and crush into the seat of government, carrying the 
body of Claude inside. 


INT. CITY HALL BASEMENT - NIGHT 199 


Frank and his entire government wait ‘to be evacuated from 


the building. The moment comes, and they are led out by 
police with powerful flashlights. 


INT. CITY HALL SUBWAY - NIGHT 200 


‘The Mayor, Julia, and his team are taken into a eerie secret 


underground subway station, abandoned for many years, but 
still pristine. It is lit only by the portable lights. 


INT. CITY HALL - THE MAIN STAIRCASE - NIGHT 201 


Arrton leads the people carrying Claude's body into City Hall 
and up to the grand staircase, up to the cantilevered 
landing, the very spot where the body of Abraham Lincoln lay 
in state. They put down the sheet of Megalon. A few of the 
mob, having pillaged florists' shops along the way, toss 
flowers onto Claude's body. 


INT. CITY HALL SUBWAY - NIGHT 202 
A single train car comes, stops. Frank and his group get 
on. 

INT. SUBWAY CAR - NIGHT 203 


Frank ia sitting at the front of the car when Julia boards. 
He beckons her to sit with him. The car moves uptown. 


201. 


204 


205 


206 


207 


INT. CITY HALL - NIGHT 204 


The crowd is starting to work itself into a rhythmic frenzy. 


Some begin breaking up the furniture, chairs, aisles, desks 
and construct the basis of a great bonfire, right under the 
body of Claude. Someone douses it with gasoline, and the 
staircase with Claude's body BURSTS into flame. 

VIEW ON THE STATRCASE 

Engulfed in fire, the body of Claude is surreal in 
illumination. 

EXT. CITY HALL - NIGHT 205 


In flames. A mob surrounds it. 


INT. SUBWAY TUNNEL - NIGHT 206 


The ghostly subway car makes it alone through the subways. 


INT. SUBWAY CAR - NIGHT 207 


MUSIC UP. Frank sits alone with Julia, saying nothing as 


the others wait at the extreme side of the car. 


FRANK 

Shouldn't we be like before? 
Can't we? Can't we, Julia? 

{he kisses -her) 
You were right about Serge. I 
don't know what's come over me. 
All I cared about was how much I 
hated him. I was wrong. Hard to 
say to you, but wrong. 


Julia's head turns, she stares at him. 
FRANK 
He's the way to the future. I 
know that now. For the good of 
all. We're not so very far apart. 
I need to talk to him -- 
CLOSE ON JULIA 


What she's been hoping for and despaired of. 


(CONTTNIUED \ 


202. 


207 


CONTINUED : 207 


FRANK 
-- Yet I'm sure he's washed his 
hands of me. Probably wouid 
refuse to see me. 


JULIA 
He would see you if I asked him. 


FRANK 
Julia! You'd do that for me, even 
after what I did to you? 


Julia's answer is to hug him convulsively. 


JULIA , 
I'd do anything for you, Daddy. 


VIEW ON THE HUGGING JULIA AND FRANK 


She kisses her father's brow, his hand on her cheek. Frank 
kisses her hand then breaks the hug, looks at her, his eyes 
glittering tears. A pause, then: 


FRANK 
I'll meet with Serge. Will you go 
tell your mother everything's all 
right? You know her -- the 
phone's not enough. 


JULIA 
As soon as I've found Serge, I'll 
go to Mom. 


FRANK 
Ask him to meet me at the great 
model of the city. An appropriate 
venue, don't you think? 


JULIA 
(smiles wanly) 
Yes. I've always wanted to be the 
daughter you would be proud of. 


FRANK 
Julia -- you're my jewel. 


He kisses her. Then he turns his head and looks to where 
Meade Milo sits at the far end of the car. 


VIEW ON MEADE 
Acknowledging. 


203. 


208 


209 


210 


211 


EXT. TIMES SQUARE -— NIGHT 208 


Julia rushes up the subway exit, is mét by two patroiImen who 
escort her to a squad car. Julia jumps in, and the car 
drives off, lights flashing. 


EXT. HAMILTON'S HOME - NIGHT 209 


A limousine pulls up; Davy gets out. The door opens, and 
‘Wow, ' still in her Cleopatra costume, has been waiting. 


wow 
He's been asking to see you. I 
don't think he has much time. 


DAVY 
It's not like him to give in so- 
easily. 


Suddenly, she kisses Davy full on the lips. 


INT. HAMILTON'S HALLWAY - NIGHT 210 


Donald ushers them through. The house is hushed, the mood 
is somber. 


WOW 
How is Gene, Donald? 


DONALD 
Very low, Madam. A sudden turn 
for the worse. He's been asking 
constantly to see you and Mr. 
Cato. 


INT. HAMILTON'S LIBRARY - NIGHT 211 


They are quietly led into the private library. We HEAR the 
sound of a TV broadcast about the frozen merger of their 
banks. 


VIEW ON GENE HAMILTON 


The old man is propped up upon several pillows; frail and 
helpless-—looking. Some sort of hospital apparatus holds him 
in position, causing a bulge under the covers from his waist 
down. He's wearing his Robin Hood hat with feather. He is 
looking at the TV. 


(CONTTNIED \ 


204. 


211 


CONTINUED : 211 


VIEW ON THE TV 


The burning City Hall and rioting. 


GENE 
Well, our dear old town, master of 
the known world, is kaput. 


Gene tries to turn his head to look at his former protege. 
Davy bows his head; his old mentor is clearly dying. 


GENE 
(glances at the bulge 
under his sheets) 
What do you think of this boner 
I've got? One look at her and I'm 


up. 


DAVY 
(laughs respectfully) 
Quite something, sir. 


GENE 
(weakly; nostalgic) 
‘They used to say of me that the 
only thing bigger than my bank 
account was my prick. 


wow 
A family trait. 


Gene's eyes do a slight take, as do Davy's. 


GENE 
(dying) 
And now you're taking it all away 
from me. 


DAVY 
I plan to carry on in your 
example, fight for your ideals. 


GENE 
I never had ideals, Davy -- ideals 
‘are for debtors. If not for... 
this... 
(his paralysis) 
I could have out-spent you in the. 
end. I just wasn't able to-- 


They cluster closer to hear his last words, like heirs at 
the reading of a will. 


(CONT TNIED } 


205 es 


211 


212 


CONTINUED : 211 


The Hamilton fortune is immense, and now combined with 
control of Boni Budget, Wow and Davy are powerful beyond 


their dreams. 


GENE 
~- outlive you. 


He flips the covers off, revealing the bulge to be a small 
arrow. He reaches over to a bedside table and takes his 
little bow. At first they think he's going to shoot the TV, 
but he puts the arrow right through Davy's throat. Wow is 
stunned, then realizes what is happening and rushes toward 
the old man. 


GENE 
And Wow, you Wall Street slut -- 
this is your closing bell. 


One arrow hits perfectly at her chest right between the 
jeweled golden cups of her Cleopatra bra. 


GENE 
(calling out) 
Bonaid! 


Donald appears immediately. Gene turns back on the TV as he 
pumps up the volume with his remote. It's perfectly clear 
that he faked the stroke, and had no intention of dying, or 
losing in a corporate takeover battle. 


‘GENE 

(tossing the bow) 
Get rid of them. There'll be 
plenty of dead on the streets 
tonight. I'm going to leave my 
entire fortune to the Megalopolis 
Foundation! I'll be loved for 
eternity. 


The TV shows the rioting and crowds on the streets. The 
bodies of Davy and Wow as Antony and Cleopatra lie on the 
floor, siain by Gene's arrows. 


EXT. TIMES SQUARE - NIGHT 212 


Empty of revelers, but filling up with the wilder components 
of the mob. They rush past the bodies of Antony and 
Cleopatra. 


206 es 


213 


214 


215 


216 


EXT. CITROEN - NIGHT 213 


It's snowing heavily now. Fundi expertly weaves his way 
through the crowds, a portable flashing light on his roof. 
The Citroen arrives at the exhibition hall where the meeting 
with Julia's father is to take place. Serge steps out, 
Julia stays in the car. He kisses her hand. Then turns to 
Fundi. 


SERGE 
Take Julia home, Fundi. Then come 
back for me. 


Julia watches as Serge's tall, graceful figure walks away 
from the car. Then there is nothing more to be seen for 
swimming snowflakes. 


JULIA 
Fundi, wait. Don't go. 


INT. ENORMOUS MODEL OF THE CITY - NIGHT 214 


The area of catwalks over the model of the city is dark. No 
one seems to be there. We HEAR Serge's footsteps as he 
moves around the perimeter edge, walks out on a catwalk, and 
stops, looking down. 


WHAT HE SEES: 
THE MODEL -- It is beautiful, the entire Megalopolis project 
completed in miniature. Elevated roadways linking all 
sections of the city, with speeding monocars and moving 
walkways, elevators -- the city of the future! 
SERGE 

All my life has led to this. 

‘Megalopolis! Meygalopolis... 
EXT. MEGALOPOLIS - NIGHT 215 
The vision is realized. The actual Megalopolis lives, 
shining radiantly into the night. 
INT. CITROEN - NIGHT 216 


The Citroen starts to go into the white nothingness, then 
Julia SEES something. 


(CONT TNIED } 


207. 


216 


217 


CONTINUED : 216 


WHAT SHE SEES: 
A ghostiy-seeming form from the world of reality; a Huttmer, 
other SUVs arriving. 


FUNDI 
Those aren't city cars. They're -- 


But Julia has gone, running into the snow. When Fundi tries 


to follow, he is prevented by an ambush of Meade's goons. 


INT. ENORMOUS MODEL OF THE CITY - NIGHT 217 
Gazing at the miniature Megalopolis, Serge is lost in his 
dreams. Then the perimeter lights come on, but not those 
below in the model. 


JULIA 
Serge! 


He turns, and he sees: 

VIEW ON MEADE'S MEN 

Approaching on the catwalks. 

VIEW ON JULIA 

Running toward him, crying out. 

VIEW ON SERGE 

He starts to run. SHOTS ring out. He is hit, falls from the 
catwalk onto the model of New York. But he continues 
crawling, knocking down some of the buildings when he is 
shot again. 

VIEW ON JULIA 

coming to him. 

VIEW ON MEADE 

moving closer. 

VIEW ON SERGE 

Crawling to safety in the shadows of the model city. 
Another SHOT, and he sprawls in a spreading pool of his own 


blood on top of the Megalopolis area. Julia is almost 
there. She turns and sees Meade. 


(CONT TNIED } 


208. 


217 


218 


219 


220 


CONTINUED : 217 


VIEW ON THE CATWALKS 


The gunmen look to Meade, who is at the edge of the 
perimeter. 


GUNMAN 
What should we do? She saw us. 


VIEW ON JULIA 
Looking up, straight at Meade. 
VIEW ON MEADE 
A practical decision; he signals to kill her. 
More SHOTS ring out. Julia is hit and falls by Serge in the 
model city. We HEAR the assailants' footsteps running away. 
EXT. TIMES SQUARE - NIGHT 218 
The enormous crowds are gathered for the changing of the New 
Year. We HEAR gunfire and laughter in the distance. All 
eyes are on the top of the tower where the glass ball is 
about to descend. 
CROWD 

TEN -- NINE -- EIGHT -- 
EXT. STREET NEAR EXHIBITION HALL - NIGHT 219 
VIEW UPWARD - The body of Fundi, nailed spread-eagle to a 
telephone pole, crucified. The Citroen abandoned nearby. 
EXT. EXHIBITION HALL - NIGHT 220 
By now, all is whiteness. Frank arrives in his car. The 
environs are seething with police -- no National Guardsman -- 
this is city business. Hart is standing looking utterly 
stunned, bereft. Frank runs out of his car to Hart. 

FRANK 
Thank God, thank God! The 
conspiracy is ended, the crisis is 


over, the city will be safe 
forever. 


(CONTTNITED } 


209. 


220 


221 


222 


CONTINUED : 220 


Hart cannot speak. An officer near him is speaking into a 
radio. We HEAR the distant SOUND of an approaching 
helicopter. 


‘ RADIO VOICE 
Rescue, rescue, confirm two 
victinis, one Caticasian male, one 
Caucasian female... 


OFFICER 
(into radio) 
Confirm. No panic, too late for 
them. 


Frank stares at Hart's face agonizingly. 


FRANK 
Two -- victims? 


Hart makes a huge effort and manages to speak. 


HART 
Julia. Julia was with him. 


FRANK 
(shocked) 
Is there hope? 


‘Hart shakes his head gravely; begins weeping. 


CLOSE ON FRANK'S FACE 


The death of a soul. The SOUND of the helicopter grows 
louder as he recedes into the darkness until he is gone. 


EXT. TIMES SQUARE - NIGHT 221 


‘FULL SHOT -- as the glass ball falls. Snow almost 


obliterates everything. The city is slowly freezing. 
CROWD 
SEVEN -- SIX -- 
EXT. CHRONOS AND CLOCKS - NIGHT 222 


FULL SHOT -- the clocks chime on. Millions of people move 
through the streets. 


210. 


223 


224 


225 


226 


211. 


EXT. EXHIBITION HALL - NIGHT 223 


We SEE the Mayor's car, his figure in the back seat, alone 
with his head bowed. The VIEW MOVES CLOSER: 


VIEW ON FRANK IN HIS CAR 


His wrists slit, bleeding to death. 


INT. ENORMOUS MODEL OF THE CITY - NIGHT 224 


Julia and Serge are reaching for each other's hands across 
the bloodied model city, looking into each other's eyes, 
smiling, fainting. Police respectfully keep a distance from 
them. 


CROWD 
FIVE -- FOUR -- 
JULIA 
Yes. Take me to heaven. 
SERGE 
Stop! 
EXT. TIMES SQUARE - NIGHT 225 


The ball stops three feet from the bottom. The CROWD'S 
counting STOPS. No clocks chime. 


EXT. ENORMOUS MODEL OF THE CITY - NIGHT 226 


Serge and Julia join -hands and look.into each others eyes as 
TIME FREEZES. 


THE END 


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