FADE IN:

EXT.  FOREST - DAY

Germania.  The far reaches of the Roman Empire.

Winter 180 A.D.

Incongruously enough, the first sound we hear is a
beautiful tenor voice.  Singing.  A boy's voice.

CREDITS as we hear the haunting song float through dense
forests.  We finally come to a rough, muddy road slashing
through the forest.  On the road a GERMAN PEASANT FATHER
is herding along three sickly looking cows.  His two SONS
are with him.  His youngest son sits on one of the cows
and sings a soft, plaintive song.

They become aware of another sound behind them on the road
-- the creak of wood, the slap of metal on leather.  The
Father immediately leads his cattle and his sons off the
road.  They stand-still, eyes down:  the familiar posture
of subjugated peoples throughout history.

A wagon train rumbles past them.  Three ornate wagons
followed by a mounted cohort of fifty heavily-armed
PRAETORIAN GUARDS.

The young boy dares to glance up at the passing Romans.
His eyes burn with hatred.

INT.  WAGON - DAY

Mist momentarily obscures a man's face.  Frozen breath.
The man is in his 20's, imperious and handsome.  He is
swathed in fur, only his face exposed.  He is COMMODUS.

He glances up.

		COMMODUS
	Do you think he's really dying?

The woman across from him returns his gaze evenly.  She is
slightly older, beautiful and patrician.  A formidable
woman.

She is LUCILLA.

		LUCILLA
	He's been dying for ten years.

		COMMODUS
	I think he's really dying this time.

A beat.  Their breath turns instantly to mist.

		COMMODUS
	He has to be bled every night now.

		LUCILLA
	How do you know that?

		COMMODUS
	I've been so informed.

She arches an eyebrow.

		COMMODUS
	If he weren't really dying he
	wouldn't have sent for us.

		LUCILLA
		(a smile)
	Maybe he just misses us.

		COMMODUS
	And the Senators.  He wouldn't have
	summoned them if --

		LUCILLA
	Peace, Commodus.  After two weeks on
	the road your incessant scheming is
	hurting my head.

A beat.

		COMMODUS
	The first thing I shall do is honor
	him with games worthy of his
	majesty.

		LUCILLA
	The first thing I shall do is have a
	hot bath.

The wagon rumbles to a halt.  Voices are heard outside.

Commodus leaps out...

EXT.  WAGON - OUTPOST - DAY

Three Roman SOLDIERS guard an outpost, a watchtower, on
the roadside.

		COMMODUS
	Why have we stopped?

		PRAETORIAN GUARD MEMBER
	We're here, sir.

		COMMODUS
		(to Soldier #1)
	Where is my father?

		SOLDIER #1
	He's at the front, sir.

		COMMODUS
	Is the battle won?

		SOLDIER #1
	Don't know, sir.  They've been gone
	for eight days.

Commodus tosses off his furs -- beneath them he wears a
beautiful set of Lorica Segmentata -- the traditional
formed armor of Rome.  He moves to a horse as:

		COMMODUS
		(to Soldier #1)
	My sister wants a bath, take her to
	the camp.
		(to Soldier #2)
	Take me to my father.

He leaps onto the horse and canters back to the Praetorian
Guard unit.

Soldier #2 climbs on his horse and leads them.  Commodus
rides off with most of the Praetorian Guard unit.

Lucilla peeks her head from the wagon.  She glances at the
remaining soldiers.  Distinctly unpromising.

		LUCILLA
		(dry)
	Civilization at last.  Gods preserve
	us.

EXT.  HILL - TWILIGHT

The mighty catapults dwarf the humans.  Soldiers from the
elite Felix Regiment -- a legion of the Roman Army -- haul
the monstrous machines up a hill.

The commanding General of the Felix Regiment, MAXIMUS,
walks between two of the catapults.  He is a striking and
intense man in his 30's.  Like all the soldiers who
surround him, he is caked with mud and exhausted.

He trudges up the hill with his two lieutenants, TITUS and
QUINTUS.

		TITUS
	You would do as well to read the
	mind of a rhinoceros.

		QUINTUS
	These barbarians would rather drown
	in blood than yield an inch.  If I
	didn't hate them so much I would
	admire them.

They have reached the top of the hill.  Stunning martial
preparations are underway.  The catapults join ten others.
Archers are taking up position.  Brutal "Scorpions" --
devices for firing multiple crossbow bolts -- are being
loaded.  Soldiers are also loading the catapults with
enormous "Greek fire pots" -- large, round terra cotta
pots.

Maximus and his lieutenants gaze down from the hilltop.
Below them they can see a German encampment.

		TITUS
	They simply will not surrender.

A beat as Maximus gazes down at the German position.

		MAXIMUS
		(quietly)
	A people should know when they are
	conquered.

A beat.

		MAXIMUS
	At the first signal release the
	catapults.  We'll use the cavalry to
	cut off the retreat.

		QUINTUS
	General, I don't recommend that.
	Our cavalry might be caught in the
	flames.

		MAXIMUS
	I hope not, because I'm going to be
	leading them.

A beat as he gazes down at the enemy.

		MAXIMUS
	Why don't they know they're already
	dead?

EXT.  TREES - TWILIGHT

Maximus and Titus are on their horses, the cavalry of two
hundred Felix Regiment warriors surrounds them.  Steam
flares from their horses' nostrils.  They wait in a thick
stand of trees -- the German position can be seen across a
muddy plain.

A large wolf -- "The Wolf of Rome" -- waits at Maximus'
side.

Maximus nods to an archer.  The archer lights the tip of
an arrow and sends it flaming into the night sky.

EXT.  HILLTOP - TWILIGHT

Quintus waits.  The catapults are loaded and waiting.  So
too the Scorpions.  So too the 200 archers of the Felix
Regiment.

He sees the flaming arrow flying up from below.

		QUINTUS
	Now!

The mighty catapults are released.  The Greek fire pots
arc dramatically through the air.  A moment later soldiers
release the Scorpions and hundreds of bolts streak through
the sky.  The archers fire a murderous barrage of flaming
arrows.

EXT.  TREES - TWILIGHT

The screaming is almost immediate.

Maximus and his cavalry watch as the fire pots crash down
into the German encampment.

EXT.  GERMAN CAMP - TWILIGHT

The fire pots shatter -- pitch splashes everywhere --
seconds later the bolts and flaming arrows slice down and
ignite the pitch -- FLAME EXPLODES -- it is a hellish,
napalm-like vision -- the conflagration illuminating the
twilight.

The deadly rain of flaming arrows spreads terror through
the German camp --

EXT.  TREES - TWILIGHT

Maximus watches the German camp.

		MAXIMUS
		(to his men)
	Hold steady... steady...

He can see the nightmare destruction of the encampment
continuing -- fire pots and Scorpion bolts and flaming
arrows -- panic in the German encampment.

		MAXIMUS
	Steady...

He sees the Germans begin fleeing across the plain.  He
quickly raises his sword and whispers a prayer, then turns
to his men:

		MAXIMUS
	Brothers -- I salute you!  For Rome!

He spurs his horse and races out of the trees to the
plain...

EXT.  PLAIN - BATTLEGROUND - TWILIGHT

Maximus leads the terrifying and relentless cavalry charge
-- Titus at his side -- the Felix Regiment screams out
fearsome war cries as they gallop across the muddy plain
toward the Germans --

Fire pots and flaming arrows are crashing down everywhere
around them --

The cavalry SLAMS into the Germans at full gallop --

It is carnage.

The Felix Regiment warriors slash ruthlessly with short
swords -- slicing a path of sheer destruction through the
Germans -- but the Germans fight with equal brutality --
and the Germans also fight with the desperation of a
hopeless last chance -- they pull and spear Roman soldiers
off horses whenever they can --

Maximus spins his horse and swings his sword with expert
efficiency -- a spear stabs through the neck of his horse
and it immediately collapses forward --

Maximus sails over the horse's head and crashes to the
muddy ground -- he jumps up and is in the midst of the
battle --

The flaming arrows and exploding fire pots create a
ferocious inferno everywhere around the battle -- the
flames silhouetting the fighting --

On the ground, Maximus proves his absolute worth as a
warrior -- he hacks and dodges -- ghastly images of true
ancient warfare -- Maximus' eyes burn with a zealous fire
as he fights for his life --

He finds he is momentarily at a terrible disadvantage --
Germans are surrounding him from all sides -- as he fights
he looks for an advantage -- for his soldiers -- for
anything -- he is doomed --

Then -- an almost mystical image -- Maximus' wolf leaps
through a wall of flame --

"The Wolf of Rome" savages several Germans around Maximus
-- giving him the help he needed.

The wolf and his master fight, side-by-side.

EXT.  HILLTOP - TWILIGHT

We see an old man's face, staring down at the battle.  The
face is weather-beaten, ailing.  The roaring flames from
the battlefield below flicker in his sad eyes.

MARCUS AURELIUS, the Emperor of Rome, is on a horse.  A
metal brace extends from the back of his saddle.  He is
strapped to the brace with thick, leather straps.

He watches as the Felix Regiment below concludes the
battle.  The cheering of the Regiment can be heard as the
final, isolated pockets of Germans are cut down.

Behind Marcus the sun is setting, painting the world blood
red.

EXT.  BATTLEFIELD - SUNSET

Maximus, bloody and spent, walks through the aftermath of
the carnage.  The Wolf of Rome is at his side.  Dead and
dying by the hundreds are scattered everywhere.  Roman
surgeons are attending to the wounded.

Marcus walks to him, embraces him warmly.

		MAXIMUS
	Caesar.

		MARCUS
	Maximus, you prove your valor again.
	Let us hope for the final time here.

		MAXIMUS
	I don't think there's anyone left to
	fight.

		MARCUS
	There are always people left to
	fight...

Marcus takes Maximus' arm and they walk through the masses
of bodies.  Maximus holds Marcus' arm firmly, quietly
supporting him as they walk.

		MARCUS
	But this night, at least, Germania
	is at last defeated... What will you
	do now, my friend?

		MAXIMUS
	Should Caesar permit, I'll go home.
	I've been away too long.  I've
	forgotten my wife's face and I
	barely know my son.

Suddenly, a tethered GERMAN PRISONER they are passing
calls out to them:

		GERMAN PRISONER
	THIS BLOOD MEANS NOTHING, CONQUEROR!

Maximus and Marcus stop.  A soldier moves quickly to
silence the German Prisoner.

		MARCUS
		(to Soldier)
	Stop...
		(to Prisoner)
	... You speak our language?

		GERMAN PRISONER
	You have been in my homeland for
	twelve years.  Of course I speak
	your language.  So did my son, who
	you murdered.  So did my daughter,
	who you raped.

		MAXIMUS
		(to Marcus)
	Come, Caesar...

		MARCUS
	No.  Let him speak...
		(to Prisoner)
	... I am Rome, what would you say to
	me?

		GERMAN PRISONER
		(points to sunset)
	You are that sun, Rome, and your
	time is over... You can slit a
	thousand throats here, and you can
	put a thousand babies to the sword,
	but it will always be our home.

		MARCUS
	Now it is Rome.

		GERMAN PRISONER
	It will never be Rome.  Not as long
	as one German breathes.

The soldier moves to kill the insolent Prisoner.

		MARCUS
	No... Release him.  Give him safe
	passage.  Let him go to his family.

The soldier leads the German Prisoner away.

Maximus and Marcus continue walking in silence for a beat.
Then:

		MARCUS
	Tell me again, Maximus, why are we
	here?

		MAXIMUS
	For the glory of the empire, sire.

		MARCUS
		(quietly)
	Yes.  I remember.

They continue walking through the mountains of bodies...

EXT.  ROAD - SUNSET

Maximus and Marcus are now walking along a road through
the dense forest.  Slaves follow behind them, leading
their horses.

Both sides of the road are filled with the men of the
Felix Regiment.  As Maximus and Marcus pass, the battered
and bloody soldiers drag themselves to their feet, raising
their swords, paying silent homage.

		MAXIMUS
	They honor you, Caesar.

		MARCUS
	I don't think they're standing for
	me, Maximus.  They honor you.

Just then Commodus canters into view with his Praetorian
Guard escort.  He watches the army honor Maximus with rank
envy as he nears.

He rides up to Maximus and Marcus.

		COMMODUS
	Have I missed it?

He leaps from his horse.

		COMMODUS
	Have I missed the battle?

		MARCUS
	You've missed the war.  We're done
	here.

Commodus embraces him, awkward.

		COMMODUS
	Father.  Congratulations.  I shall
	sacrifice a thousand doves to honor
	your triumph.

		MARCUS
	Spare the doves and honor Maximus,
	he won the battle.

Commodus embraces Maximus, even more awkward.

		COMMODUS
	General, Rome salutes you and I
	embrace you as a brother.

		MAXIMUS
	Highness.

They walk, Maximus still supporting Marcus, as:

		COMMODUS
	Your Spaniards seem invincible.  May
	the Gods favor the Felix Regiment
	now and always...
		(to his father)
	Here, Father, take my arm.

		MARCUS
		(ignores this)
	Where's your sister?

		COMMODUS
	She's at the camp.  She had no
	desire to see the gore of the
	battlefield.

		MARCUS
		(smiles)
	Lucilla would eat every corpse here
	if it brought her one step closer to
	the throne.

Maximus laughs.

		MAXIMUS
		(smiles)
	Caesar, you do the lady injustice.

		MARCUS
	It's a foolish old cobra who doesn't
	recognize his own off-spring...
		(he suddenly stops,
		 not feeling well)
	I think... I should ride now.

Maximus waves for Marcus' horse.  It is brought up.
Several soldiers carefully help the old man into the
saddle.  He is then tethered to the brace on his saddle.
It is a slow, graceful and embarrassing ordeal for the
Emperor of Rome.

When at last he is strapped in, he looks to Maximus.

		MARCUS
	So much for the glory of Rome.

Without a word to his son, Marcus nods and the horse is
slowly lead away.

Commodus and Maximus watch him go.

		COMMODUS
		(neutral)
	He's dying.

A beat.

		COMMODUS
	Poor old man.

		MAXIMUS
		(terse)
	If you'll excuse me, Highness.

He turns and stalks away.

EXT.  TENT CITY - NIGHT

We see the Roman encampment, a sea of tents.  Hundreds of
campfires burn before the tents.

INT.  HOSPITAL TENT - NIGHT

Maximus enters a large tent and is met by a spectacle of
the dead and dying.  Roman surgeons are working feverishly
to save lives.  Limbs are amputated, the bloody stumps
quickly cauterized with hot irons.  Leeches and bronze
cups are employed for blood-letting to balance "humours."

Anesthesia as we know it is nonexistent.  Wine amphoras
are passed around and orderlies fan narcotic smoke toward
the patients.  Mostly, though, they just hold down the
writhing patients.

Maximus moves through the tent, offering a word of comfort
here and there.  All the wounded are delighted to see him.

He goes to an older soldier, GALLUS, who has one wooden
hand.  His other hand is bandaged.

		MAXIMUS
	What, Gallus, losing your other
	hand?

		GALLUS
	Aye, General, they're going to make
	a bronze one for it.  Long fingers
	this time.

		MAXIMUS
	And the women of your village will
	crave your touch even more.

		GALLUS
	Ah, then you know the women of my
	village.

Maximus smiles and moves on.

He stops at a young soldier, VALERIUS, whose head has been
shaved.  A hole has been bored into his skull to relieve
the pressure on his brain.  The young soldier is dying.

		MAXIMUS
	What's your name, son?

		VALERIUS
	Valerius, General.

		MAXIMUS
	The name suits you.

		VALERIUS
	Why am I dying?

A beat.  Maximus sits by his cot.  He takes Valerius'
hand.

		MAXIMUS
	You're dying because you love Rome,
	as I do.

		VALERIUS
	I've never been to Rome.

		MAXIMUS
	Neither have I.  Rome for us lives
	here...
		(he touches his
		 heart)
	... it's a thing inside us that came
	from our ancestors and that we give
	to our children.

		VALERIUS
	It must be glorious, Rome.  I've
	only seen pictures.  Is it a
	glorious place?

A beat.

		MAXIMUS
	Yes, it's a glorious place.

		VALERIUS
	It must be.

He smiles.  And he is dead.

Maximus sits for a moment.  He gently closes Valerius'
eyes.  And Maximus finds that he is weeping.

He is not ashamed of the tears.

INT.  MESS TENT - NIGHT

An immediate swirl of noise.  The grand mess tent is
crowded with soldiers.  They are still filthy with caked-
on mud and blood.  Wounds are bandaged and tankards are
raised in celebration of the victory.

Marcus sits in a central position and receives visitors.
Currently two Senators, FALCO and GAIUS, are bowing before
him.

		FALCO
	Hail, Marcus Aurelius.

		MARCUS
	Stand up, Senators.  That unfamiliar
	posture doesn't suit you.

		GAIUS
	We live in supplication to your
	glory.

		MARCUS
	All the while conspiring with that
	fat man in Rome.  How is the old
	monster?

		GAIUS
	Senator Gracchus is hale, sire.

		MARCUS
	Still damning me to the four winds?

		GAIUS
	Still eager for your triumphant
	return to Rome, Caesar.

		MARCUS
	I would have silenced him decades
	ago -- but I just like him too much.

Meanwhile, Maximus stands with his lieutenants, Titus and
Quintus.  A wound on Maximus' arm has been bound.

		MAXIMUS
		(to Titus)
	If you want to stay on, I support
	you.  So do the men.  I'll ask the
	Emperor to appoint you in my place.

		TITUS
	It won't be the Felix Regiment
	without you.

		MAXIMUS
	I'll return after a season at home.
	Maybe two.

		QUINTUS
	That means after three or four more
	babies.

		TITUS
	And you'll be too fat from Vibia's
	cooking to get on your horse by
	then.

		MAXIMUS
	Should the Gods so bless me.  I
	would be thankful.

Commodus perambulates up to them.

		COMMODUS
	Hail, warriors.  My congratulations.

		TITUS AND QUINTUS
		(bowing)
	Highness.

		COMMODUS
		(to Maximus)
	My old friend, my father tells me
	you're returning to Spain?

		MAXIMUS
	Yes.

		COMMODUS
	A pity.  I'll need men like you in
	my army...

An awkward glance between the soldiers.  This sort of talk
is offensively premature.

		COMMODUS
	There are larger division that might
	appeal to you.  Even the Praetorian
	Guard.  You've never been to Rome.
	Imagine arriving as head of the
	Praetorians!  They have really
	splendid uniforms.

		MAXIMUS
		(cold)
	I'm going home.

Senators Gaius and Falco join them.

		GAIUS
		(to Maximus)
	... And why not apply for entry to
	the Senate?

		FALCO
	A war hero with a handsome face and
	a strong heart could go far.

		COMMODUS
	General Maximus, may I present
	Senators Gaius and Falco.  Beware of
	this Gaius, he'll pour a honeyed
	potion in your ear and you'll wake
	up one day and all you'll say is
	"Republic, Republic, Republic..."

Laughter.

		FALCO
	Have you never considered Rome?

		MAXIMUS
	No.

		COMMODUS
	You've had my ear since we were
	children.  You could be a valuable
	ally in the Senate.

		GAIUS
	Are you a believer in Republicanism?

		COMMODUS
		(laughs)
	There -- I warned you.

		MAXIMUS
	I'm a soldier, not a politician.

Meanwhile, a dark eye is studying the men through a hidden
slit in the tent wall.  The eye is particularly drawn to
Maximus.

		GAIUS
	If your heart lies with the people,
	I would back you for the Senate.
	I'm sure Gracchus would as well.

		COMMODUS
	Not a word about that sodomite
	bastard.

		GAIUS
		(smiles to Maximus)
	The august Senator Gracchus has been
	rather a gadfly on the flesh of the
	imperial family.

		FALCO
	He's a damned provocateur.

		GAIUS
	He lives under the antiquated
	assumption that the Senate should
	represent the people with vigor.

		COMMODUS
	I won't tolerate it.  His incessant
	criticism exhausts me.  The man can
	speak for five hours without taking
	a breath.

		GAIUS
	He serves Rome best when he serves
	it with honesty.

		COMMODUS
		(sharply)
	Enough... Maximus, I would like to
	inspect the Felix Regiment at dawn.
	Please arrange it.

		MAXIMUS
	I can't do that.

		COMMODUS
	Excuse me?

		MAXIMUS
	My men have been fighting for five
	solid days.  They're too busy dying
	to go on dress parade.

A beat.  Commodus' eyes flash fire at this public rebuke.
He very quickly gets control.

		COMMODUS
		(smiles)
	Of course, how foolish of me.  Some
	other time...

He notes his father being helped out of the tent by
several body slaves.

		COMMODUS
	Caesar retires early tonight.

INT.  TENT CORRIDOR - NIGHT

Marcus is helped out of the mess tent into a tent corridor
attached.

He sees his daughter Lucilla in the corridor, spying in
through the slit in the tent wall.  He watches her,
smiles.

		MARCUS
	If only you had been born a man...

She turns to him.  He leaves his body slaves and goes to
her.

		LUCILLA
	Father.

		MARCUS
	What a Caesar you would have made.

		LUCILLA
	You're right.

		MARCUS
	I think you would have been strong.
	I wonder if you would have been
	just?

		LUCILLA
	I would have been what you taught me
	to be.

A beat.  They stare at each other.  He finally smiles.

		MARCUS
	Well, pretend to be my loving
	daughter tonight and walk with me to
	my chamber.

She smiles and takes his arm.  They slowly walk down the
tent corridor as:

		MARCUS
	This is a pleasant fiction, isn't
	it?

They disappear into darkness.

EXT.  TENT CITY - DAWN

Maximus is slogging through the mud and snow that blankets
the Rome camp.  He stops to observe an unusual sight.

Commodus is stripped almost naked, his chiseled body
covered in a fine sheen of sweat.  He and his six
CENTURION BODY GUARDS are going through their daily
ritual.  They defy the sub-zero temperatures and hack at
small trees with swords.

It is an eerie, zen-like workout.  Commodus' intense
concentration is unnerving.

Maximus watches for a moment then moves on.  He approaches
a large network of tents.  He enters.

INT.  MARCUS' TENT - DAY

Maximus enters Marcus' darkened tent.  Flickering braziers
provide the only light in the enormous Imperial tent.
Heavy beams support the canopy and they creak like the
timbers of a ship as the tent sways slightly in the wind.

Marcus stands before a map of the Roman Empire.

		MAXIMUS
		(bows)
	Caesar.

Marcus holds out a scroll.

		MARCUS
	Read this.

		MAXIMUS
	I never acquired the art, sir.

		MARCUS
	Of course.  No matter.  In this
	letter I denote my intention to
	nominate you to stand for the
	Emperorship after my death.

A stunned pause.  Maximus stares at him.

		MARCUS
	My son is not a moral man.  You have
	known this since you were young.  He
	cannot rule.

		MAXIMUS
	Caesar, I am honored but --

		MARCUS
	For twenty years I have been
	spilling blood.  For twenty years I
	have written philosophy and
	ruminated and conquered.  Since I
	became Caesar I have only had four
	years without war.  Four years of
	peace in twenty.  So perhaps I can
	be... forgiven.

A long beat.

		MARCUS
	While I have been fighting, Rome has
	grown mad and corpulent and
	diseased.  I did this.  And now I
	shall make it right.

		MAXIMUS
	Sire, you brought the light of the
	Gods to barbarian darkness.  You
	brought civilization and justice to
	the farthest --

		MARCUS
		(fierce)
	I have brought the sword -- nothing
	more!  Rome is far away and we
	shouldn't be here.  What matter is
	it to the Gods if we subdue one more
	tribe of Parthians or Gauls?  What
	matter is it to Rome if a thousand
	more barbarians bend to our lash?

A beat.

Marcus sits.  He doesn't look at Maximus.

A pause.

		MARCUS
	Winter, Maximus.  It's winter now...

A beat.

		MARCUS
	There was a dream that was Rome.  I
	can only whisper of it now.
	Anything more than a whisper and the
	dream vanishes.  It's so... fragile.
	The true glory of Rome is in a very
	fragile idea.  Imagine a place
	devoted to the rights of the
	citizen.  Where every free man has a
	voice.  That was the dream... And I
	fear it will not survive the winter.

He holds out a hand to Maximus.  Maximus takes his hand,
deeply moved, kneeling.

		MARCUS
	Let's just whisper here, you and I.

		MAXIMUS
	Yes, Caesar.

		MARCUS
	If the dream is ever to live again
	the people must have a true voice.
	The voice I took from them.  That
	all the Caesars took from them, bit
	by bit, conquest by conquest.  And
	now that I am dying I am going to
	give them that voice again.

		MAXIMUS
	You're not dying.

		MARCUS
	I am, Maximus.  It's strange... I
	find as I near the end I think
	little of the waning moments around
	me... instead I think much of the
	past... and of the future.  How will
	the world speak my name in years to
	come?  Will I be known as the
	philosopher?  The warrior?  The
	tyrant?  Or will there be a more
	golden sounding to my name?  Will I
	be the Emperor who gave Rome back
	her freedom?

A beat.

		MARCUS
	Before I die I will give the people
	this final gift.  I will give them
	the Senate reborn.  The voice of the
	people empowered again, as it was
	always meant to be.  It is my design
	that they will elect the next
	Emperor.  And I would put forward
	your name with my backing.

		MAXIMUS
	Caesar, you do me honor -- but your
	son has pride of place for
	succession.

		MARCUS
	You are the son I should have had...
	Although I fear in my deepest heart
	that if you had truly been my son my
	blood would have polluted you as it
	did Commodus.  We're a cursed
	bloodline.  We have lived so long in
	power and depravity that we no
	longer remember a life without it.
	We can no longer even imagine a life
	without it.

A beat.

		MARCUS
	Look at me, son.

Maximus looks at him.

		MARCUS
	Son... I know that one grove of your
	vineyard is worth more to you than
	all the treasures of Rome.  I know
	one loving word from your wife is
	worth more than the accolades of an
	Empire.  But... a fond old man, who
	loves you more than he can say, begs
	you to at least think about what he
	has said tonight.

		MAXIMUS
	I shall, Caesar.

A beat.

		MARCUS
	I'll keep this letter to myself.  I
	hope that with the sunrise you will
	agree.  And embrace me as a father.

Maximus nods and rises.  He begins to go.  Stops.

		MAXIMUS
	You have always been my father.

He goes.

INT.  TENT CORRIDOR - DAY

Maximus emerges from Marcus' tent into a long tent
corridor, deep in thought.

		LUCILLA'S VOICE
	He always favored you...

He turns.  Lucilla is waiting.  She glides to him.

		LUCILLA
	Even over his son.

		MAXIMUS
		(turning away)
	That's not true.

		LUCILLA
	Maximus, stop...
		(he stops)
	Let me see your face.

He turns to her.

		LUCILLA
	You've been crying.

		MAXIMUS
	I lost too many men.

		LUCILLA
	What does my father intend?

He turns and walks.  She walks with him.

		MAXIMUS
	I don't know.

		LUCILLA
	You're lying.  I could tell when you
	were lying even when we were
	children.  You hate it.

		MAXIMUS
	I never acquired your comfort with
	it.

		LUCILLA
	True.  But then you never had to.
	Maximus, stop...
		(he stops again)
	... Is it really so terrible seeing
	me again?

		MAXIMUS
	No.  I'm sorry.  I'm tired from the
	battle.

		LUCILLA
	And you are hurt to see my father
	dying.

A beat.

		LUCILLA
	He will announce Commodus'
	succession.  That's why he summoned
	us.  Will you serve my brother as
	you served his father?

		MAXIMUS
	I will always serve the ideals of
	Rome.

A beat.

		LUCILLA
	Do you know I still remember you in
	my prayers...?  Oh yes, I pray...
	Ever since that day you saved me
	from drowning off Capri.  Do you
	remember?

		MAXIMUS
	Yes.

		LUCILLA
	Commodus was so angry that a mere
	peasant -- a Spaniard no less --
	touched the royal person, do you
	remember his anger?

		MAXIMUS
	Yes.

		LUCILLA
	Mark this, Maximus:  that is the man
	who will be Emperor.

A beat.

		MAXIMUS
	May I be permitted to go, Highness?

She smiles sadly.

		LUCILLA
	There was a time when you didn't
	call me "Highness."

		MAXIMUS
	And there was a time when you were
	just a little girl drowning in the
	sea.  All that was a different life.

		LUCILLA
		(quietly)
	Very different... I wonder if it was
	better?

		MAXIMUS
	It was more honest.

A moment between them.  We sense there is much to be said,
much that could be said.

Finally:

		MAXIMUS
	I thank you for your prayers.

He goes.  She watches him walk away.

INT.  MAXIMUS' TENT - NIGHT

Maximus kneels before a small altar in his tent.  He faces
six small figures that represent his dead ancestors.

		MAXIMUS
	Ancestors, true bloodline, I ask you
	for your guidance.  Bring me your
	solace and your wisdom.  Blessed
	Mother, come to me in my dreams with
	the Gods' desire for my future.
	Blessed Father, watch over my wife
	and my son with a ready sword.  Keep
	them safe until my return.  Whisper
	to them in their sleep that I live
	only to hold them again and all else
	is dust and air.  Ancestors, true
	bloodline, I honor you and will try
	to live with the dignity you have
	taught me.

He looks at his "ancestors" for a moment and then blows
out the candles around them.

INT.  MARCUS' TENT - NIGHT

Commodus' eyes are red with weeping.  He sits, head down,
at the foot of Marcus' bed and speaks to his father.

		COMMODUS
		(quietly)
	I search the faces of the Gods for
	ways to please you... to make you
	proud... and I can never do it.  One
	kind word -- one full hug where you
	pressed me to your chest and held me
	tight -- would have been like the
	sun on my heart for a thousand
	years... What is it in me you hate
	so much?  My eyes are your eyes.  My
	hands are your hands.  All I have
	ever wanted was to live up to you.
	Caesar.  Father.

He stands.  We see that he is holding the scroll denoting
Marcus' intention to nominate Maximus as Emperor to the
Senate.  Commodus cannot control his tears.

		COMMODUS
	Why does Maximus deserve what I
	could never have? -- Why do you love
	his eyes over mine? -- I would
	butcher the whole world -- if you
	would only love me...

Commodus weeps.

INT.  MAXIMUS' TENT - NIGHT

Quintus is waking Maximus --

		QUINTUS
	General -- Maximus --

		MAXIMUS
	Quintus -- ?

		QUINTUS
	The Emperor needs you.  It's urgent.

Maximus leaps up and throws on a cloak, strides out with
Quintus...

EXT.  TENT CITY - NIGHT

Dead of night.  Maximus and Quintus stride quickly through
the sleeping camp toward Marcus' tent.

		MAXIMUS
	What is it?  Is he ill?

		QUINTUS
	I don't know...

They continue on toward Marcus' tent.

INT.  MARCUS' TENT - NIGHT

Maximus and Quintus stride into the tent -- Maximus slams
to a halt.  Stunned.

Commodus stands before him.  Lucilla stands in a corner of
the tent, head down.

And Marcus Aurelius dead, lying on his bed.

Maximus stares at Marcus.

		COMMODUS
	Lament with me, brother, our great
	father is dead.  I want --

Maximus, not even hearing, steps past him to Marcus.

He stands for a moment and then slowly kneels before
Marcus and gently kisses the old man's forehead.  A ritual
farewell.

A moment of silent mourning and then Maximus stands.  He
turns very, very slowly to Commodus.

		COMMODUS
	General, the Gods' have taken the
	great man and left me alone.  My
	first desire as Emperor is that you
	take my hand in friendship.  I need
	you at my side, Maximus, at this
	moment above all others.  Stand with
	me.

Maximus glares at him:

		MAXIMUS
	How did he die?

Commodus does not respond.

		MAXIMUS
	How did he die?

		COMMODUS
	The surgeons say it was his breath
	that gave out.

Maximus glances to Lucilla, she avoids his eyes.

		COMMODUS
	Take my hand, Maximus.  I only offer
	it once.

A beat.

Maximus turns back to Marcus.

		MAXIMUS
	How will the world speak your name
	now, old man?

Without a glance to Commodus, he stalks out.

A silent beat.  Then Commodus nods to Quintus.  Quintus
goes.

Lucilla looks at Commodus for a long moment, her face an
enigmatic tornado of complex emotions.

Then:

		LUCILLA
	Hail, Caesar.

INT.  MAXIMUS' TENT - NIGHT

Maximus is kneeling before his ancestors, head down, his
fists clenched, praying.

Quintus and four Praetorian ASSASSINS suddenly burst in --
the assassins move immediately to bind Maximus -- swords
at his throat --

		MAXIMUS
	What -- ?!

		QUINTUS
		(ashamed)
	Please don't fight, Maximus --

		MAXIMUS
	Quintus --

Quintus goes to Maximus' armor, which hangs nearby, and
slowly removes his seal of office.

		QUINTUS
	I'm sorry, General, Caesar has
	spoken.

They pull Maximus out --

EXT.  MAXIMUS' TENT - TENT CITY - NIGHT

Five horses are waiting.

		MAXIMUS
	Quintus, what -- ?

		QUINTUS
		(anguish)
	I have no choice --

They are almost run over by a stern cohort of twenty
Praetorians who gallop past.  Maximus knows immediately
what this means.

		MAXIMUS
		(suddenly)
	My family?!

A beat.

		MAXIMUS
	What about my family, Quintus?

		QUINTUS
		(quietly)
	They will greet you in the
	afterlife.

Maximus lunges at him -- the Praetorians subdue him --
slamming him with a sword hilt -- knocking him
unconscious.

		QUINTUS
		(quietly, to
		 assassins)
	Take him as far as the sunrise and
	then kill him.

EXT.  FOREST ROAD - DAWN

The four Praetorian assassins lead Maximus along a road.
He sits slumped in his saddle, drained.

		ASSASSIN #1
	All right, this is far enough.

The three other assassins climb from their horses.
Assassin #2 pushes Maximus from his horse.  He falls to
the ground hard.

		ASSASSIN #1
	You two take him down there where no
	one will find him.

		ASSASSIN #3
	Come on, General...

Assassin #3 and Assassin #4 drag Maximus down a densely
forested hill along the road.  Maximus' hands are still
bound in front of him.  He seems totally lacking in any
resistance.

EXT.  FOREST - BELOW THE ROAD - DAWN

Maximus eyes the two assassins as they troop down the
hill away from the road, he notes their sparkling armor.
The armor of men who have never seen real battle.

		MAXIMUS
	Have you ever done this before?

		ASSASSIN #3
	What?

		MAXIMUS
	Killed a man with a sword?

		ASSASSIN #3
	Not like this, exactly... this is
	good, you can stop.

They stop.  They are far down the hill, out of sight of
the road.

		MAXIMUS
	It can be very messy -- you could
	get blood all over your armor.  You
	don't want to hack me up now.  You
	want one clean stroke.

		ASSASSIN #3
	Would you kneel, General?

Maximus kneels, his whole body secretly coiling.  Assassin
#3 stands over him as:

		MAXIMUS
	One good stroke -- you do know
	where, don't you?

		ASSASSIN #4
	Be quiet.

		MAXIMUS
	If you miss the spot there'll be
	blood everywhere.  Quite a spray.

		ASSASSINS #3
	All right, where?

		MAXIMUS
	Here -- you don't want to hit the
	vein on the neck --

Maximus points his bound hands at a spot on the back of
his neck.

		MAXIMUS
	Put the point of your sword here...
	you want one, good blow right at
	this spot --

Assassin #3 dutifully puts the point of his sword on the
spot on Maximus' neck.

A grave mistake.

Maximus instantly grabs the blade of the sword with his
hands and yanks it from Assassin #3 -- EXPLODING up -- his
hands are bleeding but he tosses the sword into the air
and catches it -- swings the sword with brutal efficiency
-- decapitating both assassins --

EXT.  FOREST ROAD - DAWN

On the road above, the other two Assassins are on their
horses, waiting.

They hear a quick yelp from below.  And then nothing.

Assassin #1 nods for Assassin #2 to check on the
execution.  Assassin #2 canters off the road and down the
hill...

EXT.  FOREST - BELOW THE ROAD - DAWN

Assassin #2 canters down the hillside.

He senses movement behind him -- spins around, drawing his
sword -- too late --

Maximus throws a sword -- it flashes through the air --
and into Assassin #2.

EXT.  FOREST ROAD - DAWN

Assassin #1 waits on his horse.  He hears the commotion
below -- spins his horse around just as Maximus bursts to
the road.  He stands with a sword.

Assassin #1 spurs his horse and gallops toward Maximus at
full speed -- Maximus crouches and prepares --

Assassin #1 and Maximus swirl together for an instant --
both slashing brutally --

Assassin #1 continues to gallop past Maximus.  He stops.
He looks down.  A wound in his stomach.  He falls off his
horse.  Dead.

Maximus has also been wounded -- a deep gash on his side.
He fights the pain as he moves toward the horses...

EXT.  FOREST ROAD - DAY

Maximus is galloping through the forest at lightning
speed, leading four horses behind him.  The gash in his
side bleeding.

EXT.  TENT CITY - DAY

A gloomy day.  Emperor Commodus stands before the
assembled Felix Regiment.

The soldiers are already uneasy.  They note Quintus
standing by Commodus, wearing Maximus' seal of office.
Where is Maximus?

		COMMODUS
	Even as the Gods curse this dark day
	with clouds, so too does the sun
	begin to shine forth on a promised
	tomorrow.  Even as we mourn the
	passing of our father, so too do we
	celebrate the coming of a bright,
	new age for Rome.  At my side,
	brothers, you shall pull fresh
	glories from the heavens.  At my
	side, brothers, you shall know the
	adoration of the Gods.  Doubly-dark
	is this day because my friend, your
	noble commander Maximus Meridas, has
	been called to Rome to deal with
	urgent matters of state...

Titus glances quickly to Gallus, whose hand is bandaged
from surgery.  They know this cannot be true.

		COMMODUS
	Until his promised return I
	appointed Quintus Domitian to serve
	in his stead.  I salute you,
	Legionnaires!

		QUINTUS
		(raising his sword)
	Hail, Caesar!

The Felix Regiment responds, many unsure.

		FELIX REGIMENT
	Hail, Caesar!

Commodus strides off and the Felix Regiment slowly
disbands, muttering to one another in confusion.

Titus and Gallus go to Quintus.

		TITUS
	Quintus, what is -- ?

		QUINTUS
		(firmly)
	Don't speak of it.  Never speak of
	it.

He stalks off.  Titus and Gallus, concerned, watch him
follow after Commodus.

INT.  MAXIMUS' TENT - DAY

Lucilla stands in Maximus' tent.  She looks around.  She
gently touches his Lorica Segmentata.  Her fingertips move
along the contours of his armor.  She tries to retain her
neutral demeanor.

She notes his "ancestors" on the small alter.

EXT.  HILLSIDE - NIGHT

Maximus continues to gallop, he is on a different horse.
He leads only two horses now.

EXT.  VINEYARD - DAY

Maximus' home in Spain is beautiful beyond measure.

We see verdant farmlands and vineyards and a spacious
house nestled amid gently rolling hills.

Maximus' eight-year-old SON is in a paddock playing with
his pony.  He stops, sees something.  Over a hill, he can
just glimpse a battle flag, approaching.

He screams with joy and runs toward the flag as he calls:

		MAXIMUS' SON
	MOTHER!  MOTHER!  FATHER'S HOME!

Maximus' WIFE emerges from the house, drying her hands on
a cloth and smiles.

Maximus' Son races toward the flag.  He can just see the
soldiers beginning to appear over the hill.  Not a Roman
Legion at all.  Twenty Praetorians canter over the hill.

Maximus' Son stops, confused.

EXT.  OLIVE GROVE - DAY

Maximus is galloping up a hill, leading only one horse
now.  The horse he is on is exhausted, spent, foam coats
its neck.  It can't make it.

The horse collapses and Maximus falls.  He immediately
leaps onto the remaining horse and continues riding up the
hill.

EXT.  HILLS AROUND VINEYARD - SUNSET

Maximus is racing over the countryside, galloping in a
frenzy.  His wound is bleeding profusely, coating the side
of his horse.

He rears the horse to a stop for a moment.  Over a hill he
can see thick black smoke rising.  He spurs the horse and
gallops over the hill...

EXT.  VINEYARD - SUNSET

And his worst nightmares are realized.

His home and his vineyards have been destroyed.  The earth
has been scorched and his house is still smoldering.  He
rides up to the house and practically falls off the horse.

He pulls himself up and walks past the smoldering debris
of his house, fearing what he knows he will find.

He sees the bodies of servants scattered about in the
ruins.  He sees a Praetorian battle flag.

He continues on, his wound bleeding more with every
tortured step.  He finally stops.  He stares up.

His wife and his son have been crucified and burnt.  They
are nothing more than grotesquely twisted, charred shapes.

Maximus instantly collapses to his knees -- he howls out
his torment in a heartrending keen of despair as he coats
his face in the ashes of his dead world.  He sinks into
unconsciousness, praying for death.

EXT.  VINEYARD - DAY

An unusual jingling sound is heard.  Maximus appears to be
dead, his gaping wound beginning to fester.

The source of the jingling becomes clear when we see the
feet of Bedouin brigands, with delicate anklets, shuffling
around him.  A hand touches his sandals.  Rich sandals.
Another touches his tunic.  Good cloth.

Suddenly Maximus groans.  The hands stop.  He's alive.  A
bit of quick language in an unknown tongue.

Then the hands grab Maximus and drag him away.

EXT.  SLAVE WAGON TRAIN - DAY

Maximus' eyes slowly open --

Inches away from his face -- a lion roars --

Maximus lurches back.

He looks around to realize he is in a filthy slave wagon.
Three other wagons slowly move over the desert landscape.
Exotic animals are caged in pens or led alongside the
wagons:  lions, panthers, zebras, a giraffe.  A dozen
slaves are chained together alongside sacks of spices and
other cargo.  Bedouin slave traders jabber in a surreal
babel of foreign tongues.

And someone is looking at him.  JUBA, a striking African,
is gazing at him impassively as he chews something.  Juba
is also chained.

		MAXIMUS
		(weakly)
	Am I in Hades?

		JUBA
	Yes.

Juba spits what he has been chewing into his hands and
moves to Maximus.

		JUBA
	For your wound...

Maximus stares at him.

		JUBA
		(nods)
	For your wound.

Maximus looks down -- the bloody wound at his side.

Juba carefully places his poultice over the wound --
Maximus hisses in pain -- Juba massages the poultice into
the wound gently as:

		JUBA
	If you die in the wagons they feed
	you to the lions... The lions are
	worth more than we are.  I think we
	are worth more than the zebras
	though.  So they don't feed us to
	them.

Maximus stares at him.  Juba looks down at him with the
barest hint of a smile.

		JUBA
	I'm not sure about the giraffe.

EXT.  SLAVE MARKET - DAY

The heat of Morocco is unlike anything Maximus has ever
known.  Shimmering heat waves undulate over the sand.

The provincial market is bustling like the proverbial
anthill.  Slave traders and dealers and merchants move
around, all talking very quickly and very emphatically.

Maximus, Juba and a number of other slaves are on display,
poked and prodded and fondled.  Their BEDOUIN SLAVE TRADER
sings out their praises to any passers.

The crowd parts almost magically for the dramatic arrival
of PROXIMO.  Proximo is a large man of immense appetites.
He has the ferocious appearance of a true pirate.  Two
slaves follow behind him and impotently swat at flies with
switches.

		SLAVE TRADER
	Proximo, my old friend, see what I
	have for you today -- !

Proximo SLAMS a fist into the Slave Trader's face.  The
Slave Trader sails back.

		PROXIMO
	Those giraffes you sold me won't
	mate!  All they do is run around not
	mating!  YOU SOLD ME EUNUCH
	GIRAFFES!!

The Slave Trader pulls himself up, hugely obsequious.

		SLAVE TRADER
	I will make it up to you, Master.
	It's bargain day for you!  Look,
	look, look -- I have two lions and a
	panther -- hear how they roar for
	you!  "Bring me home, Proximo!"

Proximo examines the animals.

		PROXIMO
	How much for the lot?

		SLAVE TRADER
	For you -- 8,000 sesterces.

		PROXIMO
	For me -- 6,000 sesterces and I want
	to see their balls first.  And you
	throw in those two slaves.

		SLAVE TRADER
		(moves to Maximus)
	What about this one?  Look at the
	arms!

Proximo moves to Maximus.  The Slave Trader forces open
Maximus' mouth.

		PROXIMO
	Good teeth --

Proximo notes the many old battle scars on Maximus' body.

		PROXIMO
	Where did you get those scars?

Maximus doesn't respond.

		PROXIMO
	Are you a soldier?

Maximus doesn't respond.

		PROXIMO
	Do you speak? --
		(he roars back to a
		 slave)
	KEEP THOSE DAMN FLIES OFF ME!
		(back to Maximus)
	He's dying.

		SLAVE TRADER
	1,000 sesterces.

		PROXIMO
	My ass...
		(moves to Juba)
	You throw in this one and we'll make
	it 7,000 sesterces for the whole
	lot.

		SLAVE TRADER
	I have to eat, Master!  He's my
	finest, I couldn't let him go as
	part of the lot for less than 9,000
	total...
		(back to Maximus)
	I tell you this one is prime.  He's
	a Spaniard and killed fourteen of my
	men before he could be subdued!

Proximo looks at Maximus, notes the many battle scars
again.  The scars, and something he senses in Maximus'
eyes, is enough for Proximo to consider it.

		PROXIMO
		(to trader)
	All right, let's see.

The Slave Trader and his colleagues grab Maximus and
bustle him across the market, unlocking his chains.
Maximus has no idea what's going on.

In the center of the market place, a veritable GIANT of a
man sits on a small stool, a wooden sword in his hand.  He
is hunched over and chained to the ground by a ten foot
chain shackled to his ankle.  A think metal helmet is
riveted around his entire head, only long turfs of hair
emerging.  His dim eyes stare listlessly through a slot in
the helmet.

The Slave Trader puts a wooden sword in Maximus' hand and
shoves him toward the Giant.  The Giant stands.  He towers
over Maximus.

The Giant suddenly swings his sword -- he moves with
remarkable quickness -- Maximus makes no attempt to block
the blow -- it sends him flying to the ground.

Maximus pulls himself up.

The Giant moves in and hits him again -- Maximus recoils
-- the Giant hits him again -- Maximus falls.

Maximus pulls himself up.

The Giant moves in again -- he slams him a few more times
-- Maximus makes no attempt to protect himself -- he
falls.

Maximus pulls himself up.

The Giant is about to attack again --

		PROXIMO
		(to Slave Trader)
	That's enough.

		SLAVE TRADER
	STOP!  STOP!

His colleagues race into the ring and haul the Giant away
from Maximus.  The Giant quietly sits back on his stool.

Proximo studies Maximus for a moment and then glances to
the Slave Trader.

		PROXIMO
	I'll give you 500 sesterces.

		SLAVE TRADER
	No -- no -- 1,000!

		PROXIMO
		(laughs)
	Come, don't quibble with your old
	friend.  I'll take the lions, the
	panther, the Numidian and this one
	for 7,000.  And I'll buy you the
	best whore in the town for two
	nights.  She's an enormous mountain
	of flesh who craves a stern hand.

		SLAVE TRADER
	How could I say no to my old friend
	Proximo?

EXT.  PROXIMO'S SCHOOL - DAY

Maximus and Juba are crammed into a wagon with about ten
other slaves, including a very scared and reedy SCRIBE.
Other wagons are filled with exotic animals, including
several lions.

The wagons move through a crowded casbah and are taken
through an imposing set of gates to...

EXT.  PROXIMO'S SCHOOL - COMPOUND - DAY

An open compound in Proximo's school.  On one side of the
compound is a series of cages filled with wild animals of
every description -- including Proximo's two hapless
giraffes.

Proximo's house slaves begin unloading the newly purchased
exotic animals into cages as Maximus and the new slaves
are unloaded.  Heavily armed guards supervise everything.

But Proximo's slaves are having a bit of a problem with
one of the new lions -- it growls and resists them.

Without the slightest hesitation, Proximo thunders to the
lion and grabs it by the mane -- manhandling it into a
cage.

		PROXIMO
	COME ON, YOU FILTHY BEAST!

He kicks the lion in the rear as he shoves it into the
cage.

Proximo's provincial school resembles nothing so much as a
seedy prison.  The fading grandeur of the decaying
battlements and the sweeping North African architecture
only slightly mitigate the brutal feel of the place.

And if Maximus had any doubts as to Proximo's profession
-- all doubts are washed away when he sees the compound.

Twenty GLADIATORS are working out in the compound --
hacking at practice dummies and sparring.  The many
heavily armed guards oversee everything.  The gladiators
stop working out as they see the new slaves enter.  They
eye their potential new opponents warily.

One huge, glowering gladiator -- VIBIUS -- watches with
particular interest.  His eye is quickly drawn to the most
obvious athlete:  Juba.

The new slaves are herded to the middle of the compound
and house slaves immediately begin throwing buckets of
water on them, cleaning them.

Meanwhile, Proximo shrugs off his cloak.  A slave brings
him wine as he give his "welcoming speech" to the new
slaves:

		PROXIMO
	Slaves.  I am Proximo, trainer of
	gladiators.  You live and die at my
	pleasure.  Fight well and you will
	live.  Fight poorly and you will
	die.  It is better to live.

Slaves now toss thick handfuls of powdered lime on the new
slaves -- they cough and clench their eyes shut, the lime
coats and stings their wet bodies.

		PROXIMO
	Here you will be trained in the art
	of combat.  Here you will be given
	the tools to survive.  Please my
	patrons in the arena and all the
	gifts of the world will be showered
	upon you.  Imagine riches beyond
	your paltry dreams of riches!
	Imagine fame beyond your rude
	understanding of the word!  All this
	can belong to the select few who
	prove their worth in the arena.

Slaves throw more water on the new slaves -- washing off
the lime.

		PROXIMO
	If... on the other hand... you
	disappoint me... you will be
	dismembered and fed to my jackals
	limb by limb.

He gazes evenly at his new acquisitions.

		PROXIMO
	And my jackals are always hungry.

He strides off and the guards shove the new gladiators
toward their cells.

INT.  PROXIMO'S SCHOOL - MAXIMUS' CELL - NIGHT

Maximus and Juba share a small, filthy cell.  The cell
door faces the open compound.  Across the compound they
can see the much more comfortable cells of the "star"
gladiators such as Vibius.

They both sit on the floor, leaning against the wall.
Juba is eating a bowl of food with a wooden spoon.
Maximus' bowl and spoon are at his side, he has not
touched them.

		JUBA
	Have you killed a man before?

Maximus does not respond.

		JUBA
	You should eat.  You'll need your
	strength tomorrow.

Maximus does not respond.

		JUBA
	I've never killed a man.  But I
	think you have.

Maximus does not respond.

		JUBA
	I almost killed once.  The Romans
	destroyed my village.  I was with a
	hunting party and when we
	returned... I would have killed
	every Roman in the world.

A long beat.

		JUBA
	If you don't eat you will die.

Maximus does not respond.

A beat.

		JUBA
	In the village I come from there was
	a man once.  He went fishing one day
	and his boat was attacked by
	crocodiles.  One of them ate his
	leg.  He pulled himself to the shore
	and a lion attacked him.  It ate one
	of his arms.  He dragged himself
	through the desert on the way home
	and a scorpion stung his eye.  So he
	only had one eye.  When he reached
	the village I sat with him.  I said,
	"You have lost a leg, an arm and one
	eye.  You must have a mighty will to
	live."  He said, "No, Lord, it's
	just better than the alternative."

Maximus finally looks at him.

		JUBA
	Life is a gift from our fathers to
	us.  Who are you to give it up for
	lack of lifting a spoon?

Maximus does not respond.

EXT.  PROXIMO'S SCHOOL - COMPOUND - NIGHT

Maximus and Juba are being observed.  Proximo stands in
the shadows of the compound and watches intently.

EXT.  SLAVE WAGON - PROVINCIAL STREETS - DAY

Blood appears to be flowing across an oxen's back.  But
the blood is too rich, too red.

The oxen are pulling an open slave wagon through the
crowded streets of the town.  Hanging above the street is
dyed wool drying in the sun.  Vermilion and crimson dyes
drip down and splash across the oxen -- and splash across
the gladiators.

Maximus, Juba, the formidable Vibius are chained in the
back of the wagon.  Also the frightened Scribe.

Proximo and a few of his guards drive the wagon.  Proximo
has an umbrella over him, colored with years of dripping
dyes.

They pass a banner honoring Vibius, the star of Proximo's
stable.

Meanwhile, the terrified Scribe is almost weeping,
chattering nervously to Vibius, chained next to him:

		SCRIBE
	I know nothing of armaments and
	warfare!  I'm a scribe -- I write
	down words!  I can write down seven
	languages --

		VIBIUS
	Be still.

		SCRIBE
	I don't -- how do you hold the
	sword?!  I've never held a sword!

		VIBIUS
	You point the sharp end at your
	opponent and you shove it in his
	guts.

		SCRIBE
	I can't -- I --

He suddenly vomits.

		VIBIUS
		(calling to Proximo)
	Proximo!  You insult me with this
	carrion!  Chain him to someone else!

		PROXIMO
		(calling back)
	Don't worry, noble Vibius, he won't
	be bothering you for long.

The Scribe begins to weep.

The crowds in the street jeer at the passing gladiators.
Occasionally throwing trash at them.  A pack of children
run alongside the wagon, chanting:

		CHILDREN
	Dead guts!  Dead guts!  Dead guts!

Maximus watches the children for a moment and then another
sight draws his attention.  Over some buildings he can see
vultures circling in the distance.

EXT.  PROVINCIAL ARENA - DUGOUT - DAY

In the cramped holding area of the arena, a dugout beneath
the stands, Maximus and the other gladiators are waiting.

Proximo walks before them, giving a final "pep talk."  He
gazes at them evenly, his eyes going from face to face.

		PROXIMO
	Some of you say you can't fight, you
	won't fight... They all say that...
	But one day you will pick up a sword
	and thrust it into another man.  And
	the crowd will cheer you and love
	you.  And you will love them for it.
	On that day... you will be a
	gladiator.

He stops at Maximus.

		PROXIMO
	In this life, we all die.  All we
	can choose is how we die.  And how
	we are remembered.  Be remembered
	proudly.

Drums are heard from the arena.  Proximo nods to a waiting
blacksmith.

The blacksmith begins slamming shackles on the gladiator's
wrists -- chaining them together in teams of two by a
chain about four feet long.

The blacksmith is about to chain Maximus to the Scribe.

		PROXIMO
	No...
		(he points to Juba)
	... give the Spaniard to him.  Give
	the Scribe to Vibius.

Proximo nods to Vibius, who, for reasons we shall soon
see, makes no protest to being chained to the whimpering
Scribe.

Proximo watches the blacksmith shackle Maximus and Juba
together and then strides off.

		JUBA
		(to Maximus)
	Are we going to fight each other?

EXT.  PROVINCIAL ARENA - DAY

Proximo sits in a box with several other GLADIATOR
TRAINERS.  They drink wine and eat constantly.  A
perpetual chatter of wagers and odds and side bets.

The arena is only sparsely attended this day.

		PROXIMO
	Make it 600 sesterces for each
	decapitation.

		TRAINER #1
	How many strokes?

		PROXIMO
	Two.

		TRAINER #1
	For the great Vibius, one stroke.

		PROXIMO
	Done.  400 sesterces for two
	strokes.

In the arena:

Proximo's chained teams enter the arena, five teams.
Maximus and Juba are chained together.  Some of the small
crowd cheers for Vibius.  He acknowledges the cheers.  He
is chained to the weeping Scribe.

In the box:

Trainer #1 laughs.

		TRAINER #1
		(re: Vibius)
	Who's he with?

		PROXIMO
	A Greek Scribe.

		TRAINER #1
	I'll raise the wager.

		PROXIMO
		(smiles)
	Give me odds, friend.

In the arena:

From the opposite end of the arena a dozen armored, very
scary Andabatae thunder into the arena.  Some of the crowd
cheers.

The Andabatae immediately race for the chained teams and
the battle is on.

Vibius spins into action -- dragging the weeping Scribe
after him as he circles opponents and fights -- the Scribe
is almost instantly killed -- Vibius immediately hacks
through the Scribe's wrist and frees himself, as Proximo
surely intended.  Vibius is now free to fight alone,
swinging the chain as an additional weapon.

Juba's eyes dart everywhere as he tries to move with
Maximus -- Maximus neither helps nor hinders -- allowing
Juba to pull him along --

Proximo, now that his star Vibius is safe, watched Maximus
and Juba closely.

Juba fights well, with a strange elegance, his body
flowing like liquid -- but he is inexperienced.  He
strikes a few blows and then tries to move away -- finally
he is in trouble -- cornered -- a huge Andabata is slicing
at him -- it is a desperate battle -- Juba is losing --
his sword is slammed away -- the Andabata raises his sword
for the kill --

And Maximus strikes.

With a sudden roar he EXPLODES into action -- he swings
past Juba and blocks the blow meant for Juba -- then he
slashes the Andabata -- killing him -- he pulls Juba after
him as he fights --

It is a dazzling display of Maximus' skill -- he moves
through the Andabatae at amazing speed -- spinning around
Juba and protecting him -- slashing ruthlessly -- pulling
Juba after him and commanding the battle -- Juba recovers
a sword and they fight together.

In the box:

Proximo watches, smiles.  A gladiator is born.

EXT.  ROME - WAGON - DAY

SENATOR GRACCHUS, an imposing, moral and corpulent man in
his 60's, is riding in a luxurious wagon with Senator
Gaius.

And CAPTAIN MARCELLUS, the handsome Head of the Roman City
Guard.

Their wagon slowly maneuvers through the crowded streets
of Rome.  The cosmopolitan bustle of the great urban
center is everywhere around them.

		GRACCHUS
	We have plague in the Hebrew Quarter
	and it is spreading... we have
	looting at the granaries... we have
	so much filth in the Tiber that the
	water is undrinkable... we have
	Praetorian Guard units that are
	demanding protection payments from
	the merchants at the exchange --

		MARCELLUS
	My City Guard units have tried to
	curtail these excesses but no
	constabulary can police the entire
	city.  And the Praetorians outnumber
	us two to one.

		GRACCHUS
	Rome dies as the Emperor plays at
	beneficence.  At least Nero gave us
	music!

		GAIUS
	Do you think he'll listen to us?

		GRACCHUS
	It is his duty to hear the will of
	the Senate.

Their wagon stops -- hopelessly stuck in a massive traffic
jam of chariots, wagons and sedan chairs.

		GRACCHUS
	Not to mention the damn traffic!

INT.  PALACE - THRONE ROOM - DAY

Emperor Commodus is standing before a group of male
children and their tutors in his throne room.

The throne room is still very much the province of his
father.  Manuscripts and astronomical charts and papyrus
scrolls and wax tablets litter the heavy desk.  A large
bust of Marcus Aurelius is in one corner.

Lucilla and Senator Falco are present.  So too Senators
Gracchus and Gaius and Captain Marcellus.

A well-rehearsed child presents Commodus with a laurel
wreath.

		CHILD
	We honor Caesar with the laurel to
	show our love and appreciation for
	his benevolence.

		COMMODUS
	Caesar is honored to accept your
	tribute, Citizen Scholar.

The child smiles and moves back to his fellows.

		COMMODUS
		(to all)
	It is the most sacred duty of the
	Emperor to oversee the education of
	the young.  If I could leave no
	other legacy than the scholarship of
	all children my life would be
	blessed.  Tutors, you hold the
	future of Rome in your hands.  Teach
	them well so that they will bring
	honor to the Empire.  I salute you.

Commodus actually bows before them, an unimaginable honor.

The tutors bow in response and herd the children out.

		COMMODUS
	Look at them, Senators... my truest
	gift to Rome.

		GRACCHUS
	Darling children, to be sure, now if
	I may proceed?

		COMMODUS
		(sighs)
	Very well...

Commodus moves to the desk, standing over it and gazing at
Marcus' scrolls as:

		GRACCHUS
	Caesar, your presence in Rome is an
	invaluable opportunity to begin
	correcting some of the ills that
	have beset the city since your
	father went to the wars.  We would
	like to --

		COMMODUS
	Peace, good Gracchus, peace...

Commodus slowly begins pushing Marcus' papyrus scrolls off
the desk to the floor, one by one, as:

		COMMODUS
	My beloved father was a careless
	shepherd to his flock.  I shall be a
	good father to my children.  I shall
	remain in Rome and show them how
	they are loved.

		GRACCHUS
	With respect, sire, the people don't
	need love -- they need law.  The
	Senate has prepared a series of
	protocols to begin addressing the
	corruption in the city --
		(Gaius hands him a
		 scroll)
	-- starting with basic sanitation in
	the Hebrew Quarter.  If Caesar could
	study this and --

		COMMODUS
	You see that's the very problem,
	isn't it, my old, old friend?  My
	father spent all his time at study.
	At books and learning and
	philosophy...

As Commodus speaks he moves to the chair behind the desk,
tries it, doesn't like it, nods to a slave.  The chair is
whisked away.

		COMMODUS
	He spent his twilight hours reading
	scrolls from the Senate.  All the
	while, the people were forgotten.

		GRACCHUS
	The Senate is the people.

		COMMODUS
	I doubt many of the people eat so
	well as you do, Senator Gracchus...

As Commodus speaks he moves to the bust of Marcus, studies
it, doesn't like it, nods to a slave and the bust is
whisked away.  Lucilla watches this closely.

		COMMODUS
	I doubt many of the people have such
	splendid armor, Captain Marcellus.
	Or such fine mistresses, Senator
	Gaius.  No... only their true father
	knows what the people need.  I shall
	show them they are loved.  I shall
	hold them to my bosom and embrace
	them tightly --

		GRACCHUS
	Have you ever embraced someone dying
	of plague, sire?

Commodus stops.  Looks at him.  A lethal moment.

		COMMODUS
	No.  But if you interrupt me one
	more time I assure you that you
	shall.  I will emulate the immortal
	Caesars of the past.  I will give
	the people what they truly want.
	Starting this day I will draw all of
	Rome to the Colosseum.  I will give
	them bread.  And they will want
	nothing more.

Startled looks between Gracchus, Gaius and Marcellus.

		GRACCHUS
	You want to hold games?

		COMMODUS
	Not just any games, Senator!  A
	series of games that will make the
	Gods envious and leave my children
	happy!  I will subsidize the arena
	from this day forth -- and I will
	culminate this celebration in a
	great spectacle the likes of which
	the world has never seen!  A great
	spectacle to honor my father!
	Magnificent, unending weeks of
	festivity all in the name of Marcus
	Aurelius!

A beat.

		GRACCHUS
	If I may, Caesar... how are you
	going to pay for this?

		COMMODUS
	That is not your concern.

Gracchus ignores a warning look from Gaius.

		GRACCHUS
	Respectfully, sire, taxation and
	import duties are the exclusive
	province of the Senate --

Commodus spins on him so quickly and with such feral
violence that everyone is shocked --

		COMMODUS
	MY FATHER DESERVES TO BE HONORED AND
	I WILL HONOR HIM! -- AND THE PEOPLE
	WILL LOVE ME! -- AND THE SENATE WILL
	OBEY ME OR EVERY ONE OF YOU WILL
	BURN!  BURN!  BURN! -- I WILL HAVE
	ORDER!

He snarls like a great jungle cat and he stalks away.
Senator Falco quickly follows.

A dreadful silence.

Then:

		LUCILLA
	Gentlemen, in the future do not
	concern my brother with these
	matters.  Come to me.

She sweeps out.

A beat.

		MARCELLUS
	Games?  He wants to hold games?

		GAIUS
	It's madness.

		GRACCHUS
	No... it's not...

A beat.

		GRACCHUS
	He knows who Rome is.  Rome is the
	mob.  He will conjure magic for them
	and they will be distracted.  And he
	will takes their lives.  And he will
	take their freedom.  And still they
	will roar.  The beating heart of
	Rome isn't the marble of the Senate.
	It's the sand of the Colosseum.  He
	will give them death.  And they will
	love him for it.

INT.  PROVINCIAL ARENA - DUGOUT - TUNNELS - DAY

Maximus is marching relentlessly through the dugout and
cramped, serpentine trench-like tunnels that lead to the
arena.

We don't really see Maximus well in the dark tunnels.

Proximo scurries to keep up with him -- they brush past
gladiators who line the walls.  Some are wounded, some are
being attended to by surgeons, some are shell-shocked,
some are nervously waiting to go on, whispering prayers.

We twist and turn in the tunnels with Proximo and Maximus
as:

		PROXIMO
		(quickly)
	I've wagered on you against the
	Celts -- ignore the others and go
	for them -- there are two axe-and-
	net and two long spear.  Now the
	Celts aren't used to the sun so you
	have the advantage there...

The roar of the crowd is growing, they are nearing the
arena...

		PROXIMO
	And keep them moving, their lungs
	aren't strong, ground the spears as
	soon as you can and then go for the
	ax-men.  If you get all four there's
	an extra bonus so don't be
	distracted by the Spartans...

Without a word to Proximo, or a moment's hesitation,
Maximus strides into the arena.

EXT.  PROVINCIAL ARENA - DAY

We continue with Maximus as he strides into the roaring
arena.

We finally see him in the blazing sunlight -- he wears
traditional gladiator armor and now has longer hair and a
beard --

A battle is already in progress, fighting and dead and
dying gladiators crowd the arena --

We stay with Maximus as he wades through his opponents,
fighting them heroically, slashing through them without
stopping --

The large crowd cheers mightily -- chants of "Spaniard!
Spaniard!  Spaniard!"

We stay with Maximus as he cuts through the four Celts
like a scythe through wheat and then we dramatically pull
up and away --

Taking in the roaring arena and the hero.

EXT.  PROXIMO'S SCHOOL - COMPOUND - NIGHT

A large mess area has been set up.  The tables around the
compound are crowded with gladiators.  Guards everywhere.

Maximus and Juba enter.  Move to get food.  All
conversation gradually drains away as the other gladiators
watch them.  Silence.

Maximus and Juba note the strange silence as they move to
a large table.

Vibius is at the table with a number of other gladiators.
There are no places for Maximus and Juba.

Vibius stands and kicks two other gladiators off their
bench.

		VIBIUS
	MOVE ASIDE!  THIS IS A TABLE FOR
	MEN!

Maximus and Juba sit.

Vibius remains standing.  He begins to pound on the table
with his fist.  Soon all the gladiators are pounding on
their tables.  It is a cacophonous din honoring Maximus.

INT.  PROXIMO'S SCHOOL - PROXIMO'S CHAMBER - NIGHT

Proximo sits on a terrace overlooking his compound,
sipping wine.  Various gladiators can be seen working out
below.

A guard brings Maximus.  Proximo nods for the guard to
leave.

		PROXIMO
		(holding up a plate)
	Butterfly?

The plate is filled with honeyed butterflies, their wings
still moving slightly.

Maximus shakes his head.  Proximo pops one into his mouth.
He chews as he looks at Maximus.

		PROXIMO
	Perhaps you'd like a woman?

Maximus shakes his head.

		PROXIMO
	Boy?

Maximus shakes his head.

A beat.

		PROXIMO
	Gold?

Maximus shakes his head.

		PROXIMO
	Well, I have nothing left to offer
	you!  A man who turns down a
	butterfly, a woman, a boy and gold
	confuses me.  Personally, I'd grab
	them all and then grab some more
	because the Gods are fanciful and
	take us at their whim.  Does the
	Spaniard have any needs?

Maximus shakes his head.

A beat.  Proximo studies him.

		PROXIMO
	You fight like a soldier.  You have
	wounds like a soldier who has been
	on long campaigns.  You eye the
	world around you like an enemy.
	What is your name, Roman soldier?

		MAXIMUS
	Gladiator.

A beat.

		PROXIMO
	And nothing more?

		MAXIMUS
	Nothing more.

A beat.

Proximo watches Maximus very closely for the following:

		PROXIMO
	In two days we leave for Rome.

Maximus' eyes suddenly flash to Proximo.  He is
transfixed, his eyes burning.

		PROXIMO
	Ah... so it's Rome you want.  Well
	you shall have her, Gladiator.  The
	new Emperor has ordered a series of
	matches to culminate in a grand
	spectacle.  If you do well I shall
	become very, very rich.  If you do
	well enough I shall set you free.
	Is it freedom you want?

A beat.

Maximus shakes his head.

		PROXIMO
		(quietly)
	Not even that.

		MAXIMUS
		(barely controlled)
	The Emperor -- will he be there?

		PROXIMO
	Oh yes.  He's apparently quite mad
	about the games.  Spending a
	fortune, which is, needless to say,
	good for me again.  But what is good
	for you, Gladiator?

		MAXIMUS
	Have you -- how does one meet the
	Emperor?

		PROXIMO
	As a gladiator?

		MAXIMUS
	Yes.

		PROXIMO
	One doesn't.

A beat.  Proximo sees that Maximus' mind is racing.

		PROXIMO
	Except... If one has proven oneself
	in battle.  If at the end of the
	games you are the final man standing
	-- the Emperor will present you with
	a small wooden sword.  The sword is
	your freedom.

		MAXIMUS
	He give it personally?

		PROXIMO
	He did to me...
		(Maximus is surprised
		 at this)
	Our great father Marcus Aurelius
	looked into my eyes and touched me
	on the shoulder.

		MAXIMUS
	You knew Marcus?

		PROXIMO
	I didn't know him.  He touched me on
	the shoulder.  Just once.  But that
	was enough.

A beat.

		PROXIMO
	All right, Gladiator.  We shall go
	to Rome together and have bloody
	adventures.  The Great Whore will
	suckle us until we are fat and happy
	and can't suck another drop.  That
	is Rome.

INT./ EXT.  SLAVE WAGON - OUTSIDE ROME - EVENING

Maximus is crouched in the back of an enclosed slave wagon
with Vibius, Juba and a few other gladiators.

In the distance, Rome.

INT.  PALACE - COMMODUS' BEDROOM - NIGHT

Commodus sits on his bed, rubbing his aching head.
Lucilla is preparing a drink for him, a medicinal tonic.

		COMMODUS
	All my desires are splitting my head
	to pieces -- there's so much I want
	to do -- but all my efforts to show
	my children they are loved go
	unappreciated by those dragons in
	the Senate --

		LUCILLA
		(mixing tonic)
	Quiet, brother...

Unseen by him, she adds a little special powder to the
drink from a vial secreted in her robe.

		LUCILLA
	Leave the Senate to me.  Don't
	trouble yourself.

		COMMODUS
	All I want is to be a good father to
	my people.  Why don't they
	understand that?

She goes to him.

		LUCILLA
	Shhh.  The tonic will help...

She takes a sip and then hands it to him.

		LUCILLA
	Yes, just drink this down.

She sits on the edge of the bed.  He drinks as:

		COMMODUS
	I must take a firmer hand with them.
	They must know their father can be
	firm.  As our father was firm with
	us.

		LUCILLA
	Our father lost his way.  His
	mistake was believing the old songs
	of the "Republic."  We know better.
	So let the Senate talk.  They have
	no real power.

		COMMODUS
	Yes... yes... you always know the
	way.  You were always so wise in
	these matters...
		(he takes her hand)
	You know if I didn't have my duty to
	Rome I think I should be an artist.
	I should go away and paint pictures
	of the sea and leave all the
	politics to you...

A beat.  He is sleepy, he lies back on his bed.

		COMMODUS
	Will you stay with me?

		LUCILLA
		(smiles gently)
	Still afraid of the dark, brother?

		COMMODUS
	Still.  Always.

A beat.

		COMMODUS
	My dreams would terrify the world.

A beat.

		LUCILLA
	I'll stay with you until you are
	asleep.

		COMMODUS
		(falling asleep)
	And after... just sit with me.  Keep
	me safe...

He is asleep.

She watches him for a moment and then rises.

She goes.

INT.  PALACE - HALLWAY - NIGHT

Lucilla moves down a long corridor in the palace and blows
out candles as she goes.

She finally arrives at her own chamber and enters...

INT.  PALACE - LUCILLA'S CHAMBERS - NIGHT

Senators Gracchus and Gaius and Captain Marcellus are
waiting.

		LUCILLA
	He's asleep.  Be quick.

		GRACCHUS
	We've taking a sounding, the Senate
	is with us.

		LUCILLA
	Good.

		GRACCHUS
	But we are only words.  We are air.
	We need steel.

		MARCELLUS
	The City Guard is faithful to the
	Republic.  But we don't stand a
	chance against the Praetorians.

		LUCILLA
	Can they be bought?

		MARCELLUS
	They are zealots -- totally
	committed to your brother.

		GRACCHUS
	Well, can they at least be rented
	for a day?

		MARCELLUS
	I doubt it.  He pays them exorbitant
	salaries and lets them loot and
	extort as they see fit.  The city
	belongs to them.

		LUCILLA
	And they've started arresting
	scholars now.  Anyone who dares
	speak out -- even satirists and
	chroniclers.

		MARCELLUS
	And mathematicians and Christians.
	All to fill the arena.

		GAIUS
	And what pays for it?  These games
	are costing a fortune and yet we
	have no new taxes.

		LUCILLA
	The future.  The future pays for
	it...

A beat.  She looks at them.

		LUCILLA
	He's started selling the grain
	reserves.

		GAIUS
	No.

		MARCELLUS
	That can't be true...

		LUCILLA
	He's selling Rome's reserves of
	grain.  The people will be starving
	in two years.  I hope they are
	enjoying the spectacles because soon
	enough they will be dead because of
	them.

		MARCELLUS
	Rome must know this.

		LUCILLA
	And who will tell them?!  You,
	Marcellus?  You, Senator Gaius?
	Will you make a speech on the Senate
	floor denouncing my brother?  And
	then see your family in the
	Colosseum?  What town-crier would
	dare?

A long beat.

		LUCILLA
	He must die.

A beat as her words sink in.

		GAIUS
	The Praetorians would only seize
	control themselves.

		LUCILLA
	No -- cut off the head and the snake
	cannot strike.

		GRACCHUS
	Lucilla, Gaius is right.  Until the
	City Guard can neutralize the
	Praetorians we can accomplish
	nothing.

		MARCELLUS
	And I haven't enough men.

		LUCILLA
	What about the army?

		GAIUS
	No Roman army has entered the
	capital in a hundred years.

		LUCILLA
	So we do nothing?!

A door opens, a voice...

		LUCIUS' VOICE
	Mother...

An eight-year-old boy stands in a doorway, sleepy.  He is
LUCIUS, Lucilla's son.

		LUCIUS
	I heard voices...

		LUCILLA
		(going to him)
	It's all right, darling, you --

Lucius suddenly notices Senator Gracchus:

		LUCIUS
		(running to Gracchus)
	Senator!  What did you bring me?!

He leaps onto Gracchus -- Gracchus laughs and pulls
something from his robe.

		GRACCHUS
	For you prince Lucius... a sea
	monster!

Gracchus gives Lucius a beautifully painted toy of a sea
serpent.

		GRACCHUS
	Off the coast of Achaea they grow
	twenty times this size, with
	snapping teeth to devour any nasty
	Praetorians they come across... now,
	where is Achaea?

		LUCIUS
	Below Macedonia!

		GRACCHUS
	Show me on the map.

Lucius runs to a map and stabs his finger at Achaea.  We
sense this is an old game between them.

		LUCILLA
	Lucius, you go in now, I'll be in
	shortly.

		LUCIUS
		(to Gracchus)
	Thank you, Senator Mountain!

		GRACCHUS
	You're welcome, Prince Anthill!

Lucius goes.  Lucilla shuts the door after him.  A moment.
She turns to the others, a deep anguish in her eyes.

		LUCILLA
	What are you going to do?

Gracchus goes to her, holds her.

		GRACCHUS
	Peace child... One dark night the
	Gods will light our path.  They will
	give us the voice we need.  Have
	faith in that.  Have faith.

INT./ EXT.  ROMAN STREETS - SLAVE WAGON - NIGHT

Maximus cranes for a sight of the Eternal City through a
hole in the wooden slats that cover the slave cart.

He can see only glimpses of Rome as they pass.  But the
images are not what he expected.  Alongside the undeniable
glory of the city, the madness and disease Marcus Aurelius
spoke of are readily apparent.

Maximus sees flashes of plague victims being tossed on
carts heaped with bodies -- he sees getting and spending
and commerce everywhere -- he sees fascist Praetorian
Guard units trooping past -- he sees the magnificent
architecture of the city -- he sees starving children
begging from filthy gutters -- he sees rich citizens out
for a stroll -- he sees a swirling combination of
sophistication and depravity, of civilization and
corruption.

He sits back in the cart, deep in thought.  Vibius looks
at him.

		VIBIUS
	Not what you expected?

		MAXIMUS
	No.

		VIBIUS
	Rome is nothing but a slaughter
	house.  And we are the meat.

EXT.  PROXIMO'S COMPOUND - NIGHT

The slave wagon pulls up to Proximo's rather grand Roman
compound.  Guards unlock imposing gates and the wagon
drives in...

EXT.  PROXIMO'S COMPOUND - COURTYARD - NIGHT

Inside the gates is a large courtyard, much like Proximo's
Moroccan school but much more impressive.  A fountain with
an enormous statue of the war god Mars is central in the
courtyard.

The gladiators climb from the wagon, stretching after the
long journey.  Vibius leads Maximus and Juba to the
statue.  He wades through the fountain and kisses the toe
of Mars.

		VIBIUS
	Tradition.  He watches over us.

Juba steps up and kisses the toe.

		VIBIUS
		(to Maximus)
	Oh go on, it won't kill you.

Maximus kisses the toe as well.

		PROXIMO
		(calling to them)
	Stop that!  You'll get some
	monstrous disease and then you'll be
	worth nothing to me!

Guards come and lead them to their cells, which line one
side of the courtyard.

INT.  PROXIMO'S COMPOUND - CELL - NIGHT

Later.  Maximus and Juba again share a cell.  It is more
comfortable than their cell in Morocco, befitting Maximus'
new status as one of the "stars."  A high, barred window
on one wall opens to the city.  Another barred window is
directly over them, twenty feet above.

Maximus pulls himself up to the side window, he looks out.

And sees at last... The Colosseum.

It is a breathtaking sight.  Monolithic Albert Speer-like
columns of light shine up from the Colosseum.  It seems to
illuminate the whole city and the heavens above.

Maximus drops back to the floor.

		JUBA
	Do you think it will be much
	different?  Here in Rome?

		MAXIMUS
	Bigger arena.  Same killing.

A beat.

		JUBA
	Are you scared for tomorrow?

		MAXIMUS
	No.

A beat.

		JUBA
	Me too.

A beat.

		JUBA
	I never though it would be so easy
	to kill.

A beat.

		JUBA
	So you're finally home.

		MAXIMUS
	This isn't my home.

		JUBA
	For all Romans... this is home.

A beat.

		JUBA
		(quietly)
	Among my people we honor the soil of
	our home.  Our ancestors are in that
	soil.  All their dreams live there.
	I will never see my home again.  The
	soil is dead and no one honors them,
	so the dreams die.

A beat.

		MAXIMUS
	Perhaps one day you'll return.

Juba looks at him.

		JUBA
	How can I go back?  I am not what I
	was.  When a man kills for no
	reason, he has lost himself.

A long beat.

Juba leans his head back and quietly begins to sing.  A
haunting lament in his native tongue.

EXT.  COLOSSEUM - DAY

A flurry of images from around the Colosseum, the energy
mounting.  At this point we see practically nothing of the
inside of the Colosseum:

Slaves are balancing high above the empty arena.  They are
on ropes unrolling huge rolls of muslin; sun tarps that
provide shade below...

Merchants open stalls in the curved arcade around outside
of the Colosseum.  They sell everything from food to magic
elixirs, from toys to aphrodisiacs.  They immediately
start declaiming and demonstrating the virtues of their
products...

Gangs of whores of both sexes trawl the streets.  They
have bizarrely-colored hair and elaborate makeup...

Citizens begin arriving, pushing past the vendors and the
pickpockets.  We see whole families with picnic lunches...

Ferocious animals are brought into the Colosseum in barred
cages...

In the busy arcade, barbers and blood-letters practice
their craft alongside exotic alchemists, fire eaters and
contortionists...

Richer citizens arrive in sedan chairs and chariots, they
feign indifference to the hooting mob...

Mounted City Guard police units try to retain some
order...

Gamblers crowd betting booths and haggle mercilessly...

Finally, we see Maximus and the other gladiators in a
slave cart.  Maximus watches everything as the slave cart
disappears into the Colosseum...

INT.  COLOSSEUM - ROUTE TO HOLDING CELLS - DAY

The interior of the Colosseum is a busy world unto itself.

Maximus and the others are lead by Proximo's guards down a
long ramp and past countless animal cages.  Gamblers
circulate everywhere and observe the warriors, angling for
the best odds and the best matches.

Maximus and the others are led even deeper into the bowels
of the Colosseum to a new whole subterranean realm.
Numerous cells line the walls.  Racks and racks of
weaponry and armor.

And, most striking, everywhere around them is the heavy
machinery of the spectacles above.  Huge "elevator"
platforms and ramps and pulleys and counterweights are
manned by teams of sweating slaves.

INT.  COLOSSEUM - HOLDING CELLS - DAY

Finally, Proximo's guards lead the gladiators to their
holding cells.  These cells are right at the edge of the
arena.  Barred windows offer a sand-level view of the
action.

Maximus immediately goes to a window and looks out.

He cannot see much of the entire arena, but what he does
see transfixes him.

A band of Christians are huddled together.  An eerie
silence from the Colosseum but for the prayers of the
Christians.

Maximus watches them.  One little girl peels past her
mother's arm.  She sees Maximus.  She smiles.

Suddenly a dozen ferocious lions race up a ramp by Maximus
-- they roar into the arena --

We do not see the carnage.  We watch Maximus' face as we
hear the sounds of the slaughter.

And the sound of the roaring crowd.

Maximus finally cannot watch.  He drops his head.

INT.  COLOSSEUM - TRAINER'S LAIR - DAY

Proximo is with a dozen other gladiator trainers and the
Colosseum's orator and majordomo, CASSIUS.  They are
haggling in an secluded area not far from the arena
itself.  Huge chalkboards chart the day's matches and
wagers and odds.

Colosseum touts continually erase and mark new figures on
the chalkboards to keep up with the swiftly changing
bouts.

The roar of the lions and the unnerving screams of the
Christians can clearly be heard.

		CASSIUS
	... and the Emperor will have no
	more animal battles today --

Upset roars from some of the trainers.

		TRAINER #1
	You promised me a bear match,
	Cassius!

		TRAINER #2
	I have ten damned gorillas!  You
	said gorillas yesterday!

		CASSIUS
	Talk to the man in the imperial box.
	Who has the next slot...?
		(he checks the
		 boards)
	-- Lentulus, Gideon, Trebonius and
	Proximo --
		(to Proximo)
	-- Nice to have you back, you
	piratical bastard -- now listen, the
	Emperor wants the Carthage
	spectacle.

The four trainers explode in a flurry of resistance --

		PROXIMO
	No -- have pity, Cassius -- !

		TRAINER #3
	My men are too good for -- !

		CASSIUS
	You give us the Carthage match or
	lose your spot on the rotation --
	but don't worry -- gold is flowing
	from the Emperor's fingers.

		TRAINER #3
	It'll cost you --

		PROXIMO
	I won't do it for less than 100,000
	sesterces -- !

		TRAINER #4
	120,000!  All I have is my best
	Thracians!

		CASSIUS
		(to Proximo)
	And I want to see this famous
	Spaniard of yours -- his reputation
	soars from the provinces.  The
	people are eager for him --

		PROXIMO
	I won't throw my Spaniard into a
	spectacle!  Damn you and damn the
	rotation!

		CASSIUS
	You will and the price will be
	90,000 sesterces each --
		(to all)
	-- which you all know is exorbitant
	-- AND IF YOU EXTORTING BLOOD-WHORES
	TRY TO PAWN OFF LESSER FIGHTERS ON
	ME I WILL SEE YOU DEAD IN THE ARENA
	TOMORROW!

		TRAINER #4
	My Thracians are worth -- !

		CASSIUS
	Give me your best, brothers.  They
	die before Caesar.

He strides back to the arena.  The touts instantly begin
making new marks on the boards to represent the mysterious
"Carthage Spectacle" as some of the trainers hurry out.

Proximo walks with Trainer #4:

		PROXIMO
	I give you 30,000 my Spaniard will
	kill at least one of your Thracians.

		TRAINER #4
	30,000?!  On a Spaniard?!  That
	provincial sun has curdled your
	brain!

		PROXIMO
	Then make the wager, you smug
	bastard!

They disappear down a dark corridor, negotiating all the
while.

INT.  COLOSSEUM - HOLDING CELLS - DAY

Maximus, Juba, Vibius and another of Proximo's gladiators
are being armed.  They all wear mask-like helmets.

Proximo hurries to them.

		PROXIMO
	All right -- there are three other
	teams, four men each --
		(to Maximus)
	You know what a Thracian looks like?

		MAXIMUS
	Yes, but --

		PROXIMO
	Ignore the others -- go for the
	Thracians.  The sun is to the east
	-- over the gate -- keep your back
	to the gate and you won't have the
	sun.

		MAXIMUS
	What -- ?

Trumpets begin sounding from the arena.

		PROXIMO
	Hurry -- !

The guards quickly bustle the four toward a gate leading
to a dark tunnel to the arena.

		PROXIMO
	Die well and we'll sing songs about
	you for a generation.

Short swords are shoved into their hands and the gate
rises.  They are pushed into the dark tunnel leading to
the arena.  The gate closes behind them.

The four gladiators stand for a moment and then slowly
walk down the tunnel to...

EXT.  COLOSSEUM - ARENA - DAY

At last we see it.

The mighty Colosseum Arena.

Nothing we could have possibly imagined could have
prepared us for the sight of the thousands and thousands
of screaming spectators, the row after row of cheering
faces.

It is staggering.

But for Maximus none of this exists.  His full attention
is focused on one spot alone.  The Imperial Box.

He can see Commodus and Lucilla sitting in the box.  The
box is elevated fifteen feet above the arena floor at the
top of a sheer black marble wall.  A cohort of fifty
imposing Praetorian Guard Archers surround the box.
Commodus' personal Body Guard of six Centurions actually
stand in the box itself, eyes constantly watching like
modern Secret Service agents.

Commodus is untouchable.

Meanwhile, three teams move from different entrances to
the arena.

As Cassius orates to the crowd:

		CASSIUS
	This day we reach back to hallowed
	antiquity to bring you... THE FALL
	OF MIGHTY CARTHAGE...!
		(the crowd cheers)
	... On the barren armies of the
	barbarian Hannibal!  Ferocious
	mercenaries and warriors of all
	brute nations bent on merciless
	conquest!  Your Emperor is pleased
	to give you... THE BARBARIAN HORDE!

He gestures to the gladiators in the arena.  The crowd
laughs, jeering the "barbarians."

The drummers begin pounding out a more insistent, heroic
beat.

		CASSIUS
	But on that illustrious day the Gods
	sent against them Rome's greatest
	warriors...!  The very life-image of
	nobility and glorious valor... who
	would on this day, and on these same
	arid Numidian deserts, decide THE
	FATE OF THE EMPIRE... Your Emperor
	is pleased to give you... THE
	LEGIONNAIRES OF SCIPIO AFRICANUS!!

The crowd EXPLODES in cheers as the huge doors at one end
of the arena suddenly burst open and ten chariots thunder
in --

Each chariot has a driver and an archer, both dressed in
theatrical versions of the familiar Roman Lorica
Segmentata.

A chaos of dust -- and the battle is on --

The chariots zoom around the arena -- the archers keeping
up a deadly hail of arrows.

Maximus immediately dives onto a passing chariot and kills
the charioteer and archer -- he dramatically leaps from
the front of the chariot to a lead horse and cuts it free.

And Maximus takes control, we see the General of the Felix
Regiment gloriously alive again as he barks out orders and
leads his gladiators in battle.  They follow him
faithfully, his stern commands unquestioned.

His strategies are quick and smart, he makes the
gladiators work together.

This kind of slaughter could last for hours...

We see flashes of the endless battle... Maximus races on
his horse past another chariot, kills the driver, the
chariot smashes into a wall... the sun sinks lower, the
shadows on the sand lengthen... areas of the sand are
swamps of blood, Juba slips, pulls himself up fighting...
Maximus uses Vibius to create a diversion, two chariots
collide... the crowd roars... a gladiator is dragged
between a chariot and the side wall of the arena... the
drummers pound out their relentless tattoo...

Finally...

Maximus is on his horse across from the final chariot.

We can see that Juba and Vibius and a few other gladiators
are still alive.  The rest of the arena is polluted with
the dead and injured.

Maximus spurs his horse and gallops toward the final
chariot -- the charioteer whips his horses and zooms
toward Maximus --

The crowd is breathless -- watching the final battle --

Maximus and the chariot speed toward each other -- like
Medieval jousters --

And collide in a flashing explosion of steel --

Maximus sails from his horse -- as the charioteer sails
from his chariot --

Maximus lands hard but quickly pulls himself up, he races
to the final charioteer.  The charioteer is defeated but
not dead.

Maximus glances around, all his opponents are defeated.

He stands over the final charioteer.  Then he simply
tosses down his sword.

The crowd is stunned by this strange act of mercy.  But
then an enormous roar grows from the crowd -- wave after
wave of adulation for the hero of the day.

Maximus looks around, taking it all in.

Then he turns to the Imperial Box.

Maximus slowly walks to before the the Imperial Box.  The
Praetorian Archers immediately raise their bows, pointing
down at him.

Maximus glares up at Commodus through his helmet mask.
Commodus returns his gaze, curious.

The crowd is intrigued, growing quiet.  What is going on?

Then Maximus simply turns and begins walking away.

		COMMODUS
	Slave!  Who are you?

The Colosseum is suddenly silent.  The Emperor is speaking
to a gladiator.

Maximus keeps walking.

		COMMODUS
	SLAVE!  WHO ARE YOU?

Maximus keeps walking, his fists clenched now.

Commodus suddenly grabs a spear from a nearby Praetorian
and hurls it with perfect aim -- the crowd gasps -- the
spear sails past Maximus -- actually nicking his shoulder
-- it slices into the sand ahead of Maximus.

Maximus stops.

		COMMODUS
	SLAVE!  WHO ARE YOU?!

Maximus can hold it no longer.  He spins to Commodus --
ripping off his helmet mask -- and THUNDERING:

		MAXIMUS
	I AM MAXIMUS MERIDAS, GENERAL OF THE
	FELIX REGIMENT OF THE ROMAN ARMY AND
	SERVANT TO THE EMPEROR MARCUS
	AURELIUS!

Commodus eyes shoot wide -- Lucilla bolts up -- Gracchus
leans forward -- Proximo is stunned -- the crowd is
mystified --

		MAXIMUS
	I AM FATHER TO A MURDERED SON AND
	HUSBAND TO A MURDERED WIFE AND
	LANDLORD TO A MURDERED WORLD -- AND
	I WILL HAVE VENGEANCE!

The Praetorian Archers tense their bows -- ready to kill
the defiant slave --

But something extraordinary stops them.  Almost as one
being the crowd roars -- they leaps to their feet and
thrust their thumbs up!  They cheer and stomp their
approval of Maximus.

Commodus looks around at the people of Rome, amazed.

He finally plasters on a benevolent smile and thrusts his
thumb up!  The Praetorians lower their bows.

And the crowd cheers.  Never in the long, long history of
the Colosseum have they ever seen such a thing.

Maximus leads his gladiators out of the arena.

INT.  PALACE - THRONE ROOM - NIGHT

To our great surprise, Commodus is not raging.  He sits
quietly on the polished marble floor in front of a model
of the Colosseum.  He moves model pieces around in the
Colosseum, planning his festival.

Lucilla stands, tense.

		COMMODUS
	Why is he still alive?

		LUCILLA
	I don't know.

		COMMODUS
	He shouldn't be alive.  That vexes
	me.  I am terribly vexed...

Lucilla watches her brother cautiously, expecting the
explosion.  He carefully moves some model pieces in the
arena.

		COMMODUS
	There, that's better.  Do you like
	the platform here?

		LUCILLA
	Mmm.

		COMMODUS
	I do too.  Simple, elegant...

Lucilla is growing more and more unnerved at Commodus'
unusual serenity.

		COMMODUS
	Father would have wanted something
	more ornate but he's dead now.

A beat.  Commodus laughs.  A beat.

		COMMODUS
	Maximus Meridas haunts me.  I see
	Father turning away from me and
	gazing at him.  How many times did I
	suffer that indignity, I wonder?

		LUCILLA
	What are you going to do?

		COMMODUS
	I'm going to kill him.

		LUCILLA
	Good.

		COMMODUS
		(glances at her)
	Oh, you're too clever, Sister.
	Don't tell me part of you won't weep
	for him.

		LUCILLA
	When he defies my brother the
	Emperor, he defies me.  But you
	shouldn't send assassins.

		COMMODUS
	No?

		LUCILLA
	The people embraced him today.  They
	will be expecting his next match...
		(she kneels next to
		 him)
	... let him die in the arena like
	the slave he is.  Let the people see
	what comes of defying Caesar.

A beat as he looks at her.

		COMMODUS
	He wounded you deeply, didn't he?
	Long ago.

She does not answer.

		COMMODUS
	Nonetheless, your political acumen
	is, as always, unerring.

He picks up a model tiger and puts it in the arena.  He
looks at the model tiger and smiles.

INT.  PROXIMO'S COMPOUND - CELL - NIGHT

Maximus silently awaits Commodus' assassins with Juba.
They hear footsteps outside the cell.  Maximus stands,
preparing for death.

		JUBA
		(also standing)
	I will fight with you.

		MAXIMUS
	This isn't your battle.

		JUBA
	Better to die for a friend than to
	die for gold.

The door swings open and they are surprised to see Proximo
sweeping in with a cloaked woman.  The woman gives Proximo
a bag of money.

		PROXIMO
	Enjoy yourself, Madame...
		(he glances to
		 Maximus)
	General, perform well and there will
	be riches for you.

He beckons to Juba, they go, shutting the door behind
them.  The woman pulls off her cloak, it is Lucilla.

Maximus glares at her, his muscles tensing.

		LUCILLA
	Rich matrons pay well to be
	pleasured by the bravest champions.

Maximus backs up, fighting the urge to strangle her on the
spot.  He finally bumps into a wall of the cell.

		MAXIMUS
	I knew your brother would send
	assassins.  I didn't think he would
	send his best.

		LUCILLA
	Maximus, listen to me --

		MAXIMUS
	My family were crucified and burnt
	while they were still alive.

		LUCILLA
	I knew nothing of that.

		MAXIMUS
		(low)
	Don't lie to me.

		LUCILLA
	I wept for them.

		MAXIMUS
	Don't.

A long, tense moment.

She does not look at him.

		LUCILLA
	Do you know what it is to be the
	daughter of the Emperor?  I learned
	on the night my father had my
	husband killed.  I loved my husband
	very much.  Very... simply.  He was
	a man who believed in the Republic.
	He was a man who thought Marcus
	should be tending to Rome and not
	conquering the world.  One night my
	father had him strangled for
	conspiring with the Senate.  My
	father never spoke of it.  I never
	spoke of it.  That is what it is to
	be the daughter of Rome.

She finally looks up at Maximus.

		LUCILLA
	My son will live.  He will survive
	this cursed bloodline.  Rome will
	die and the jackals will pick her
	clean -- but my son will survive.
	Empires come and go.  Cities crumble
	to dust.  Only family matters.

A beat.  Despite himself, Maximus is moved.

		MAXIMUS
	My son was innocent.

		LUCILLA
	So is mine.

A beat.

		MAXIMUS
	I want your brother dead.

		LUCILLA
	So do I.

A beat.  Maximus is surprised at her direct answer.

		LUCILLA
	My son will never be safe while he
	lives.

A beat.

		MAXIMUS
	How do you plan it?

		LUCILLA
	The Senate is with us, and the City
	Guard.  We have growing power in the
	streets.  But we need a leader.
	Someone the people can --

		MAXIMUS
	So the crown passes to your son.

		LUCILLA
	No.  So that my son will be safe.
	So that we may leave this charnel
	house forever and never look back.
	Look into my eyes, Maximus, and
	believe what I say to you...

She rivets him intensely with her eyes.

		LUCILLA
	By all the Gods, and in the name of
	my father who loved you, and in the
	name of the husband I loved... I
	swear to stand by your side in this
	now and always.

A beat.

		MAXIMUS
	What is your son's name?

		LUCILLA
	Lucius Verus.  Like his father.

		MAXIMUS
	I weep for him.

A long beat.  Maximus' cold eyes give away nothing.

Lucilla turns and starts to go.  She stops, not looking
back.

		LUCILLA
	Commodus plans to kill you in your
	next match in the arena.  He's
	planning something.  I will pray for
	you.  As I have always done.

She then pulls something from her robes and sets it down,
a little bundle wrapped in cloth.  She sweeps out.  The
sound of the door being bolted shut on the other side.

Maximus stands for a moment and then goes to what she has
left.  He opens the cloth.  Inside are his six "ancestor"
figures.

He picks up one of the figures.  He looks at it deeply,
gently feeling along the contours with a finger.

EXT.  COLOSSEUM - ARENA - DAY

The Colosseum is again packed.  Commodus, Lucilla and her
son Lucius are in the Imperial Box.

It is late in the day and teams of slaves are cleaning the
arena after a bout.  They haul off carcasses and toss down
fresh sand.

Meanwhile, Cassius is orating to the crowd:

		CASSIUS
	... in his majestic charity the
	Emperor has deigned to this day
	favor the people of Rome with an
	historical final match.  Returning
	to the Colosseum today... after five
	years in retirement... Caesar is
	pleased to bring you... THE ONLY
	UNDEFEATED CHAMPION IN ROMAN
	HISTORY...
		(the crowd is going
		 mad)
	... THE LEGENDARY... TIGER OF GAUL!!

The crowd erupts in paroxysms of joy as TIGER explodes
into the arena in an ornate chariot.  Tiger is a fierce
man in his 40's, his brutal, scarred face and hugely
muscled body a testament to his many years in the arena.

Tiger speeds around the rim of the arena in his chariot,
raising an arm in triumph.  The crowd roars.

INT.  COLOSSEUM - HOLDING CELLS - DAY

Proximo stands with Maximus, who is busy strapping on
armor.

		PROXIMO
	Gods!  That old Homicide!  The
	Emperor must truly hate you.

		MAXIMUS
	What can you tell me?

		PROXIMO
	He cheats.

INT.  COLOSSEUM - ARENA - DAY

Tiger waits.  He stands in the center of the arena.  He
has only a traditional short sword.  The crowd is
breathless with anticipation.  As:

		CASSIUS
		(orating)
	And from the rocky promontories and
	martial bloodlines of Spain...
	representing the training lyceum of
	Proximo Antoninus... I give you...
	THE WARRIOR MAXIMUS!

The crowd cheers.  Maximus appears from his gate.  His
fans have increased in number considerably.  They eagerly
crane forward and celebrate him.

Meanwhile, Maximus looks at Tiger.  Only one man with a
sword?  Maximus approaches, cautious but confident.

He stops a few feet from Tiger.  They lock eyes, salute
each other and then turn to the Imperial Box, raising
their swords.

The crowd waits eagerly for the immortal words...

		MAXIMUS AND TIGER
	We who are about to die salute you.

The crowd cheers and Maximus immediately turns and starts
slashing -- Tiger easily blocks and strikes back --

The sword play is very fast -- they block and parry and
hack like lightning -- constantly attacking -- they are
perfectly matched --

As he fights Maximus becomes aware of a strange sound over
the roar of the crowd -- a low rumbling -- then he feels
something -- a vibration in the ground --

Suddenly traps doors swing open and four enormous
platforms rise into view.  On each platform is a snarling
Bengal tiger restrained by a chain.  Tiger's teams of
"cornermen" hold the chains through a pulley system.  The
cornermen are safely inside cages.  The platforms stop at
ground level.

The four ferocious tigers now mark the four corners of the
battleground.

Tiger takes advantage of Maximus' momentary confusion and
assaults brutally -- forcing him back toward one of the
tigers -- the tiger claws for Maximus -- Maximus just
evades it claws -- rolls for a new position -- another
tiger snaps at him --

Tiger attacks -- Maximus is on the defensive -- fighting
off Tiger and evading the four snarling beasts --

And then all four tigers are suddenly closer.  The teams
of cornermen are letting the chains play out, bit by bit,
gradually reducing the size of the battle ground.  The
crowd roars.

But the fight is hardly fair.

Whenever Tiger is near one of the tigers the cornermen
pull back the tiger slightly -- when Maximus is near a
tiger they let it out a bit.

Maximus and Tiger fight -- swirling action -- finally,
Maximus has the edge -- he circles so that the sun stabs
into Tiger's eyes -- then Maximus lunges forward under
Tiger's swinging sword and SLAMS into him -- they fall --
a tiger swats at Maximus' face -- he jerks his head back
-- he shoots out a leg and kicks Tiger's sword toward one
of the tigers -- it is out of reach -- Maximus leaps up
and stands over the winded Tiger, sword to his throat.

Tiger is gasping for breath, crushed.

Then one of Tiger's corners suddenly cheats -- they
completely release a tiger -- it leaps for Maximus --

Maximus barely has time to turn -- the tiger crashes into
him -- its claws slashing into his back, cutting through
his leather armor -- Maximus shoves an armored forearm
into the tiger's jaws and stabs with his sword --

Tiger takes this chance to pull himself up -- one of his
corners throws him another sword -- the crowd boos --

Maximus wrestles with the tiger -- spinning it around with
superhuman effort so it is always between himself and
Tiger -- so that Tiger can't get at him --

Maximus finally kills the tiger and leaps for Tiger -- he
quickly disarms him and tosses him to the ground --

Maximus stands over him -- ready to administer the coup de
grace.

All eyes turn to the Emperor.

Commodus slowly stands and steps to the edge of the
Imperial Box.  He raises his arm and gives the fatal
thumbs down.

Maximus looks up at him.

And then defiantly tosses the sword to the ground,
refusing to kill Tiger.

Commodus is stunned.

The crowd gasps -- a collective intake of breath -- and
then an enormous roar building.  It cascades around the
Colosseum.  It is a roaring celebration of the unexpected
act of mercy.  And the delicious act of defiance of the
Emperor.

Commodus slowly sits.

Maximus walks across the arena -- the people stand and
cheer for him.  Cries of "Maximus the Merciful" can be
heard.

It is the birth of a hero.

INT.  COLOSSEUM - HOLDING CELLS - DAY

Maximus is resting in his cell after the battle, head
down, deep in thought.

		LUCIUS' VOICE
	Is it true you're a General...?

Maximus looks up, Lucius is standing at his cell.  Maximus
has no idea who the boy is -- just another young fan --
but Maximus is immediately struck by Lucius' resemblance
to his own son.

		MAXIMUS
	I was a General.

		LUCIUS
	I saw you fight.  The Carthage
	battle too.  I've never seen so much
	courage.

		MAXIMUS
	It doesn't take courage to kill.

		LUCIUS
	My father was killed.

A beat.

		MAXIMUS
	I'm sorry.

		LUCIUS
	He still comes to me in my dreams.
	Do you have a father?

		MAXIMUS
	I had a father.  He wasn't really my
	father but I cared for him very much.

		LUCIUS
	I hope he comes to you in your
	dreams.  My father and I ride horses
	in mine.

These simple words strike something deep in Maximus.

Lucilla appears from the shadows and puts her hands on
Lucius' shoulders.

		LUCILLA
	Lucius, run along now.  I need to
	talk to the General.

Lucius runs off to his Male ATTENDANT, who leads him away.

A long beat as Maximus and Lucilla look at each other.

Finally:

		MAXIMUS
	Where is my army?

A drum beat is heard.  It increases throughout the
following scenes, building momentum like a Roman gallery
accelerating to ramming speed.

The conspiracy scenes are enclosed in a montage of scenes
in and around the arena showing Maximus' growing
popularity with the People of Rome...

EXT.  COLOSSEUM - ARENA - DAY

Maximus is fighting an opponent.

The drums continue...

INT.  THE SENATE - DAY

Lucilla conspires with Senators Gracchus and Gaius and
Captain Marcellus in a dark corner of the Senate.
Whispers.

		LUCILLA
	... Maximus will summon his army
	from Ostia and he will strike from
	the inside as his army strikes from
	the outside.  But he insists that
	the Senate be present.

		GAIUS
	We've been ordered to attend.

		LUCILLA
	How many are with us?

		GRACCHUS
	About half.  But once the tyrant is
	dead.  All.

A beat.

		GRACCHUS
	I want to meet him.

		LUCILLA
	I'll arrange it.

		GAIUS
	And what of the Emperor?

A beat.

		LUCILLA
	He has withdrawn.  He's not eating.
	He doesn't go out.  He won't even
	see me... I don't know what tempests
	rage within him but...

		GRACCHUS
	We should fear for the blackest
	storm.

		LUCILLA
	Yes.

A beat.

		GAIUS
	One question... who is to be the
	actual Regicide?

A beat.  She glances at him.

The drums continue...

EXT.  COLOSSEUM - ARENA - DAY

Maximus defeats his opponent.  He stands over him.  He
does not kill him.

He tosses his sword down and walks away.  The crowd goes
crazy, roaring their approval of Maximus.

Senator Falco, sits in the stands and watches with some
alarm.  He glances around as the crowd exalts Maximus.  He
is becoming a hero to the people.

The drums continue...

INT.  COLOSSEUM - HOLDING CELLS - DAY

Maximus returns to the holding cells.  Vibius and Juba are
waiting.

		VIBIUS
	You didn't kill him.

		MAXIMUS
	I will not kill another warrior.
	There is no honor to it.

Maximus goes.  Vibius thinks about it, listening to the
adulation of the crowd.

The drums continue...

INT./ EXT.  SLAVE WAGON - ROMAN STREETS - DAY

Maximus and the other gladiators are in a slave cart on
the way from the arena.  A gang of children run alongside
the cart, cheering and chanting:

		KIDS
	Maximus the Merciful!  Maximus the
	Merciful!

The drums continue...

INT.  PROXIMO'S COMPOUND - CELL - NIGHT

Maximus and Juba are with Lucilla and Gracchus.  Lucilla
is writing on a piece of parchment.

		MAXIMUS
	Tell him we will enter Rome on the
	first day of Commodus' festival.

		LUCILLA
	And they will march on Rome for you?

		MAXIMUS
	Yes.  But this letter must go to the
	lieutenant named Titus, no one else.

		LUCILLA
	Captain Marcellus will take it.  And
	his City Guard will by with you when
	you get to Rome.  Is that enough to
	face the Praetorian Guard?

		MAXIMUS
		(looks to her)
	The Felix Regiment will never be
	defeated.

A beat.

		GRACCHUS
	I only have one question for you,
	General... Why?

A beat.

		GRACCHUS
	You will lead an army of your
	brothers on Rome.  Many will die.
	Why?

		MAXIMUS
	I want Commodus dead.

		GRACCHUS
	That's not the reason.  Tell me the
	truth.

A beat.

		MAXIMUS
	Because one night an old man
	whispered to me about a dream.  I
	will die for that dream.

A long beat.

		GRACCHUS
	I knew the old man well.  And I
	loved him very much.  In our youth
	we would spend hours building that
	dream together.  After he went to
	the wars and lost his way... I was
	very cruel.  I tormented him to
	remember that dream we spoke of.

		MAXIMUS
	He did.

		GRACCHUS
	You can have no idea how much that
	means to me.

A beat.

		GRACCHUS
	Any man who will die for a whispered
	dream deserves my respect.  I honor
	you, General.

The drums continue...

EXT.  COLOSSEUM - ARENA - DAY

Vibius defeats an opponent -- he stands over him.  He
looks around at the crowd.  Then he tosses down his sword
and walks off.

The crowd goes mad with pleasure.  Vibius eats it up,
raising his arms and soaking up the applause.

Maximus watches from the holding cells.  He smiles.

The drums continue...

EXT.  STREET - NIGHT

Proximo supervises as a huge banner is unfurled.  It
covers the side of a tall building.

It shows a dramatic painting of Maximus.

Proximo supervises happily as torches and braziers are lit
to illuminate the mammoth banner.

The drums continue...

EXT.  COLOSSEUM - ARENA - DAY

The ending of a group fight -- Proximo's gladiators
triumphant.

The crowd waits for the delicious act of defiance.  We
note many placard and banners honoring "MAXIMUS THE
MERCIFUL."

Maximus, Vibius, Juba and a few other gladiators toss down
their weapons and walk off, leaving their opponents alive.

The crowd roars.  They have completely embraced Maximus
and his fellow gladiators.

Gracchus, in the stands, laughs.

The drums finally conclude.

INT.  PALACE - LUCILLA'S CHAMBER - DAY

Lucilla is with her HANDMAIDEN.  They sit before a large
mirror, the Handmaiden perfecting Lucilla's makeup for the
day.

One of Commodus' Centurion Body Guards enters, bows.

		CENTURION
	Madame, the Emperor would like to
	see you.

Lucilla quickly glances to her Handmaiden in the mirror
and then braces herself, stands, and quickly leaves with
the Centurion.

INT.  PALACE - HALLWAY - DAY

Lucilla strides quickly, nervously, down the long corridor
to Commodus' chambers.  She enters...

INT.  PALACE - COMMODUS' BEDROOM - DAY

Commodus is wrapped in a sheet, gazing out a window.

		LUCILLA
	Caesar...

He turns.  She stops.

He looks as if he has not slept for days.  If a word could
now sum up his clouded face it is this:  tormented.

She goes to him, embraces him.  He holds her tightly.

		COMMODUS
	I am sorry to have kept you away...
	I needed this time to think...

		LUCILLA
	Of course...

He moves away from her, slowly moving around the room.

		COMMODUS
	I limited my world to these four
	walls so as to let my mind free...
	again and again my mind settles on
	but one question... What kind of
	world are we making when the people
	of Rome prefer a slave in the arena
	to their father?

A beat.  Commodus' strange philosophical bent is unnerving
Lucilla.

		COMMODUS
	It is my responsibility to make the
	world as it should be.  How is it I
	have made this world?

		LUCILLA
	Brother, do not be influenced by the
	mob.  They are a great, faceless
	beast --

		COMMODUS
	They are not "the mob," Lucilla,
	they are the people.  They are my
	children and all I want to do is
	love them.

A beat.  He stands before a bust of Marcus Aurelius.  He
touches it.

		COMMODUS
	Our father loved Maximus... and I
	love him still... yet he defies me,
	he tasks me in front of my children.
	And they love him for it.  Just as
	Marcus loved him for it.  Tell me
	why, Lucilla.

		LUCILLA
	They see themselves in him.  They
	throw in their own sad dreams
	alongside his.  They think he fights
	for them.

		COMMODUS
	And what do I do but fight for
	them?!  I give them games to please
	them.  I strangle dissent to give
	them peace.  I empower the
	Praetorians to give them order.
	What more can I do?!

A beat.

		COMMODUS
	Say I should fight him, in the
	arena.  Let my children see who the
	Gods truly favor.

		LUCILLA
	And what if he should win?

A beat.

Commodus continues to slowly move around the room.

		COMMODUS
	A God is more powerful than a man...

This odd statement hangs in the air for a moment.  Then:

		LUCILLA
	Caesar, you let this unduly worry
	you.  At best he is a passing fancy
	-- he is a name, an image on a
	banner, ephemeral -- he will be
	forgotten as the next fancy
	appears --

		COMMODUS
	But I need to know -- why do they
	love him?

		LUCILLA
	Mercy.

He stops.  Looks at her.

		LUCILLA
	He will not kill in the arena.  He
	is merciful.  As they all wish they
	were in their own hearts.

Something in her words has struck a chord in him.

		COMMODUS
	And for that moment in the arena
	they are merciful too.  For a
	moment... they are Gods.  Offering
	life.

He looks at her.

		COMMODUS
	But who can be more merciful than
	the Emperor of Rome?

EXT.  COLOSSEUM - ARENA - DAY

Maximus is fighting a thick GIANT of a man.  A few quick
blows and the Giant falls -- like a mighty tree he crashes
to the sand.

The arena cheers their hero.

Maximus stands over the beaten Giant.  The crowd waits for
the famous act.

Maximus salutes the Giant and tosses down his sword,
refusing to kill.  He walks away.

The arena explodes in cheers -- a chant of "Maximus the
Merciful" grows to deafening proportions.

Suddenly the arena is filled with Praetorians -- they
block Maximus' exit from the arena -- the crowd boos --
horrified --

The Praetorians surround Maximus.  He is unarmed, but
coils for the inevitable battle.

Then the Praetorians part...

And Commodus walks through them.  He carries something
wrapped in a rich cloth.  Maximus glares at him.

The Praetorians move back and the crowd watches eagerly.
The Emperor and the Gladiator, at last.

Maximus and Commodus stare at each other.  The crowd
cannot hear what is said, but strain to observe this
incredible confrontation.

		COMMODUS
	Brother... we've taken a sad path
	since we were children at Capri,
	have we not?

Maximus doesn't answer.

		COMMODUS
	For my own part... I am sorry it
	came to this.  And to you alone of
	all men, I acknowledge my errors.
	And my regret.  I shall live with my
	sin for all my days.

		MAXIMUS
	As will I, Commodus.  As will I.

Commodus unwraps the cloth bundle.  Inside is a small
wooden sword.  He holds it up so the crowd can see.

A collective gasp.  The wooden sword, prized by all
gladiators above all else.  Freedom.

		COMMODUS
	As the first act of my contrition I
	offer you the wooden sword of
	freedom.

He holds out the wooden sword.  A beat.

		COMMODUS
	Take it, brother.  Stand at my side
	as a free man worthy of your
	ancestors.

		MAXIMUS
	I only have ancestors because of
	you, brother.  You killed everything
	that ever lived alongside me.

A beat.

		COMMODUS
	Take it, Maximus.  Let us heal that
	fatal wound together.

		MAXIMUS
	This is the new home you cursed me
	to.  And I am safer here from your
	treachery than I could ever be
	outside.

		COMMODUS
	Will you always mistrust me?

		MAXIMUS
	Why don't you ask your father that?

Commodus visibly flinches at that, but still holds the
wooden sword out.  The crowd is breathless.

		MAXIMUS
	I have more power as a slave in the
	arena than I could ever have as a
	free man.  As the Colosseum goes,
	the people go.  As the people go,
	the Empire goes.

		COMMODUS
		(tense)
	You think this is power?  I could
	show you power, slave --

		MAXIMUS
	No, Caesar... I will show you.

With that, Maximus does the unimaginable.  He simply turns
his back on the Emperor and walks away.

And the crowd goes mad.  They cheer the defiant gladiator,
their champion.

And, equally, they deride the Emperor.  They mock him by
holding out food and trash like Commodus is holding out
the wooden sword.  They laugh and jeer.

Commodus glances around at his children, lost.

Then he turns to the Imperial Box.  He sees Lucilla
slipping out the back of the box.  He watches her go.

And the crowd continues to jeer.

EXT.  STREET THEATER - NIGHT

The crowd laughs riotously as Roman Actors perform a
typically ribald comedy in a secluded street:

An outrageously dressed version of Maximus is parading
around on an outrageously dressed version of Commodus,
riding him like a donkey and slapping his rear with a
wooden sword.  The "Commodus" actor mews and brays and
wails like an infant.

Captain Marcellus of the City Guard gallops past them, on
his way out of Rome.

EXT.  PROXIMO'S COMPOUND - COURTYARD - DAY

Maximus stands with Juba and Vibius.  He draws a circle in
the sand with a stick.  He draws a line to the circle.

		MAXIMUS
	The Felix Regiment will come from
	here.  We'll face the body of the
	Praetorians outside -- here.  Once
	inside, my archers will take up
	position to counter opposition
	inside the Colosseum.  I'll enter
	and join you -- we'll attack here --

Maximus draws a line to the Imperial Box.

		MAXIMUS
	-- a covert assault from within.

		VIBIUS
	We'll be killed.

		MAXIMUS
	Probably.

A beat.

		MAXIMUS
	But if we aren't... think of the
	glory.  Do you remember glory,
	Gladiator?

		JUBA
	And if we die that day -- we die
	free men worthy of our ancestors.

		VIBIUS
	You didn't know my ancestors.  A
	rotten bunch.

Maximus points to the huge statue of Mars.

		MAXIMUS
	Then be worthy of him.  The old
	Titan who would rather die bravely
	in a just battle than slink off to
	grow old and fat.

		JUBA
	And impotent.

A beat.  Vibius thinks about it.

		VIBIUS
	If I die, I want a hundred whores at
	my funeral.

INT.  PALACE - LUCILLA'S CHAMBERS - EVENING

Commodus sweeps in.  Thinks Lucilla is standing there.
The woman turns, it is Lucilla's Handmaiden.

		COMMODUS
	Where is my sister?

		HANDMAIDEN
	She's out, sir...

		COMMODUS
	Where?

		HANDMAIDEN
	I... don't know, Caesar.

Commodus looks at her for a moment.

And then he slowly walks right to her.  His face an inch
away from hers.

		COMMODUS
	Where is my sister?

INT.  PROXIMO'S COMPOUND - PROXIMO'S CHAMBER - NIGHT

Proximo sits, considering Maximus.

		MAXIMUS
	Was it Centurion...?  General...?

		PROXIMO
	Captain.

A beat.

		PROXIMO
	How did you know?

		MAXIMUS
	A soldier knows a soldier.

A beat.

		PROXIMO
	All that was a long time ago.  Too
	much wine and too many women.  And
	too much money.

		MAXIMUS
	No --

		PROXIMO
	This is who I am...
		(he pats his ample
		 belly)
	You see?  There was a time I would
	stand against ten men and never give
	an inch, spitting into the jaws of
	Hades all the while.  There was a
	time my heart swelled to strap on
	the armor of Rome.  But now...

Something flashes across Proximo's eyes, something like
tragedy.

		PROXIMO
	Now I am just an entertainer.

A pause.

		MAXIMUS
	You said something to me once.  You
	said in this life, we all die.  All
	we can choose is how we die.  And
	how we are remembered.  Do you
	recall those words?

		PROXIMO
	Yes.

		MAXIMUS
	Then be remembered proudly.  This is
	your time, Proximo.  Stand at my
	side and be what you were.  What you
	truly are.  One last time.

A beat.

Proximo suddenly begins to weep rather histrionically --
Maximus is a bit taken aback -- Proximo dramatically
flicks tears from his eyes -- and then can't keep the show
up -- he bursts into laughter.

Maximus stares at him.

		PROXIMO
		(laughing)
	You might have spared yourself the
	speech, General.  The lady Lucilla
	bought all my gladiators two hours
	ago!

		MAXIMUS
	You pox-ridden bastard -- !

		PROXIMO
	I am the richest trainer in the
	Empire!  And I will let my
	gladiators do anything you like!
	Conspire away, General!

Maximus can only laugh as well.

		PROXIMO
	But I tell you -- if you survive
	this madness I want you to go into
	business with me.  I'll give you a
	quarter of my holdings.

		MAXIMUS
		(standing)
	A quarter?!

		PROXIMO
	A third.  And not a hair more.  And
	you'll have to start in the
	provinces!  Cleaning up the lion
	shit!

		MAXIMUS
	You know, if you were half so awful
	as you pretend, you'd be a
	terrifying man.

Maximus shakes his head, smiling, and goes.

Proximo sits for a moment.

Then he rises and goes to a heavy chest.  He looks at the
chest for a moment and then opens it.

Inside is his old Lorica Segmentata.  He gazes at his
armor, considering what he once was.  And what he now is.

INT.  PROXIMO'S COMPOUND - CELL - NIGHT

Maximus enters.  Lucilla is waiting, extremely tense.

		MAXIMUS
	Lucilla --

		LUCILLA
	Don't even say it.  I know it's
	dangerous -- but I had to see you.
	Captain Marcellus has gone to the
	army with your message as you
	instructed.

		MAXIMUS
	Good.

		LUCILLA
	He says the City Guard will be ready
	at the south road at noon.  They can
	only wait for an hour so --

		MAXIMUS
	You've told me this already.

		LUCILLA
	Did I?  All right then.  So
	everything is prepared.  The Senate
	will be in attendance and you have
	your gladiators -- the usual cohort
	of Praetorians will be inside the
	arena --

		MAXIMUS
	Lucilla... why are you here?

A pause.

		LUCILLA
	Tell me honestly... please... do you
	think it will work?

A beat.

		MAXIMUS
	No.

		LUCILLA
	Do you think we'll all die?

		MAXIMUS
	Yes.

She leans against a wall.

A pause.

		LUCILLA
	Will you swear something to me?

		MAXIMUS
	Yes.

		LUCILLA
	Will you swear it on the memory of
	your son?

A long beat.

		MAXIMUS
	Yes.

		LUCILLA
	By all that you have ever loved...
	swear that if you survive you will
	take my son out of Rome.  Swear that
	you will go far away and never
	return.

He steps to her.

		MAXIMUS
		(deeply)
	I will.

A beat.

		MAXIMUS
	And if I should not survive... swear
	to me that you will honor my family
	in your prayers always.

		LUCILLA
	I will.

A long, difficult beat.  She fights back tears.

		LUCILLA
	Had I not been the daughter of
	Rome...

He puts a gentle finger to her lips.

		MAXIMUS
	Shhh... my heart breaks enough.

He holds her closely, tenderly.

INT.  PALACE - LUCILLA'S CHAMBERS - NIGHT

Lucilla enters, deep in thought, still drained from her
meeting with Maximus.

She suddenly stops.  Frozen.

Commodus is sitting across the chamber, Lucius at his
knee.  An open scroll on Commodus' lap.

		COMMODUS
	Sister... join us.  I've been
	reading to dear Lucius.

		LUCIUS
	I've been reading too.

		COMMODUS
	Yes, he's a very smart little boy.
	He'll make a grand Emperor one day.

Lucilla has not moved.

		COMMODUS
	Join us, sister.

Lucilla goes to them, sits.

		COMMODUS
	We've been reading about the great
	Julius and his adventures in Egypt.

		LUCIUS
	She killed herself with a snake!

		COMMODUS
		(to Lucius)
	And just wait until you hear what
	happened to some of our other
	ancestors!  If you're very good,
	tomorrow night I'll tell you the
	story of Emperor Claudius.  He was
	betrayed!  By those closest to
	him...
		(he glances up to
		 Lucilla)
	... by his own blood... they
	whispered in dark corners and went
	out late at night and conspired and
	conspired...

Lucilla looks as if she is going to be ill.

Lucius is busy scanning the scroll.  Commodus gently
strokes his hair, his cold eyes never leaving Lucilla's.

		COMMODUS
	But the Emperor Claudius knew that
	they were up to something dire.  He
	knew they were busy little bees.
	And one night he sat down with one
	of them and he looked at her and he
	said:  "Tell me what you have been
	doing, busy little bee, or I shall
	strike down those dearest to you.
	You shall watch as I bathe in their
	blood."  And the bee knew he spoke
	the truth, for the Emperor always
	speaks the truth.  And what do you
	think happened then, Lucius?

		LUCIUS
		(still pouring over
		 the scrolls)
	I don't know, Uncle.

		COMMODUS
		(glaring at Lucilla)
	The bee told him everything.

Lucilla's face is tortured.

INT.  PROXIMO'S COMPOUND - PROXIMO'S CHAMBER - NIGHT

Proximo is asleep -- a sound outside wakes him -- the
steady clip-clop of horses on stone.  A lot of horses.

He rises and goes to a window overlooking the street
outside.

A stern Praetorian Guard cavalry unit is cantering into
position at his gates.  Proximo grabs his clothes --

EXT.  PROXIMO'S COMPOUND - NIGHT

With cool military precision the Praetorians take up
position at the gates before Proximo's compound, an
unassailable line.  They quickly prepare their bows.

Meanwhile, another Praetorian unit has taken up position
at the other end of Proximo's compound -- sealing that
entrance as well.

EXT.  PROXIMO'S COMPOUND - COURTYARD - NIGHT

Proximo is hurrying across his open courtyard when the
first flaming arrow arches into the compound -- it is
followed by hundreds more --

The Praetorians on either end of his compound keep up a
ceaseless hail of flaming arrows -- everything begins to
burn -- the caged gladiators are stirring now --
shouting --

Proximo races to his panicked guards --

		PROXIMO
	Release them!  Release them all!
	ARM THEM!

The guards sprint to the cells -- unlocking the gladiators
as quickly as they can --

Not quick enough for many -- Praetorians are now pouring
pitch through the gutter that runs along the bottom of the
cells -- igniting it and incinerating all those trapped
inside --

The compound is soon a raging inferno --

Proximo releases Maximus and Juba --

		PROXIMO
	Come --

		MAXIMUS
	But --

		PROXIMO
	If you want to live -- follow me --

		VIBIUS
		(calling to them)
	Go, Spaniard!  We'll show these
	Roman dogs how gladiators fight!

Proximo hauls Maximus and Juba off as Vibius and the other
gladiators arm themselves --

INT.  TUNNELS - NIGHT

Proximo is leading Maximus and Juba quickly through a
decaying cramped tunnel.

		PROXIMO
	All the old gladiator schools have
	tunnels to the Colosseum -- most
	have long since collapsed --

		JUBA
	How did they know?

		MAXIMUS
	We were betrayed.

		JUBA
		(stops)
	I'll stay here.  In case they
	follow.

Maximus stops as well.

		JUBA
	Go!  Bring us the army!

Maximus nods.

		PROXIMO
	Quickly --

He leads Maximus down the disintegrating catacomb of
tunnels --

EXT.  PROXIMO'S COMPOUND - NIGHT

Vibius hoped to die fighting -- he never got the chance.

It is not a battle, it is a slaughter.

The Praetorians ruthlessly shoot anyone even approaching
the gates -- all the walls are covered -- most of the
gladiators die in the hellish inferno -- the relentless
rain of flaming arrows continues --

Vibius coughs in the thick smoke and rages for someone to
fight -- Praetorian snipers cut him down -- he dies
reaching for the statue of Mars.

INT.  COLOSSEUM - SUBTERRANEAN - NIGHT

Proximo and Maximus emerge deep in the bowels of the
Colosseum.

		PROXIMO
		(points)
	Down that corridor is the butchery
	-- the blood sloughs lead to the
	Tiber.  Gods watch over you.

		MAXIMUS
	You're not coming?

		PROXIMO
	They are killing my men!

He races back into the tunnel.

Maximus moves quickly down the corridor.  He can finally
see...

INT.  COLOSSEUM - BUTCHERY - NIGHT

Grisly carcasses of every description hang from hooks.
Two bored butchers hack them up.  The good bits are tossed
into a wagon to fed to the Colosseum animals.  The waste
and offal are shoveled into a large sewer opening.  A
butcher occasionally lifts a sluice-gate and a gush of
water flows into the sewer from above, washing down the
blood and carcasses.

Maximus crouches and creeps through the nightmare of
hanging carcasses and flies.

When the butchers are looking elsewhere, Maximus creeps to
the sewer opening and climbs in -- he immediately slides
down for a few yards in the slanting, slippery blood
sluice -- out of sight --

Then he thuds to a stop.  He can go no further because the
remains of an animal carcass blocks his way.  He tries to
slither past the carcass --

Finally, one of the butchers above lifts the sluice-gate
and a torrent of water flows down.

Maximus is washed down the hideous sewer.

INT.  TUNNELS - NIGHT

Proximo and Juba are quickly marching back down the tunnel
toward the compound -- they are very close now -- the roar
of flame is heard -- the creak of falling timber -- and
the screams of burning men.  They run.

They round a corner and see there is no way past the world
of flame ahead of them.  The tunnel to the compound has
collapsed.

		PROXIMO
	Gods... they're killing them all.

Proximo leads them up a cramped stairway to...

EXT.  STREET OUTSIDE PROXIMO'S COMPOUND - NIGHT

They emerge through a sewer entrance -- right into the
arms of the Praetorian Guard.  Proximo and Juba are bound.
Proximo sees his compound burning.  Sees the Praetorian
archers taking out any last survivors.  Hears the screams.

INT./ EXT.  VARIOUS LOCATIONS - ARREST MONTAGE - NIGHT

A quick sequence of brutal arrests as Praetorian Guard
units round up many associated with the plot.  And many
that are not.

GAIUS' BEDROOM:  Gaius and his wife are yanked awake and
hauled out.

CHRISTIAN HOME:  A congregation of Christians is chained
together, their secret altar smashed.

CAFE:  Greek Scholars are hauled away from their scrolls.

STREET THEATER:  Actors are dragged off in the midst of a
performance.

GRACCHUS' STEAM ROOM:  Gracchus is enjoying grapes with
his handsome catamite.  A unit of Praetorian bursts in.
Gracchus looks at them.  Sighs.

INT.  PALACE - THRONE ROOM - NIGHT

Commodus stands with Lucius on a balcony overlooking the
city.

The roaring flames of the fire at Proximo's compound can
easily be seen.

		LUCIUS
	What is that fire?

		COMMODUS
	Why that's a bonfire, Lucius.  I
	arranged it just for you.

He puts his hand on the boy's shoulder.

Behind them, Lucilla sits slumped in a chair.  Her face is
a mask of anguish at what she has been forced to do.

Two Praetorians enter with a bucket.

		PRAETORIAN
	Caesar...

Commodus goes to them.  He talks quietly with them for a
moment and glances at what they are carrying.

		COMMODUS
	Oh... that's for my sister.

They bring the bucket to Lucilla and set it before her.

Commodus ignores her and goes back to Lucius on the
balcony.

Lucilla glances inside the bucket...

Captain Marcellus' head is floating in brine.  Lucilla
moans.  All is lost.

EXT.  TIBER RIVER - NIGHT

Maximus splashes to the surface of the filthy Tiber,
gasping for air.

Animal carcasses float up next to him.  He grabs onto one
and floats down the gently flowing river.

EXT.  ITALIAN FRONT - CAMP - DAWN

The Wolf of Rome sleeps.  Then its ears rise.  Then its
head.  It sniffs the air.  The wolf slowly rises and
begins loping through the camp.

It passes slumbering soldiers and tents, smoke lazily
drifting up from campfires.

The wolf finally stops and looks up.

Maximus is on a horse.  He climbs down.  The wolf goes to
him and licks his hand.

Maximus begins marching through the camp, the wolf at his
side.  Soldiers stir, amazed to see their General is
alive.

Gallus leaps up, stunned, and goes to Maximus.  They
continue to march through the camp, more and more
astonished soldiers joining them.

They march toward the large tents at the center of the
encampment.

Titus emerges from his tent.  Slams to a stop --

		TITUS
	By all the Gods...

He goes to Maximus and embraces him.

		MAXIMUS
	Old friend...

		TITUS
	You're returned from Hades!  By all
	the Gods!

		MAXIMUS
	Where is he?

Just then Quintus emerges from the largest tent.  He
stares at Maximus, unbelieving.

A long beat as they look at each other.

Quintus knows his destiny.  With quiet dignity he begins
whispering a prayer.  Maximus moves to him, embracing him:

		MAXIMUS
	I forgive you.

He stabs Quintus with a dagger as he embraces him.
Quintus falls.

A beat.

Titus goes to the dead Quintus and pulls the seal of
office from his uniform.  He hands it to Maximus.

An enormous roar of celebration from the Felix Regiment.

INT.  PALACE - COMMODUS' BEDROOM - MORNING

A castrati choir sings a gentle hymn of celebration.
Their eerie voices and otherworldly harmonies undulate
around Commodus' bedroom.

The Emperor himself is in a chair, wrapped in a robe.  His
body slaves work over him closely.

He is staring into a mirror, lost in another world as the
slaves carefully apply golden eye makeup to him.

The castrati hymn continues...

EXT.  OUTSIDE THE COLOSSEUM - DAY

The hymn is all we hear as we see crowds moving into the
Colosseum...

It seems that all of Rome is here for this great day.
Huge throngs of citizens move like a massive wave toward
the Colosseum entrances.  Vendors are doing brisk
business.  Praetorian units in full dress uniform canter
past.

We elegantly float up along the outer tiers of the
Colosseum and then glide over the edge to see the arena
stands...

EXT.  COLOSSEUM - DAY

The hymn is all we hear as we see...

The stands are filling.  We see the rich and poor alike.
We see the orator Cassius.  We see Senator Falco and most
of the Senate.  We see the cohort of fifty Praetorian
taking up position around the Imperial Box.

A golden platform, with stairs down to the arena sand, now
extends about twenty feet from the Imperial Box to a spot
over the arena.

We float down the stairs and then we see the arena
itself...

It is stunning in its simplicity.

The days victims are tied to posts in the center of the
arena.  Suspended above them is an enormous cloud.  A
thick, tumescent bladder painted to look like a
threatening rain cloud.

We see Proximo and Juba.  We see Senators Gracchus and
Gaius.  We see Gaius' wife and Gracchus catamite and
Christian families and scholars and actors.

Seven stylized hills surround them.

The hymn comes to its soaring conclusion as we see the
damned.

TIME CUT:

Later.  By now, the Colosseum is packed.  All fifty-five
thousand seats are taken.  Another ten thousand stand
wherever they can.  A feral anticipation buzzes through
the crowd.

Outside the Colosseum, the streets are crowded with
thousands more who couldn't get in.

Trumpets blare.

Commodus' six Centurion Body Guards stride into the
Imperial Box.

Then Commodus enters.  He is shrouded in a full lion's
skin, the head of the lion concealing his own.  His head
is down, he does not look up.

Lucilla and Lucius enter after him and sit.  Lucilla's
face is drained, her eyes defeated.  Lucius is wearing a
miniature set of Lorica Segmentata, complete with
ceremonial dagger.

EXT.  ROMAN STREET - DAY

A mangy dog is slowly crossing a dusty street on the
outskirts of Rome.  The street is deserted.  It seems that
almost everyone is at the Colosseum.

The dog stops.  Looks up.

Then a sound is heard.  The steady cadence of horses'
hooves.

The Felix Regiment rounds a corner.  Maximus leads the
cavalry.  He wears Lorica Segmentata.  His corps of
archers and soldiers follow.  They troop down the dusty
street.

Maximus and the cavalry canter past the mystified dog.

QUICK CUTS:

The Felix Regiment moves through the streets.  The few
pedestrians quickly disappear into shops and around
corners.  The roar of the Colosseum can be heard far in
the distance...

Arrows slice into isolated Praetorian sentries.  The Felix
Regiment continues its stealth invasion...

Finally, Maximus reins his horse and his troops stop.

The mounted City Guard are waiting.

Without a word, the City Guard joins Maximus and the two
combined forces continue their inexorable march to the
Colosseum.

EXT.  COLOSSEUM - DAY

Commodus, still swathed in the lion skin, his head down,
slowly walks out on the platform that now extends from the
Imperial Box.

The crowd grows hushed.

Commodus reaches the end of the platform and waits for a
moment.  Then he dramatically flings off the lion skin.

The crowd gasps.

He is almost naked, his entire chiseled body is painted in
gold.  His eyes are lost in an eerie reverie as he looks
around at his people.

He finally speaks:

		COMMODUS
		(serene)
	Rome... This is the day that was
	foretold.  This is the day when your
	father takes away all fear...
		(he holds up his
		 hands)
	With these hands I shall destroy
	your enemies so that you may sleep
	always and forever in peace.  From
	this day forth let it be known that
	I, Lucius Aelius Aurelius Commodus,
	have surmounted mortality.  That I,
	Lucius Aelius Aurelius Commodus,
	assume my destined place... at the
	side of the Gods.

The crowd is stunned.  A few scattered laughs.

Lucilla stares at him, disbelieving.

		COMMODUS
	And as a righteous God, I shall ever
	protect you.  I shall cradle the
	world on my benevolent hands and
	clasp it to my heart.  So I have
	spoken!  And let the heavens tremble
	at my might!

EXT.  ROMAN STREETS - DAY

Maximus continues to lead the combined Felix Regiment and
City Guard cavalry through the streets.  The roaring is
closer now.  They are nearing the Colosseum, they can just
glimpse the edge of the top tier over some building.

EXT.  COLOSSEUM - DAY

Commodus continues:

		COMMODUS
	This day I reclaim Rome for her
	people.  I shall give you the
	rebirth of your Empire!  Reborn and
	cleansed of her enemies!

He raises his arms.  At his cue the Praetorian archers
raise their bows, ready, aiming at the victims.

		COMMODUS
	I will make a new Rome!  Founded as
	it was at the beginning!  Archers --
	GIVE US BLOOD!

The Praetorians suddenly point their bows higher and
fire --

They shoot the cloud -- the bladder EXPLODES and thick
blood rains down on the victims -- the blood splashes over
them, coating them.

EXT.  OUTSIDE COLOSSEUM - DAY

The roar from the Colosseum is now deafening as Maximus
and the City Guard round the final corner -- the Colosseum
is before them -- the massive Praetorian Guard force is
caught of guard -- with crisp military efficiency the
Felix Regiment and the City Guard quickly canter into
place, an unbroken line of seasoned warriors facing the
Praetorians.

The huge mob outside the Colosseum is confused, intrigued,
watching the face-off.  The mounted archers of the Felix
Regiment have drawn their bows.

Maximus looks down from his horse at a Praetorian Officer.

		MAXIMUS
	Throw down your weapons or we will
	kill you.

A beat.

The Praetorian Officer glances at the formidable force
against him.  He drops his sword.  His men follow suit.

		MAXIMUS
		(he turns to his men)
	FELIX REGIMENT!  DO HONOR TO YOUR
	ANCESTORS!  I SALUTE YOU!

He spurs his horse and the Felix Regiment roars, springing
into action -- they gallop through the crowd and to the
Colosseum -- meanwhile the City Guard disarm and guard the
Praetorian --

EXT.  COLOSSEUM - DAY

Commodus continues:

		COMMODUS
	As it was at the beginning so is it
	now.  The great She-Wolf of Rome
	will again suckle us, again ravage
	our enemies -- AND BRING US A WORLD
	REBORN!

At his cue, two elevator platforms rumble into view,
rising from the bowels of the Colosseum to the arena sand.

On each platform is a cage full of ferocious wolves, they
snap and growl, straining to be released.

		COMMODUS
	So it was for Romulus and Remus,
	sons of Mars, so shall it be for us!
	The great She-Wolf will --

Suddenly -- the huge wooden doors of the arena burst open
and Maximus leads the Felix Regiment cavalry thundering
into the arena.

The crowd is stunned -- Commodus is stunned -- Lucilla
bolts up --

Commodus immediately spins to Lucilla, his eyes burning --

His Praetorian are momentarily confused --

At Gallus' command the Felix Regiment archers let fly --
multiple arrows and bolts cut through most of the
Praetorians -- some confusing skirmishes as the remaining
Praetorians fire back --

Maximus leaps from his horse and begins cutting the
prisoners free --

Meanwhile, Commodus strides back down the platform toward
Lucilla in the Imperial Box, murder in his eyes --

She suddenly hugs Lucius quickly and kisses him --

		LUCILLA
	Remember your mother.

She pulls the ceremonial dagger from his little uniform
and pushes him to his attendant -- his attendant pulls him
away as --

Lucilla spins to Commodus -- he grabs her into an embrace
-- he turns the knife on her -- thrusting deeply as he
kisses her --

A long kiss as he holds her tightly to him.  Then he
gently sits her down on her throne.  Her eyes wide, dying.

One of Commodus' Body Guards grabs him:

		CENTURION BODY GUARD
	Caesar -- we must go -- !

Commodus' six Centurion Body Guards begin hustling him out
of the Imperial Box --

		COMMODUS
	GET THE BOY!

He grabs Lucius from his attendant and drags him off --

They try to escape out the back of the Imperial Box -- but
Felix Regiment troops are blocking their way -- racing up
toward them --

		CENTURION BODY GUARD
	THIS WAY, CAESAR!

Below, through the confusion, Maximus sees Commodus
escaping with Lucius down through a side tunnel.

Maximus cuts Juba and Proximo free.  Juba immediately
snatches up a sword.  Maximus quickly offers a sword to
Proximo.

		MAXIMUS
	Captain?

Proximo takes the sword.

		MAXIMUS
		(re: Commodus and
		 the others)
	Where are they going?!

		PROXIMO
	This way!

They race across the arena and into a tunnel...

INT.  COLOSSEUM - BOWELS - DAY

Proximo leads them through a series of catacombs -- damp
tunnels shoot off in every direction -- everywhere around
them the heavy machinery of the games rise like mammoth
creatures to the arena above -- a baroque network of ropes
and pulleys and counterweights and elevator platforms and
air shafts and blood sewers -- And they suddenly run
directly into Commodus, dragging Lucius, and his six
Centurions coming the other direction.

The final battle begins with no preamble --

Maximus launches himself forward -- instantly separating
Commodus and Lucius -- he slams at Commodus with his sword
-- Commodus slams back --

Proximo and Juba race into the six Centurions -- a wild
free-for-all as they prove their worth as warriors -- Juba
fights with his usual elegant precision -- Proximo fights
as a man reborn, alive again --

Proximo takes cagey advantage of his knowledge of this
subterranean world -- spinning around machinery and
leaping over blood sewers and swinging heavy
counterweights --

Maximus and Commodus hack at each other with all the fiery
passion in them -- Commodus is a perfect match for Maximus
and equally ruthless -- their swords thrust and parry and
slice at amazing speed -- one false move, one mistake,
means death --

Meanwhile, the battle is turning into a victory for Juba
and Proximo -- they are defeating the Centurions --
Commodus sees this -- and sees Lucius crying in a
corner --

He screams to one of his remaining Centurions:

		COMMODUS
	KILL THE BOY!

Maximus whirls to Lucius -- Commodus attacks -- slashing
Maximus' shoulders -- Maximus sees Proximo racing to try
and save Lucius as he spins back to battle Commodus --

A Centurion raises his sword to kill Lucius -- Juba kills
his final opponent, turns -- Proximo just manages to push
Lucius out of the way -- the Centurion's sword slices into
him --

Juba flings his sword across the room -- the final
Centurion falls --

Maximus sees Proximo collapse to a wall -- dying --
Proximo locks eyes with Maximus as he slides down the
wall.  The old pirate shrugs.  And is dead.

Juba races to Lucius and holds the boy, turning his face
away from the slaughter --

Maximus, his furious passion redoubled at Proximo's death,
attacks Commodus with every ounce of strength in him --

Commodus' eyes begin to flash with something we have never
seen before, fear.

Maximus strikes mercilessly -- forcing Commodus steadily
back until they are fighting atop one of the elevator
platforms to the arena above.

		MAXIMUS
	For my wife!

Maximus strike hard -- Commodus barely blocks the blow --

		MAXIMUS
	For my son!

He strikes harder -- Commodus is losing --

		MAXIMUS
	For my father!

He strikes with everything he's got -- slashing Commodus
-- Commodus sails back -- his sword falling --

Maximus stands over him.  Glaring.  Commodus is panting,
defeated, glaring up at him.

A beat.

		MAXIMUS
	We who are about to die salute you.

Maximus raises his sword high -- Commodus raises an arm --
Maximus SMASHES the sword down -- and Commodus is dead.

A moment as Maximus stands over Commodus.  Then he looks
at the series of counterweight ropes around the elevator
platform.

He slices through one of the ropes and the platform begins
to rise...

EXT.  COLOSSEUM - ARENA - DAY

A trap door springs open and the elevator platform rises
to the sand of the arena.  Maximus stands above the dead
Emperor.

The crowd stares in amazement -- and then begins to cheer
in joy at the return of their hero.  A chant begins...
"Maximus the Merciful... Maximus the Merciful... Maximus
the Merciful..." which then grows to a refrain of
"Caesar... Caesar... Caesar..."

Maximus ignores them, his eyes drawn to one sight:
Lucilla.

He goes to the steps of the platform leading to the
Imperial Box.  He slowly climbs the steps.

In the Imperial Box, Senator Gracchus is standing.  So too
Juba and others.

Lucius is kneeling by his mother, holding her hand, his
head down.  Lucilla is dead.  Lucius mourns with quiet
dignity.

Maximus looks at Lucilla and kneels.  He takes her other
hand.  A long moment.  He looks at Lucius.

Then he slowly bends forward and kisses Lucilla deeply,
the ritual farewell.

He stands.

Senator Gracchus steps to him:

		GRACCHUS
	General, the purple is yours if you
	so desire.  The Senate will support
	you.

Maximus looks at him.  And then at the people.  The chant
of "Caesar... Caesar... Caesar..." is like a powerful
beating heart.

Maximus moves to the edge of the Imperial Box to address
the people.  The crowd grows silent.

Maximus looks around at the blood of the arena.

		MAXIMUS
	Rome... you are better than this.
	Look inside yourselves.  I challenge
	you to find your true voice.  Help
	the Senate speak for you.  Make them
	your champion... And dare to think
	what could be.

A beat.

		MAXIMUS
	I give you back the dream.

With that he slowly turns and walks down the steps to the
arena sand.  The crowd is absolutely silent.

He goes to Titus:

		MAXIMUS
	When everything has calmed down,
	lead an orderly withdrawal.  Take
	them home.

Titus salutes.

Maximus return the salute and then leaps onto his horse.
As he canters toward the exit he turns for one final look
at Lucilla.

He sees that Lucius is now at the foot of the stairs, on
the arena sand, gazing at him.

Maximus stops his horse.

He canters back to Lucius.  The boy looks up at him.  A
moment between them.

Lucius thrusts up his hand.  Maximus grabs his hand and
swings him onto the horse behind him.

A look to Juba.  Juba bows his head with respect.
Farewell.

Maximus spins the horse around and begins cantering out of
the Colosseum.

Juba disappears into the crowd.

Maximus and Lucius canter across the arena and through the
huge doors...

EXT.  COLOSSEUM - DAY

From high above we see Maximus and Lucius riding out of
the Colosseum and disappearing into the streets of Rome.

				 FADE TO:

EXT.  VINEYARD - DAWN

Maximus stands with Lucius at his old vineyard.

It is still scorched and dead, weeds overgrowing the
vineyards, the house ruined.

Maximus puts a hand on the boy's shoulder, this boy so
like his own son.

		MAXIMUS
	It doesn't look it now... but soon
	we'll have it growing again... Next
	year there will be vines, and then
	there will be grapes... It will be
	alive.

We leave them, dreaming of the future.

				 FADE OUT.

		THE END