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THE GODFATHER

Part Two

Screenplay by

Mario Puzo

and

Francis Ford Coppola



SECOND DRAFT

September 24, 1973



FADE IN:

The Paramount Pictures logo is presented over a simple black background, as a single trumpet plays the familiar theme of a waltz. White lettering fades in:

Mario Puzo's THE GODFATHER

There is a pause, as the trumpet concludes, and there is the additional title: - Part Two -

INT. DON CORLEONE'S OLD OFFICE - CLOSE VIEW ON MICHAEL CORLEONE - DAY

standing impassively, like a young Prince, recently crowned King.

CLOSE VIEW ON Michael's hand. ROCCO LAMPONE kisses his hand. Then it is taken away. We can SEE only the empty desk and chair of Michael's father, Vito Corleone. We HEAR, over this, very faintly a funeral dirge played in the distance, as THE VIEW MOVES SLOWLY CLOSER to the empty desk and chair.

DISSOLVE TO:

EXT. A SICILIAN LANDSCAPE - FULL VIEW - DAY

We can barely make out the funeral procession passing over the burnt-brown of a dry river bed. The figures move slowly, seemingly from out of hundreds of years of the past.

The MUSICIANS walking unsteadily on the rocky bed, their instruments harsh and blaring.

They are followed by six young peasant men, carrying the crude wooden coffin on their shoulders. Then the widow, a strong large woman, dressed in black, and not accepting the arms of those walking with her.

Behind her, not more than twenty relatives, few children and paisani continue alone behind the coffin.

Suddenly, we HEAR the shots of the lupara, and the musicians stop their playing. The entire procession scatters in odd directions along the rocky river bed.

The young men struggle with the burden of the heavy coffin, throwing it out of balance and nearly crashing to the ground. We hear a woman SCREAMING:

WOMAN (Sicilian) They've killed young Paolo! They've killed the boy Paolo!

EXT. SICILIAN LANDSCAPE - MED. VIEW - DAY

across the slain body of a fourteen year old boy, lying on the parched ground. In the distance we see four or five of the mourning women, the wind blowing their black dresses and veils, running up to the body of the boy. They begin to wail, and cry out in anguished Sicilian, as the widow, the mother of the murdered boy, holds her child in her arms, his fresh blood wetting her strong hands.

EXT. BARONIAL ESTATE - TIGHT MOVING VIEW - DAY

A boy, eight or nine, with wide, frightened eyes, being pulled quickly by the hand. This is VITO ANDOLINI, who is to become The Godfather.

The VIEW ALTERS revealing that he is being pulled along by his Mother, the Widow, across a field leading to the ornamental gates of a Baronial Estate of some forgotten Noble.

At various positions near the gates are men with shotguns, or lupara. The gates are opened; and the Widow and her boy are shown before DON FRANCESCO, a man in his sixties. He wears his trousers with suspenders, and an open white shirt sloppily tucked in over his enormous belly. He wears a hat to protect him from the white-hot sun, and proudly displays a gold watch and chain over his vest.

He sits in a chair, near a group of his men in the garden, listening to the Widow, who stands before him with her only son.

WIDOW (Sicilian) Don Francesco. You murdered my husband, because he would not bend. And his oldest son Paolo, because he swore revenge. But Vitone is only nine, and dumb-witted. He never speaks.

DON FRANCESCO (Sicilian) I'm not afraid of his words.

WIDOW (Sicilian) He is weak.

DON FRANCESCO (Sicilian) He will grow strong.

WIDOW (Sicilian) The child cannot harm you.

DON FRANCESCO (Sicilian) He will be a man, and then he will come for revenge.

As she pleads, the Widow moves closer to the Don, until she has practically thrown herself to her knees before him.

WIDOW (Sicilian) I beg you, Don Francesco, spare my only son. He is all I have. In the name of the Holy Spirit, I swear he will never be a danger to you...

Suddenly, she reaches under her skirt, where she has hidden a kitchen knife.

WIDOW (continuing) But I will kill you myself! (she lunges at the Mafia chieftain) Vitone, go!

The boy runs as fast as he can out through the gates. Then there is a lupara blast. He turns, and sees his Mother flung a distance of five feet from the short range of the terrible blast of the shotgun. Then he sees the men turn their attention to him. One fires at him; but the boy is quick, and disappears into a grove of olive trees.

EXT. STREETS OF CORLEONE - NIGHT

Two men roam the deserted streets of Corleone, carrying lupare. Every so often, they stop, and one shouts in a loud, almost singsong voice, like a fish peddler. Their names are MOSCA and STROLLO.

MOSCA (Sicilian) Our Friend promises misery to anyone who harbors the boy Vito Andolini. (he turns and shouts in the other direction) Our Friend promises misery to anyone who harbors the boy Vito Andolini.

INT. A HOUSE - NIGHT

A family quietly eats their dinner. The father is the local policeman, as indicated by his uniform jacket and gun, hanging nearby.

STROLLO (Sicilian, O.S.) Our Friend will be hard with any family who gives help to Vito Andolini.

One of the children looks up, about to speak. But the father sternly indicates that nothing must be said. They go on with their dinner.

EXT. THE STREETS OF CORLEONE - FULL VIEW - NIGHT

The men continue walking up and throughout the streets, far in the distance.

MOSCA (Sicilian O.S.) ...misery to any family who harbors the boy, Vito...

INT. A BARN - NIGHT

Four little girls watch with wide eyes as their mother and father bind Vito tightly in swaddled cloth, and then lift him up to the side of a mule; counter-balancing a heavy load of firewood. The father looks at the boy's almost stoically calm little face.

FATHER (Sicilian) Vito...We pray for you.

He pulls the fabric over the boy's face.

MOSCA (Sicilian O.S.) ...Andolini...

STROLLO (Sicilian O.S.) Our Friend promises misery to any family...

EXT. THE CHURCH PLAZA - NIGHT

The men continue on their night-walk, up to the plaza of the church.

STROLLO (Sicilian) ...who harbors the boy Vitone Andolini.

The figure of a single man on a mule passes them.

MOSCA (Sicilian) Let no one give help to the boy Vito Andolini...

The man on the mule makes his way out of the village and disappears into the distance.

We begin to hear, very quietly, the Waltz repeated once again.

EXT. STEAMSHIP - CLOSE VIEW ON VITO - DAY

huddled in blankets, on the deck of the ship in Steerage. He does not say a word. The Waltz grows louder as the VIEW ALTERS, revealing the hundreds of immigrant families huddled together with all their earthly possessions on their way to America.

Then, suddenly, the Waltz stops.

THE NEW YORK HARBOR - DAY

SILENCE. We glide past the Statue of Liberty.

VIEW on the IMMIGRANTS standing on shipboard silently; looking. Vito is standing with them, his eyes wide.

CAMERA MOVES IN on the statue, then MOVING PAST, on to the beautiful buildings of Ellis Island.

EXT. ELLIS ISLAND - DAY

A tugboat pulls a barge brimming with immigrants into the Ellis Island harbor. Uniformed officials of the Immigration Service load them up toward the main building.

INT. ELLIS PROCESSING HALL - DAY

The hundreds of immigrant families sit on rows of benches in the great hall. Various painted lines lead to the steps and processing rooms above.

There is the babble of many interviews going on simultaneously, uncertainly, in different languages.

Vito is bundled in an old coat, with a large tag pinned on it: "Vitone Andolini -- Corleone, Sicilia."

He stands, moves up in the line, when several other immigrant boys, older than he, rush up an push him back in the line. Weak from the trip, he falls to the floor. The boys laugh, derisive in a language he cannot understand. He struggles to his feet, lifting his makeshift bags; staring at them in an icy hatred.

INT. PROCESSING ROOM - DAY

Three or four interviews are crowded into the small room; they are conducted in English. From the expression on Vito's face, and from the fragmented of the English, we realize that he doesn't understand a word of it.

OFFICIAL (English) What is your name?

The man waits, impatiently.

OFFICIAL Your name?

Vito doesn't answer. The Official pulls the tag pinned onto his coat and copies to down on his form, using a typewriter.

OFFICIAL (speaking as he types) Vito...Corleone. Step up, over there.

He hands the form to another official.

CLOSE VIEW on the form. The name has been entered as Vito Corleone.

INT. MEDICAL EXAM - DAY

Vito is stripped to the waist, as other immigrants wait.

The DOCTOR is just finishing his examination. He shakes his head, and then writes on the medical form.

DOCTOR Can you understand me?

Vito stares blankly.

DOCTOR You understand? Smallpox. Smallpox.

He doesn't understand. The doctor turns to the Immigration Official.

DOCTOR Quarantine...six months.

UNDERGROUND PASSAGEWAY - MOVING VIEW - DAY

Officials move a group of immigrant men, including Vito, to the quarantine section of the Island.

INT. QUARANTINE HALLWAY - DAY

The official stops at each doorway, and reads off a name.

OFFICIAL Salvatore Ormenta.

The man moves into the room, and the group proceeds.

OFFICIAL Vito Corleone.

No one responds. The guard moves to the boy, reads his new name tag. And then, not unkindly:

GUARD That's you.

He opens the door, and Vito enters the room.

EXT. THE STATUE OF LIBERTY - DAY

The VIEW slowly begins to pull back, revealing this to be the view from inside the quarantine cell, where Vito stands on his bench, looking out to the statue through the barred window.

Then he turns, and sits in the corner. He is silent for a long time.

Then, in a sweet, pure voice, he sings to himself in Sicilian.

DISSOLVE TO:

INT. CATHOLIC CHURCH - MOVING CLOSE SHOT - DAY

A nine year old boy, dressed immaculately in white, with a large white silk bow tied to his shoulder, moving slowly down the aisle of the church with a group of other children dressed in white. He has dark black hair, and his face is unmistakably similar to young Vito's. He moves slowly, his hands clasped around a golden missal. We HEAR only the pure voice of Vito in Sicilian, his sad song reaching out from the past, as ANTHONY CORLEONE, his Grandson, moves on the way to his First Holy Communion more than fifty years later.

FULL VIEW

The little children move in procession down to the Altar, where the PRIEST raises the Host, and performs the Communion Mass in Latin.

PRIEST Ecce Agnus Dei, ecce qui tollit peccata mundi.

MOVING VIEW ON THE PRIEST

and Altar boys, as he moves along the row of kneeling children, blessing them, and administering their first Communion.

CLOSE MOVING VIEW

as the innocent faces receive the Host; finally, the Priest comes to Anthony.

PRIEST Corpus Christi.

ANTHONY Amen.

EXT. LAKE TAHOE ESTATE - DAY

The lawns of this great estate on the shore of Lake Tahoe are covered with guests of a wonderful party to honor the First Holy Communion of Anthony Corleone, the son of Mr. and Mrs. Michael Corleone. A full dance orchestra plays music of the times on a pavilion bandstand built especially for the occasion. Speedboats roar through the water, pulling youthful waterskiers; and the pool and private harbor are filled with laughing, swimming guests. It is Fall of 1958.

MED. VIEW

Anthony, in his Communion suit sits alone at the table, looking like a lonely young Prince.

KAY (O.S.) Smile, Anthony. Smile.

He does, and a flash goes off.

PHOTOGRAPHER (O.S.) Now, one with the whole family.

KAY (O.S.) Mr. Corleone can't right now...

KAY CORLEONE enters from the side, leading her four year old daughter, MARY, and MAMA CORLEONE to pose with Anthony.

KAY (O.S.) ...but we'll get one with the ladies.

PHOTOGRAPHER All together now, c'mon, Anthony... CHEESE and (flash)

KAY Thank you.

She smiles as she leaves the photographer, and then lets out a weary sigh to Mama, as she touches the slightly protruding belly.

KAY Do you think it'll show in the picture?

MAMA Two months never shows. Two months look like you had a big lunch.

VOICE (O.S.) Oh, Mrs. Corleone.

A slender, aristocratic WOMAN in her late forties is waving to KAY.

MRS. BARRETT Hello, Mrs. Corleone. I'm Fran Barrett, our place is just down the lake. This is my husband, Marshall.

KAY I'm so happy you could come.

MR. BARRETT The place is transformed. We've been watching workmen come and go all summer.

MRS. BARRETT Where is Mr. Corleone?

KAY A business meeting ran late...but he promised he wouldn't be long.

Kay puts her arm around little Anthony's shoulder.

KAY This is our son Anthony Vito Corleone. Today he made his First Holy Communion.

EXT. TAHOE GATE AND KENNELS - DAY

A confusion of cars; arriving and parking. The squad of parking attendants are supplemented by a whole team of the local Police, working as high-class parking valets.

A very beautiful, statuesque woman, though slightly drunk, DEANNA DUNN, slams the door of a powder blue Mercedes and hurries barefoot through the great stone gate.

DEANNA I will not shut my mouth, and keep your Goddamn hands off of me!

She is followed by a harried, FREDDIE CORLEONE, dressed with flash in the Hollywood style, and carrying her shoes in his hands.

FREDO Honey! Wait a minute; let's go for a drive.

DEANNA I just had a drive; besides, I want to see my brother-in-law Michael.

FREDO (trying to get her to put her shoes on) Yeah, but I don't want him to see you.

Deanna pauses reflectively a moment, allowing Fredo to get her shoes on.

DEANNA What beats me, is how you guys could be brothers. You musta been your Mother's rotten egg.

She kicks off the shoes, giggling, and runs toward a waiter.

DEANNA (lifting a glass of champagne) Young man, young man...thank you, young man.

WAITER (impressed) Excuse me, but aren't you...

DEANNA Yes, you saw me in the movies, Good Humor man, and yes, I had more off than my shoes!

FREDO Goddamn bitch.

DEANNA Relax, Freddie honey. Come dance with me.

She extends her hand to him.

FREDO Listen, Michael's got a lot of nice people here. Friends of Kay's. He'll never forgive me if you ruin his party.

DEANNA I hate to see you cringe in front of him. How come you're so scared of your own kid brother?

FREDO He's the head of the family.

Disgusted, she turns around, and heads toward the music.

DEANNA Don't follow me!

EXT. TAHOE LAWN AND TABLES - MED. SHOT - DAY

Rushing through the tables, waving an arm jangling with gold jewelry, and carrying several gift-wrapped packages, is a hardened and aging CONNIE CORLEONE. She is followed by a blond, and wrinkled-handsome escort named MERLE.

CONNIE Mama...Mama! Here I am!

She throws her arms around her Mother, who returns the affection somewhat reproachfully.

MAMA Constanzia. We expected you last week; we sent the car to pick you up at the airport last week.

CONNIE I know, it was chaos; but anyway, here I am one week late. (lifting a shiny green package out of Merle's arms) This is for my Mama. You remember Merle?

MAMA (not giving him a chance to greet her) Yes, thank you.

CONNIE How are the kids?

MAMA Well, thank you, they asked for you all week.

CONNIE I got surprises for everybody!

MAMA (glancing at the wrapping) Bought at the airport.

CONNIE (gazing about) This is swell. Where's Michael? I've got things to get straight with him and I can't wait on line.

MAMA You go see your children first, and then you wait to see your brother like everybody else.

EXT. THE BOATHOUSE - DAY

A porch-like foyer of the boathouse, where a group of five or six men wait, some nervously. Some sit, and some pace.

MED. CLOSE VIEW

on one of these men, FRANKIE PENTANGELI, approaching his sixties, with gray hair (the little of it left). He's a bit scruffy, this morning's shave of his white beard is not perfect, and he seems tired. He is accompanied by an associate-bodyguard, WILLY CICCI; thin and dark, and also dressed up for the occasion. Frankie tries to get the attention of one of the waiters; a college-groomed young man in white sports jacket and black bow-tie.

PENTANGELI Hey, kid! You got any red wine?

WAITER (offering the tray) Only champagne and cocktails.

PENTANGELI Forget it...

Finally, he sees someone he recognizes, Fredo, and shouts out in a husky voice:

PENTANGELI Fredo! Sonuvabitch. You look great.

Fredo squints in his direction; finally recognizes him.

FREDO Who's that? Pentangeli? Frankie "Five-Angels"...thought you were never coming West.

PENTANGELI (affectionately) Gotta check up on my boys. Hey, what's with the food? Some kid in a white jacket brings me a ritz cracker with some chopped liver. 'Canapes,' he says. I say, 'Can a peas, my ass, that's a ritz cracker with chopped liver.' Go get me a salami sandwich and a glass of wine or I'll send you and your white jacket to the dry cleaners!

They get a good laugh at this fresh breath of New York.

FREDO Gee, Frankie, it's good to see you. Reminds me of old times.

PENTANGELI You remember Willy Cicci, don't you, Freddie? We was all together with the old man Clemenza in Brooklyn... before...uh...

FREDO We were all upset about that.

PENTANGELI That's what I'm here to talk to your brother about. What's with him, I got to get a letter of introduction to have a 'sitdown'?

FREDO (throwing his arm around him) C'mon, I see what I can do.

EXT. TAHOE PAVILION - MED. VIEW - DAY

The orchestra wears white summer sportcoats and black tuxedo slacks as they play a tango behind monogrammed music stands. A professional dance team, probably imported from Vegas, dance the tango for the excited guests.

INT. TAHOE BOATHOUSE - DAY

A large and very beautiful room overlooking the lake. It is dominated by an enormous bar, behind which stands ALBERT NERI, discreetly in the background.

MICHAEL CORLEONE sits on a large sofa, his back to us. Standing to one side is a tired and somewhat uneasy TOM HAGEN. Standing before Michael is SANDRA CORLEONE, Sonny's widow; her daughter, one of the twins, FRANCESCA CORLEONE, and a handsome young man of twenty, GARDNER SHAW.

SANDRA Michael, this is Gardner Shaw. Francesca and he have been seeing each other for six months now. Gardner, this is Francie's Uncle Michael.

GARDNER (a little nervous) I've heard a lot about you, Mr. Corleone.

MICHAEL (O.S.) Sit down. Francie.

The couple sit themselves on the sofa opposite Michael.

SANDRA They would like to set an engagement date, and...

MICHAEL Let them speak for themselves.

VIEW ON MICHAEL, calm, thoughtful. One can tell that he has special affection for his niece.

FRANCESCA We love each other, Uncle Michael. And, we want to be married. I came to ask for your blessing.

There is a loud KNOCKING on the door; then Fredo's voice.

FREDO (O.S.) Hey, Mike...guess who's here?

Neri goes to answer it, cracks the door open.

NERI Not now, Freddie...

FREDO Tell Mike Frankie 'Five-Angels' is here.

NERI Not now...

Neri closes the door, and Michael looks at the nervous young man.

MICHAEL Francesca is my oldest brother's daughter. He died many years ago, and ever since I've felt much more of a father than an uncle. I love her very much. I'm pleased and impressed that you had the thought to come to me before going on with your plans. It shows me that you're a considerate man, and will be good to her. What are you studying in college?

GARDNER My major is Fine Arts, sir.

MICHAEL How will Fine Arts support your new wife?

GARDNER It's embarrassing to say, sir, but I'm a major stockholder in the family corporation.

MICHAEL (smiling) Never be embarrassed by your wealth. This recent contempt for money is still another trick of the rich to keep the poor without it. (warmly) Of course I give you my blessing. Let's set the wedding soon...it will be my pleasure to give the bride away.

They all smile, and rise.

MICHAEL (continuing) ...and take a few courses in Business Administration just to be on the safe side!

They laugh; Michael moves toward them. Francesca throws her arms around him, and kisses her favorite uncle. The flushed young man shakes his hand heartily.

FRANCESCA Thank you, Uncle Michael.

They all take their leave; Michael turns to Hagen.

MICHAEL Make her dowry impressive. He comes from a family who still thinks an Italian bride goes barefoot.

EXT. TAHOE SWIMMING POOLS AND HARBOR - DAY

Francesca and Gardner are greeted by her twin sister and their young friends, who squeal and embrace at the good news. Someone throws someone in the pool, and life is good.

MED. CLOSE

Francesca kisses her Aunt Kay.

FRANCESCA Uncle Michael is the greatest man ever!

VIEW on Kay - happy for her niece.

INT. TAHOE BOATHOUSE - DAY

Michael sits in the darkened boathouse. Tom Hagen paces. Michael is looking at photographs. Neri stands over him.

CLOSE ON MICHAEL

studying the pictures.

NERI (O.S.) His name is Fred Vincent. He owns a small pizza parlor in Buffalo...

CLOSE ON THE PICTURES

Snapshots of a middle-aged man, handsome, Italian. There is something familiar about him.

NERI (O.S.) (continuing) ...American wife and two small kids. We traced him and found that he's in the country illegally, from Sicily...

Michael looks at another picture. The same man. Only younger, and dressed in Sicilian shepherd's clothing. We remember him as FABRIZZIO...Michael's traitorous bodyguard in Sicily.

NERI (O.S.) ...came over around 1956. Sponsored by the Barzini Family.

Michael puts the pictures down.

MICHAEL It's him. Fabrizzio. (almost to himself) Revenge is a dish that tastes best when it's cold.

NERI How do you want me to handle it?

Michael glances at Hagen, who has been waiting in the room.

MICHAEL Later. Tom?

Hagen brings him a folder; then, as Michael glances through it:

HAGEN I've cleared it through the Senator's chief aide, a man named Turnbull. Turnbull's a heavy gambler, and into us for over a hundred grand, so I figure his information is reliable.

Neri moves to the bar, to prepare Michael a drink.

HAGEN The Senator can be set up; but he thinks of himself as a clean politician. So it's got to be on terms he can live with: campaign contribution, donation to a charitable cause that he controls, things like that. If he gets even the inkling that you think you're buying him, he'll freeze up. Nevada's a funny state, they like things both ways here... All right. Turnbull says the Senator will be here at two-thirty, and he's been primed. He knows you'll want to meet with him alone, and he knows it's about the Tropicana's license. At any rate, he expects to be introduced around to some of the influential people here today, and generally treated as an ordinary guest. Just go light on him, Mikey, sometimes the biggest crooks don't like to think of themselves as crooks...

Michael glances at Hagen, as though that last remark was unnecessary.

HAGEN I'm sorry; of course, you know that.

MICHAEL Two-thirty. That gives me time to see my boy.

HAGEN Connie's outside.

Michael doesn't want to see her.

HAGEN I promised; she said it was urgent.

Michael nods.

MICHAEL All right. Apologize to Pentangeli.

Neri opens the door; Hagen exits, and Connie steps in impatiently, followed by Merle.

MICHAEL I said I would see my sister, alone.

MERLE I think this concerns me too. (taking a cigarette from the dispenser) You don't, do you?

Connie steps forward, kisses Michael on the cheek.

CONNIE How are you, honey? You've met Merle, haven't you. He was with me in Vegas.

MICHAEL I saw him with you.

CONNIE We're going to Europe next week. I want to get passage booked on the Queen.

MICHAEL Why do you come to me? Why don't you go to a travel agent?

MERLE We're going to get married first.

Michael is silent. Then he rises, and moves to the window overlooking the lake.

MICHAEL The ink on your divorce isn't dry. Your children see you on weekends; your oldest boy, Michael Francis... was in some trouble with the Reno police over some petty theft that you don't even know about.

CONNIE Michael...

MICHAEL You fly around the world with lazy young men who don't have any love for you, and use you like a whore.

CONNIE You're not my father!

MICHAEL Then why do you come to me?

CONNIE Because I need MONEY!

MICHAEL (softly) Connie, I want to be reasonable with you. You have a house here, with us. You can live here with your kids...and you won't be deprived of anything. I don't know much about Merle; I don't know what he does for a living; what he lives on. Why don't you tell him marriage is really out of the question; and that you can't see him any more. He'll understand. But if you disobey me, and marry this pimp...it would disappoint me.

CONNIE It was my father's money; and I'm entitled to what I need. Where is Tom Hagen?

She turns angrily, leaving Michael standing face to face with Merle.

MICHAEL Are you finished?

MERLE I think so.

MICHAEL Then out.

Merle puts out his cigarette and leaves, quickly.

EXT. TAHOE PAVILION - FULL VIEW - DAY

The orchestra has struck up a "Paul Jones," where two concentric circles of young people march in opposite directions, until the music stops. Then they take whomever is opposite them as their new dance partner.

VIEW ON THE HARBOR AREA

Francesca and her twin, Gardner and their elite young friends roar out of the private harbor, to get up on the water skis. We notice ROCCO LAMPONE, move along a path leading to a separate and more private boathouse. A small covered craft approaches, ties off, and a group of three men step on to the pathway, shake hands with Lampone - and follow him to the large boathouse where Michael conducts his business.

CLOSE VIEW

Pentangeli has led Mama up to the dance floor, and is having some difficulty with the orchestra.

PENTANGELI I can't believe that out of thirty professional musicians, not one of you is Italian! (as the musicians laugh) C'mon, give us a tarantella.

He waves his hands, conducting, and singing. The piano starts a vamp, the drums uncertainly join in. A clarinet starts to play "Pop Goes the Weasel," and soon the rest of the orchestra is playing that. They look to Pentangeli for approval. Disgusted, he goes back to his table, eating a handful of canapes.

INT. THE BOATHOUSE - DAY

Rocco ushers an older Italian, bundled up against the cold and wet of his boatride, to Michael.

The man shows respect to Michael, who quickly indicates that Neri should get him a drink.

MICHAEL Rocco, his friends must be hungry. See what you can do, but I'd like to keep them away from the guests.

The older man, JOHNNY 'BLUE BOY' OLA, gestures to his bodyguards, and they follow Lampone.

MICHAEL You know my lawyer, Tom Hagen. Johnny Ola.

OLA Sure, I remember Tom from the old days.

Tom shakes hands with Ola, remembering him, and his importance.

MICHAEL Tom isn't going to sit in with us, Johnny. He only handles specific areas of the family business. Tom?

HAGEN Sure, Mikey.

He gathers up some of his papers, as the three men remain silent, waiting for him to go before they talk. It's clear Tom doesn't want to be excluded.

HAGEN If you need anything, just...

MICHAEL Just tell Rocco I'm waiting.

Hagen nods and leaves. As soon as the door closes:

OLA I just left our friend in Miami.

MICHAEL How is his health?

OLA Not good.

MICHAEL Is there anything I can do; anything I can send?

OLA He appreciates your concern, Michael, and your respect.

There's a KNOCK on the door; a moment, and then Rocco quietly enters and takes his place without disturbing the conversation.

OLA The hotel's registered owners are one Jacob Lawrence, and Sidney Barclay, both Beverly Hills attorneys. In reality it's split between the Old Lakeville Road Group from Cleveland, and our friend in Miami. He takes care of others outside the country, you know who I mean. Meyer Klingman runs the store, and does all right, but I've been instructed to tell you, that if you move him out, our friend in Miami will go along with you.

MICHAEL He's very kind, tell him it's appreciated. I'm sure it will be profitable all the way around.

OLA He always makes money for his partners. One by one, our old friends are gone. Death, natural or not, prison, deported. Our friend in Miami is the only one left, because he always made money for his partners.

The door opens suddenly, and standing there in his white Communion suit, is Michael's boy Anthony. A moment later, Kay appears, and takes the boy's hand.

KAY Anthony, Daddy's busy.

MICHAEL (rising) This is my boy, and my wife. Mr. John Ola of Miami.

KAY I'm sorry, Michael. Senator Geary's here, and Mr. and Mrs. Barrett wanted to thank you before they left. Won't you join us, Mr. Ola?

MICHAEL Mr. Ola's just leaving, Kay. Please tell the Senator I won't be a minute.

Pause; she stands there a moment.

MICHAEL (continuing) Kay.

KAY Yes, Michael.

EXT. THE BOATHOUSE - DAY

Kay closes the door. It seems as though Michael has violated some sort of promise to her by having this man here today. She looks up toward the first boathouse.

WHAT SHE SEES:

The covered launch, and Ola's three bodyguards, eating while they wait.

MED. VIEW

Anthony runs away from her, heading toward the house.

KAY Anthony! (she runs after him) Anthony, where are you going?

Moodily, the boy stops, turns, and walks back to his table of honor without answering her.

EXT. TAHOE TABLES AND PAVILION - VIEW ON THE PAVILION - DAY

The orchestra has taken its break; now two couples in formal dress are performing the Quartet from Rigoletto.

VIEW ON HAGEN

sitting by himself, a little down, having a drink. He's waiting for Michael to re-summon him. SANDRA, Sonny's widow, sits opposite him.

HAGEN Where's my wife?

SANDRA With Mama, putting the baby to sleep. Francesca's very happy. Michael was kind to her. She idolizes him. (pause; she looks at a despondent Hagen) The children are all out in the speedboat. I'm going to my house.

Sandra gets up, still an attractive woman, and walks alone to the back path that leads to her home on the estate.

VIEW ON THE PAVILION

The returned orchestra strikes a big, show-biz chord, intended to command the guests' attention.

The orchestra LEADER raises his hands for silence, and makes an announcement over the P.A. system.

MAESTRO Ladies and gentlemen, a most distinguished guest would like to say a few words: Senator and Mrs. Pat Geary of the state of Nevada!

A big hand, as the smiling SENATOR introduces his WIFE by holding her arm up to the crowd, and then proceeds alone to the bandstand.

MED. VIEW

Michael stands with Kay and Mrs. Geary. The Senator's presence seems to be a statement of political and social status.

A little distance away, his beautiful son Anthony sits quietly, in an unmistakably morose mood.

INT. TAHOE - SANDRA'S HOUSE - DAY

We HEAR the applause and whistles echoing in the distance. Sandra stands in her bedroom, looking at the door. We SEE a photograph of SONNY, and also one of their wedding.

A moment goes by, and then Tom Hagen enters, closing the door behind him.

We begin to HEAR Senator Geary's amplified voice resounding over the lake. Hagen moves to Sandra. She takes him in her arms, comforting, holding his head against her full breast.

HAGEN (quietly) He doesn't want my help any more. He doesn't need it.

SANDRA We don't know that's true, he never said that.

HAGEN I can feel it in the way he talks to me.

He moves to the dresser; pours himself a drink.

HAGEN Just now when Johnny Ola showed up, he asked me to leave them alone. Ola is Hyman Roth's Sicilian contact. I was on the inside of ten, twenty meetings with him. But today Mike asked me to leave, like an outsider.

SANDRA Talk to him. Tell him how you feel.

HAGEN It's as though he blames me for the ground the family lost when I was Consigliere to Sonny.

Sandra pulls Hagen to her, and kisses him passionately on the mouth.

HAGEN I love Michael, I want to help him, be close to him. I don't want to end up a third string lawyer making property settlements for the hotels.

Sandra knows he needs her. Slowly she begins to undress.

SANDRA We have a little time now.

EXT. THE PAVILION - VIEW ON SENATOR GEARY - DAY

SENATOR GEARY ...my thanks, and the thanks of the young people of the State of Nevada, for this most impressive endowment... (he holds a check in his hand) ...made to the University in the name of Anthony Vito Corleone. Thank you, Mr. and Mrs. Michael Corleone.

Applause. Senator Geary returns the microphone to the Maestro who adds:

MAESTRO And now, the Nevada Boys' Choir have prepared a special thank you for Mr. Michael Corleone.

He turns to a small Choir Master, who leads the Boys' Choir in a choral arrangement of "MR. WONDERFUL."

VIEW ON SENATOR GEARY

shaking hands with Michael, as Press Photographers snap pictures, showing the check; showing a special award of Gratitude from the State; Mrs. Corleone and Mrs. Geary; all together; Michael and his son; Senator Geary and Michael's son; and on and on. In the midst of this:

SENATOR GEARY Where can we meet alone?

Michael indicates the boathouse a distance away, where Neri seems to be waiting for them. Then Michael leans to Rocco:

MICHAEL Find Hagen.

Rocco sets off; as more pictures are taken, and the:

BOYS' CHOIR

sings its lovely arrangement of "Mr. Wonderful."

INT. TAHOE BOATHOUSE - MED. VIEW - DAY

Michael, the Senator, Neri and Rocco make a group in the dark, large room.

MICHAEL It was very kind of you to come to my home on this occasion, Senator. My wife has been very concerned with making a good impression on the people who are our neighbors, and your appearance here has made her very happy. If I can ever perform a service for you, you only have to ask.

The door opens, and Hagen sheepishly makes his way in.

MICHAEL My lawyer, Tom Hagen. He arranged this all through your man Turnbull.

SENATOR GEARY I thought we would meet alone.

MICHAEL I trust these men with my life. They are my right arms; I cannot insult them by sending them away.

SENATOR GEARY (taking out some medication) Some water.

He addresses that to Neri, who resentfully goes to fetch the Senator a glass of water.

SENATOR GEARY Alright, Corleone. I'm going to be very frank with you. Maybe more frank than any man in my position has ever spoken to you before.

Michael nods, indicating that he should do so.

SENATOR GEARY The Corleone family controls two major hotels in Vegas; one in Reno. The licenses were grandfathered in, so you had no difficulties with the Gaming Commission. But I have the idea from sources... (takes the water from Neri and swallows his pills) ...that you're planning to move in on the Tropicana. In another week or so you'll move Klingman out, which leaves you with only one technicality. The license, which is now in Klingman's name.

MICHAEL Turnbull is a good man.

SENATOR GEARY Let's forget the bullshit, I don't want to stay here any longer than I have to. You can have the license for two hundred and fifty thousand in cash, plus a monthly fee equal to five percent of the gross...

Michael is taken aback; he looks at Hagen.

SENATOR GEARY ...of all three Corleone hotels.

Hagen is frustrated; all his information was wrong.

MICHAEL Senator Geary, I speak to you as a businessman who has made a large investment in your state. I have made that state my home; plan to raise my children here. The license fee from the Gambling Commission costs one thousand dollars; why would I ever consider paying more?

SENATOR GEARY I'm going to squeeze you, Corleone, because I don't like you; I don't like the kind of man you are. I despise your masquerade, and the dishonest way you pose yourself and your fucking family.

VIEW ON HAGEN

glances at Michael.

VIEW ON MICHAEL

makes no outward reaction.

MICHAEL (quietly) We're all part of the same hypocrisy, Senator. But never think it applies to my family.

SENATOR GEARY All right, then let me say you'll pay me because it's in your interests to pay me.

VIEW ON GEARY

rising.

SENATOR GEARY I'll expect your answer, with payment, by tomorrow morning. Only don't contact me...from now on, deal only through Turnbull.

He is almost out the door.

MICHAEL Senator... (cold and calm) ...you can have my answer now if you'd like.

Geary turns back.

MICHAEL My offer is this. Nothing...not even the thousand dollars for the Gaming Commission, which I'd appreciate if you would put up personally.

Geary returns Michael's hard look; then laughs and leaves. Slowly Michael turns to Hagen.

VIEW ON HAGEN

embarrassed at being so off the mark.

MICHAEL It's all right, Tom, we'll talk later. Tell Frankie Pentangeli I'd like him to have dinner at my family table before we do business.

EXT. THE PAVILION - NIGHT

Now the light has faltered, and the young waiters have put up the night lights. The tables are all properly set for dinner, with candles on each one.

The orchestra is playing quiet, unobtrusive dinner music, and many of the guests have begun to help themselves to the impressive buffet, under a party tent.

MED. VIEW

Michael sits at a large table with Kay, his son Anthony, Mama, Hagen and TERESA, Connie and Merle' Fredo and Deanna, and Frankie Pentangeli.

MAMA Cent' Anne.

This, the table of honor, all raise their glasses and repeat the toast.

DEANNA What's 'cent' Anne?'

FREDO A hundred years...it's a toast.

CONNIE It means we should all live happily for one hundred years. The family. If my Father were alive, it'd be true.

MAMA Connie.

CONNIE Merle, have you met my sister-in- law Deanna?

DEANNA What a pleasure, Merle. (shaking hands)

MAMA (Sicilian) Those two are perfect for each other.

MERLE What's that mean?

CONNIE Mama!

PENTANGELI (Sicilian) Michael, in all respect, I didn't come three thousand miles for dinner.

MICHAEL (Sicilian) I know.

PENTANGELI (Sicilian) When do we talk?

MICHAEL (Sicilian) After dinner.

By now, the conversation has become exclusively Sicilian, with Merle and Deanna, looking from side to side like in a tennis match. Finally, Kay, to be polite:

KAY Anthony, you were talking to Mr. Pentangeli?

ANTHONY His name is "Five-Angels."

PENTANGELI Yeah, the kid and me talked Sicilian. A one-way conversation!

INT. TAHOE BOATHOUSE - NIGHT

Pentangeli is angry; but because it is Michael he is talking to, he keeps his voice low and represses his desire to shout.

PENTANGELI Sure, Pete Clemenza died of a heart attack, but the Rosato Brothers gave it to him.

MICHAEL We were all heartbroken at the news; but that wasn't cause to start a war.

PENTANGELI Okay, now it's my family in Brooklyn; and I wanna keep up Clemenza's loyalty to you. But how can I run my family with you challenging my every move? You're too far from the street, Mike, the only way to reason with the Rosato Brothers is to whack 'em and whack 'em fast.

MICHAEL You were unfair with them.

PENTANGELI Says who?

MICHAEL Clemenza promised Rosato three territories in the Bronx after he died, and then you took over and welched.

PENTANGELI Clemenza promised them nothing, he hated the sonsuvbitches.

MICHAEL They feel cheated.

PENTANGELI Michael, you're sitting up here in the Sierra Mountains with champagne cocktails making judgment on the way I run my family.

MICHAEL (suddenly in Sicilian) Your family still carries the name Corleone, and you will run it like a Corleone!

PENTANGELI (Sicilian) And while I feed my family in New York, you put the knife in my back in Miami.

MICHAEL (firm) Frankie, you're a good old man, and you've been loyal to my Father for years...so I hope you can explain what you mean.

PENTANGELI The Rosatos are running crazy; taking hostages, spitting in my face, because they're backed by the Jew in Miami.

MICHAEL I know. That's why I want you to be fair with them.

PENTANGELI How can you be fair with animals? They recruit niggers and spicks; they do violence in their own Grandmother's neighborhoods. And everything is dope and whores; the gambling is left to last. Let me run my family without you on my back. I want them taken care of.

MICHAEL No. There are things that I have planned with Hyman Roth. I don't want them disturbed.

PENTANGELI You give your loyalty to a Jew over your own blood.

MICHAEL Frankie, you know my father respected Roth, did business with him.

PENTANGELI He did business...but he never trusted him.

Pentangeli takes his hat, and leaves.

NERI Should he go?

MICHAEL The old man had too much vino rosso, or he'd never talk openly that way. Let him go back to New York; I've already made my plans. (he checks his watch) It's late; I've spent so little time at the party.

EXT. THE LAWNS AND TABLES - FULL VIEW - NIGHT

By now the sun has fallen and the lawns of the Corleone estate are lit by moonlight. Beautifully dressed couples dance as the orchestra plays a foxtrot of the late fifties.

VIEW ON THE DANCE FLOOR

Deanna has been dancing with Fredo; she has gotten drunk and it teasing her husband by flirting with other men on the floor.

DEANNA I wanta dance...whatsa matter with that?

FREDO Dancing is alright; you're falling on the floor.

DEANNA Whatsamatter, you don't want me to dance with him 'cause he's a man!

FREDO Deanna, I'm going to belt you right in the mouth!

DEANNA These Eye-ties are really crazy when it comes to their wives.

By now guests are starting to notice the disturbance; Michael is with Kay, and some friends; Rocco catches his eye.

DEANNA (O.S.) Jesus, never marry a WOP, they treat their wives like shit.

VIEW on Kay, listening, embarrassed by her flashy sister-in- law.

VIEW ON FREDO AND DEANNA

Rocco passes by Fredo and whispers:

ROCCO Freddie, Mike says take care of it, or I have to.

DEANNA He's a friend of your brother!

Without another word, Rocco grabs firm hold of her and whisks her out of the crowd.

DEANNA "Shuffle off to Buffa... Shuffle off to Buffa... Shuffle off to Buffalooooo..."

Freddie mops his forehead, and moves to Michael.

FREDO Hey Mike, what can I say?

MICHAEL Forget it, just go take care of her.

EXT. THE HARBOR DECK - NIGHT

A large group of Tahoe teenagers join the Corleone youngsters sitting around a large fire out by the harbor. Gardner and Francie, sitting arm in arm.

EXT. TABLE OF HONOR - MED. VIEW - NIGHT

Little Anthony, in his white suit, sitting alone.

EXT. MAIN GATE - NIGHT

A taxi pulls up, and is signaled over to the gate by a policeman carrying a torch flashlight.

Connie and Merle enter; Merle tips the cop, and the cab drives off.

EXT. DANCE FLOOR AND PAVILION - MOVING TWO SHOT - NIGHT

Kay and Michael dancing in the moonlight.

MICHAEL How's the baby?

KAY Sleeping inside me.

MICHAEL Does it feel like a boy?

KAY Yes, Michael, it does.

MICHAEL I'm sorry about some of the people I had to see today. It was bad timing... but it couldn't be helped.

KAY It made me think of what you told me once. In five years, the Corleone family will be completely legitimate. That was seven years ago.

He has no answer for her; except that he loves and values her, and holds her tight, as they dance amid their guests, all dressed elegantly for the social event of the season.

The VIEW LOOSENS to show the entire, night-lit party.

DISSOLVE TO:

EXT. LAS VEGAS CHAPEL - MED. CLOSE VIEW - NIGHT

A Cadillac limousine waits for some people inside the tacky, Las Vegas marriage mill.

INT. THE CHAPEL - NIGHT

Some quiet, informally dressed couples wait in the rear of the chapel; some talking, others sitting nervously.

A single organ plays some standard wedding music.

The VIEW PANS up to the altar, where Connie and Merle, in the same clothing they wore to the Tahoe party, are being married by a Justice of the Peace.

The Justice goes through the bored, simple ceremony, and we begin to HEAR an echo of the waltz Connie danced with her father, when she was married all those years ago in Long Island.

EXT. THE TROPICANA - LAS VEGAS - MED. VIEW - DAY

A dark car pulls up to the glitter of the neon facade. Albert Neri, alone, leaves it to the parking valets, and moves quickly through the automatic doors, into the main casino. We still hear the CORLEONE WALTZ.

INT. THE TROPICANA - DAY

Albert Neri enters the room; glances around a moment, and then heads toward the crap table, where a short, middle-aged man, KLINGMAN, stands by the pit boss. Several security guards of the casino, are at their posts.

NERI Are you Klingman?

KLINGMAN Who's asking?

NERI Where can we talk?

KLINGMAN Right here.

NERI I represent the interests of the Corleone family. We make the invitation to you to tie up your affairs and be out of the hotel by Monday morning.

KLINGMAN Who do you think you're talking to?

NERI You said you were Klingman.

KLINGMAN You don't come in here, talk to an owner in Las Vegas like that.

NERI You missed my point; you are no longer an owner.

KLINGMAN Get out of my hotel.

Neri stands in front of him, smiling.

KLINGMAN Boys, get him out of here.

Quickly, Neri moves toward Klingman, and slaps him hard several times in the face, knocking off his glasses... Red- faced, Klingman gets down on his knees to pick them up once, again. Glasses on, he looks to his guards.

WHAT HE SEES

They stand, motionless.

VIEW ON KLINGMAN

Humiliated, Klingman moves across the casino floor, past a few interested gamblers, and his own people. Neri slowly follows.

INT. SHOWROOM - MED. VIEW - DAY

A typical, Lido de Paris type of show is in rehearsal, as Klingman backs into the showroom.

HIS VIEW

Neri keeps coming.

VIEW ON KLINGMAN

realizes that no one will help him. He finally capitulates.

KLINGMAN All right! All right, I'll be out.

Neri keeps moving, then heads past the terrified man, sits down at a table, and looks up at the stage.

NERI (to the staring performers) Keep it going.

EXT. A STREET IN BUFFALO, NEW YORK - NIGHT

The neon lights that spell out "FRED'S PIZZERIA" go out; after a moment a man in an overcoat steps out, and turns to lock the door of his restaurant. The Corleone Waltz continues over this. He turns.

MED. CLOSE VIEW

FRED VINCENT, whom we remember as the Sicilian Fabrizzio. He moves toward his parked car. Gets in.

MED. LONG VIEW

The starter turns, and the automobile blows in a great explosion.

DISSOLVE TO:

EXT. THE TAHOE ESTATE - NIGHT

The waltz continues over the VIEW of the empty, but still illuminated pavilion. There is the debris of the great party spread over the grounds, which a silent crew of workmen are at work cleaning up,

MED. VIEW

Michael walks alone, followed by two of the family dogs, Irish Setters.

He walks to the water line, and looks out across the lake. He picks up a stick, and throws it for the dogs; who go scampering after it.

We notice that a respectful distance away, there are bodyguards watching every move he makes.

CLOSE VIEW ON MICHAEL

looking across the lake. There is much on his mind. The SOUND of the waltz, begins to segue into the echoed music and laughter of an old Italian Music Hall from the past.

DISSOLVE TO:

INT. NEW YORK THEATRE - 1915 - NIGHT

VITO CORLEONE is a shy young man of 23, holding his hat in his hand, being led down the crowded aisle of this Italian Vaudeville theatre by an energetic and fulfilled GENCO ABBANDANDO, his friend in America. This entire sequence is played in Sicilian.

GENCO Come on, you've got to see her!

VIEW ON THE STAGE

A tattered melodrama is in progress in Neapolitan. The sets are two-dimensional, and flap whenever there's an entrance or exit.

The hero, PEPPINO, is weeping as he sings about how he's left his Mother in Italy, while he is in this new country, America.

VIEW ON THE AUDIENCE

All poor, Italo-Americans. Genco finds a few seats, and leads Vito to them, stepping on a few shoes in the process. They have barely come to their seats, when an excited Genco nudges Vito, and points to the stage. People shout that they should sit down.

VIEW ON THE STAGE

There is a knock on the door, and a young girl enters, delivering a letter to Peppino in his tenement in America. The girl is pretty; and obviously the object of Genco's affection. The letter brings bad news. Peppino's Mother is dead. He weeps, and sings the final song, which most of the audience knows: SENZA MAMMA.

VIEW ON THE AUDIENCE

Genco is enthralled with the young actress. The people in the audience are singing along with Peppino.

VIEW ON THE STAGE

The actress, object of Genco's affection, makes a dramatic exit.

VIEW ON THE AUDIENCE

Genco pulls on Vito's jacket, indicating that now that his love is offstage, they should leave. Vito rises with him, and they make their way all the way down the aisle.

INT. BACKSTAGE THEATRE - MOVING VIEW - NIGHT

Genco hurrying down the backstage corridor, hoping to catch a glimpse of the actress. He is followed by Vito. Suddenly, Genco stops short.

GENCO'S VIEW

A heavy-set, fierce looking Italian wearing an expensive light-colored suit and a cream colored fedora. This is FANUCCI. He is discussing a business matter with the theatre IMPRESARIO; a large, strong looking man, who is sweating nonetheless. He doesn't seem to be giving in to Fanucci. He holds a locked strongbox.

VIEW ON VITO

watching. The two men argue in Italian.

MED. VIEW

The young ACTRESS crosses into the area, unaware of the difficulties. The impresario sees her, and frightened, motions that she should keep away.

IMPRESARIO Carla!

But Fanucci grabs her easily by her slender wrist, and with lightning speed, produces a knife which he holds against her cheek. The impresario wrings his hands in agony.

IMPRESARIO (Sicilian) No...please, not my daughter.

Whereupon he begins to unlock the box which holds the receipts for the night's box-office.

VIEW ON GENCO AND VITO

hiding, watching. At first, Genco is enraged, as though he would rush up to help his enamorata.

GENCO (Sicilian) The Black Hand.

Then he backs away. Vito looks at him shocked and disappointed in this cowardly behavior. Genco shakes his head, and points, as though to say that where Fanucci is concerned, there is nothing to be done.

GENCO (Sicilian) (whispered) Let's get out of here.

VIEW ON FANUCCI

has released the girl. Her father pulls her away from him, and slaps her for no reason; then he pays Fanucci.

FANUCCI (Sicilian) Because you protested, it will cost a hundred more.

EXT. NEW YORK ALLEY - NIGHT

Genco and Vito; Genco leans against the wall, breathlessly, as though he's had a near escape.

GENCO (Sicilian) I know what you are thinking, Vitone, but you don't understand yet how things are. Fanucci is of the Black Hand. Everyone in the neighborhood pays him, even my father.

VITO (Sicilian) He's an Italian?

GENCO (Sicilian) A pig of a Neaponitan. (spits)

VITO (Sicilian) Why? Why does he bother other Italians?

GENCO (Sicilian) Because he knows them; he knows they have no one to protect them. Vitone? What do you think of my angel?

VITO (Sicilian) Beautiful.

GENCO (Sicilian) Beautiful.

VITO For you, she is beautiful. For me, there is only my wife!

GENCO I know. That's why I brought you with me!

Genco embraces his good friend, and they laughingly walk down the alley.

The stage door opens, and Fanucci exits, a sinister figure in white, moving down the alley just in front of them, into the night.

The two friends hold their breath, until he disappears.

EXT. NEW YORK STREETS - MOVING VIEW - DAY

Vito moves through the street, carrying groceries that he is to deliver.

It is cold, and so vendors are huddled around fires they have lit in old cans and drums.

He turns up an alleyway, and then stops.

VIEW UP THE ALLEY

With great strength, Fanucci lifts one of them up into the air and throws him down hard to the concrete; but another, holding onto his back, manages to produce a switchblade knife and awkwardly reaching around from behind the moving man, slits Fanucci's throat from one side to the other.

Fanucci groans like some great hurt animal. Blood pours from the deep, smile-like slit in his throat.

He throws the young man off his back.

VIEW ON VITO

stepping back in the alley.

VIEW ON FANUCCI

He takes off his white fedora, and runs down the alley toward Vito, catching the flowing blood in his hat.

The young attackers scurry off in various directions.

INT. ABBANDANDO GROCERY STORE - DAY

A tiny shop featuring imported food: trays of cured meats, prosciutto, copagole, mortadella lies on the counter covered with netting to keep away the thousands of flies.

Olive oil is sold in bulk, as well as wine, cheese and bacala.

Genco works here for his father, and is busy slicing paper thin prosciutto for a customer, by hand. Vito works in the back as a stock clerk.

Finished with his customer, Genco moves to his friend.

GENCO (Sicilian) I bet you can't guess what happened?

VITO (Sicilian) What?

GENCO (Sicilian) Some guys from Ninth Avenue jumped Fanucci today; slit his throat from ear to ear.

VITO (Sicilian) No, I didn't know. Is he dead?

GENCO (Sicilian) Nah. Those guys aren't murderers. They wanted to scare him, that's all. Make him look bad.

VITO (Sicilian) In Sicily, when you attack a man, you had better finish him.

GENCO (Sicilian) I wish they had. He takes fifty dollars a week from my father's cash drawer. But you can't kill a man like Fanucci.

VITO (Sicilian) Why?

GENCO (Sicilian) Because he's what we say... "connected"... You wait, see what happens to those guys from Ninth Avenue.

A customer enters; and Genco moves away to serve him.

CLOSE VIEW ON VITO

recalling what he had seen and thought.

EXT. NEW YORK ALLEYWAY - MED. VIEW - NIGHT

A young man, one of those who had tried to kill Fanucci, runs down an alleyway, breathlessly. Then he stops, and looks behind himself. Whoever was following him is gone. He turns and walks ahead. Then the mammoth, white-suited figure of Fanucci leaps down before him from the fire-escape. He grins at the young man, and then raises his neck, showing the gruesome wound that marks his throat.

He takes out his pistol and fires point-blank at his attacker.

INT. TINY TENEMENT - FULL VIEW - NIGHT

The very small, railroad type flat where Vito lives with his new family.

It is late at night, and he is exhausted.

He returns home; where his young wife, CARMELLA, goes through the silent ritual of preparing a simple meal for him. He sits and eats quietly.

INT. TENEMENT ROOM - NIGHT

Vito and Carmella enter the darkened bedroom, and approach a metal crib. Vito reaches down and takes the small hand of the baby between his thick peasant fingers. Carmella waits a respectful distance behind him.

INT. ABBANDANDO GROCERY - DAY

The shop bell RINGS; SINGER ABBANDANDO turns to see a smiling Fanucci tipping his hat, like an old customer.

FANUCCI Buon giorno.

Immediately, Vito turns back to his work, and Signor Abbandando moves to Fanucci with a sigh.

Vito notices the two men talking quietly at one side of the store, while he goes about his work. Genco works his way closer to his friend.

GENCO (Sicilian) What did I tell you. The one who cut him was found in an alley. And the family of the others paid Fanucci all their savings to make him forswear his vengeance.

VITO (Sicilian) (surprised) And he agreed?

GENCO (Sicilian) He took the money. Now he wants double from everybody in the neighborhood, including Papa.

Vito watches the heated, but inevitable transaction.

VITO (Sicilian) (almost to himself) A real mafioso doesn't sell his vengeance.

MED. VIEW

Signor Abbandando seems to be arguing with Fanucci, and every so often they turn and relate to where Vito is working. Then Fanucci leaves, the little bell RINGING; and Signor Abbandando reluctantly moves to Vito.

SIG. ABBANDANDO (Sicilian) Vitone. How is your son?

VITO (Sicilian) We are all well.

It is clear that he has something difficult to tell the young man.

SIG. ABBANDANDO Vitone...I...Fanucci has a nephew.

Vito looks at him a while, as the old man struggles to tell him.

VITO (Sicilian) And you must give him my job.

The old man nods, regretfully.

VITO (Sicilian) You have been kind to me since I was a boy; taken care of me, and been as a father. I will always be grateful to you. Thank you.

Vito takes off his apron, and leaves, passing the youth who loiters by the counter.

EXT. THE STREET - DAY

making his way from the store.

SIG. ABBANDANDO (Sicilian o.s.) Vitone!

He turns, and Abbandando has followed him out of the shop, holding a basket of some groceries.

SIG. ABBANDANDO Here...for your family.

VITO No...please understand...I cannot accept.

INT. VITO'S TENEMENT - MED. VIEW - NIGHT

Vito and his wife sit quietly at the table; the two are quiet and sad.

Suddenly, we HEAR a noise, and Vito is astonished to see a young man, PETER CLEMENZA, leaning out of the window on the other side of the air shaft which separates their apartments.

CLEMENZA Hey Paisan! Hold this for me until I ask for it. Hurry up!

Automatically Vito reaches over to the empty space at the air shaft, and takes the bundle of rags. Clemenza's round face is strained and urgent, obviously in some kind of trouble. Suddenly, he closes the window and there is activity that we cannot see in the other apartment.

Vito looks to his wife, and then closes the window and window dressing and takes the bundle into a private part of his kitchen and begins to unwrap it.

WHAT HE SEES:

Five oily guns. He immediately wraps them again, and carries them to a private closet, and hides it, and returns to his wife. He sits down back at the table; and she knows not to ask him what has happened.

EXT. NEW YORK STREETS - DAY

Vito is walking through the crowded streets with a group of workmen; they all wear work clothes, and paper hats on their heads.

Vito looks to his left, and realizes that Clemenza is walking silently with him; by contrast, Clemenza dresses well.

CLEMENZA (Sicilian) (casually) Do you have my goods still?

Vito nods.

CLEMENZA (Sicilian) Did you look inside?

Vito, his face impassive, shakes his head 'no.'

CLEMENZA (Sicilian) I'm not interested in things that don't concern me.

INT. DOWNTOWN ITALIAN SOCIAL CLUB - DAY

Vito and Clemenza drinking wine; they've become friends.

CLEMENZA (Sicilian) I have a friend who has a fine rug. Maybe your wife would like it.

VITO (Sicilian) We have no money for a rug.

CLEMENZA (Sicilian) No. He would give it away. I know how to repay a consideration.

Vito thinks, then nods.

VITO (Sicilian) She would like it.

INT. HALLWAY WEALTHY APARTMENT BUILDING - DAY

The two men proceed up the hallway; Vito is impressed with the opulence.

VITO (Sicilian) Your friend lives in a fine building.

CLEMENZA (Sicilian) Oh yes, the very best.

Clemenza knocks on the door as though he is well known here; then rings. No answer.

CLEMENZA (Sicilian) Ah, he's not at home. Oh, well, he wouldn't mind.

Quickly and expertly he takes out a tool and pries open the door.

INT. WEALTHY APARTMENT - FULL VIEW - DAY

Vito looks in awe at the luxurious apartment, which features a fabulous rich red wool rug.

Clemenza immediately moves some of the furniture away, and drops to the floor.

CLEMENZA A little help.

Vito joins him, and the two begin rolling the rug. We HEAR a BUZZER RING. Clemenza immediately drops his side of the roll, and moves to the window. He pulls a gun from his jacket.

VIEW ON Vito watching. He moves so he can see out the window.

THEIR VIEW

A Policeman stands at the exterior door, waiting. He rings the buzzer again.

VIEW ON CLEMENZA

cocking his gun. Vito realizes that if the Policeman should pursue it any further he is a dead man. The Policeman gives up and leaves.

Clemenza puts away his gun.

INT. VITO'S TENEMENT HALLWAY - DAY

The two men run up the steps, laughing, carrying the fine rug.

INT. VITO'S TENEMENT - DAY

They are on their knees cutting the rug to fit the small room. Carmella watches, holding the baby SANTINO.

MED. CLOSE ON CLEMENZA

Like a professional, cutting quickly, with the proper tools. He sings as he works.

DISSOLVE TO:

EXT. DOWNTOWN WAREHOUSE - NIGHT

Clemenza knocks on the steel door of this downtown building. Vito waits with him, holding some packages; and another youth, TESSIO, tall and thin and deadly waits with them.

The door is lifted, and they are greeted by a bright, middle-aged Italian named AUGUSTINO who leads them into a machine shop.

INT. MACHINE SHOP - NIGHT

CLEMENZA (Sicilian) Good, you waited for us.

Clemenza looks up on a higher level.

HIS VIEW

There is a nine year old boy, operating a drill press.

MED. VIEW

TESSIO (Sicilian) Who is he?

AUGUSTINO (Sicilian) My son, Carmine...it's all right.

The men then quickly open the packages they've brought; revealing gun, including a more sophisticated machine weapon.

Augustino takes them and expertly begins to clean and prepare them.

CLEMENZA (Sicilian) (to Vito) Paisan Augustino was a gunsmith in the Italian army. We do each other favors.

AUGUSTINO (Sicilian) (while he works) My boy is studying the flute. He plays very well. He helps me at night so we can buy him a silver flute someday. Now he has one made of wood. Carmine...play...play for my friends.

VIEW ON THE BOY

wide-eyed... he shuts off the press; and takes out a shabby wooden flute. And begins to play a simple and pure melody.

CLOSE ON VITO

listening.

CLOSE ON AUGUSTINO

proudly smiling, as he prepares the machine gun.

CLOSE ON TESSIO

listening, smiling.

FULL VIEW

The men listening, as the boy's father prepares their guns.

EXT. WAREHOUSE AREA - NIGHT

Tessio and Clemenza quickly load racks of cheap dresses.

Vito sits behind the wheel of the truck. He seems reserved, and we get the impression that he is studying every move his two friends are making.

INT. TENEMENT STAIRS - DAY

Clemenza runs up a flight of stairs with an armful of dresses. He knocks on a door, and a pretty HOUSEWIFE answers.

CLEMENZA (Sicilian) Lady, I got a bargain on these dresses. Five dollars each. You gotta pay at least fifteen, maybe twenty in a store. Look at them, first class.

He holds the dresses up and the woman seems interested. She handles a couple of them and stands aside so Clemenza can enter her apartment.

WOMAN (Sicilian) I don't know which one I like best.

She holds the dresses against her body, Clemenza approving of each one; and then she goes to her purse and takes out five singles and gives them to him.

CLEMENZA (Sicilian) You'd look beautiful in all of these. You should buy at least two.

WOMAN (Sicilian) Are you kidding? My husband will kill me if he knows I paid five dollars for one dress.

She holds one up, then another. She is torn. Clemenza shakes his head and straightens the dress on her body. His hand brushes her arm; she looks at him smiling.

CLEMENZA (Sicilian) You can have two for five.

She smiles back.

EXT. TENEMENT BUILDING - DAY

Clemenza jumps down the stairs, and out to the middle of the street, where Vito and Tessio are waiting in the car with some of the stock.

TESSIO (Sicilian) What took so long?

CLEMENZA (Sicilian) She couldn't decide.

Tessio and Clemenza each take more armsful of dresses and divide the neighborhood.

CLEMENZA (Sicilian) Vito, take the rest of the stock over to Dandine's warehouse; he'll move it to a wholesaler.

The three part. Vito drives the truck off.

MOVING VIEW

Vito drives the truck through the downtown streets; he turns a corner and stops for a light.

Suddenly, to his left, he sees the formidable figure of Fanucci.

He grabs young Corleone by the shoulder.

CLOSE VIEW ON FANUCCI

frightening, revealing the large circular scar, now healed.

FANUCCI (Sicilian) Ahhh, young fellow. People tell me you're rich, you and your two friends. Yet, you don't show enough respect to send a few dresses to my home. You know I have three daughters.

Vito says nothing. Fanucci thumbs through the stock.

FANUCCI (Sicilian) This is my neighborhood. You and your friends have to show me a little respect, ah? This truck you hijacked was in my neighborhood. You should let me wet my beak a little.

Fanucci takes a few of the dresses.

FANUCCI (Sicilian) I understand each of you cleared around six hundred dollars. I expect two hundred dollars for my protection and I'll forget the insult. After all, young people don't know the courtesies due a man like myself.

Vito smiles at him and nods.

FANUCCI (Sicilian) Otherwise the police will come to see you and your wife and children will be dishonored and destitute. Of course, if my information as to your gains is incorrect, I'll dip my beak just a little. Just a little, but no less than one hundred dollars, and don't try to deceive me, eh paisan?

VITO (Sicilian) (quietly) My two friends have my share of the money. I'll have to speak to them after we deliver these to the wholesaler.

FANUCCI (Sicilian) You tell your friends I expect them to let me wet my beak in the same manner. Don't be afraid to tell them. Clemenza and I know each other well, he understands these things. Let yourself be guided by him. He has more experience in these matters.

VITO (Sicilian) (shrugging innocently) You must understand, this is all new to me...

FANUCCI (Sicilian) I understand...

VITO (Sicilian) But thank you for speaking to me as a Godfather.

FANUCCI (Sicilian) (impressed) You're a good fellow.

He takes Vito's hands and clasps them in his own.

FANUCCI (Sicilian) You have respect. A fine thing in the young. Next time, speak to me first, eh? Perhaps I can help you make your plans.

Fanucci turns with the dresses draped over his arms, waving to Vito.

Vito throws the truck in gear, and drives off.

CLOSE VIEW ON VITO

We know that throughout this encounter he has seethed with an icy rage.

INT. VITO'S APARTMENT - MED. VIEW - NIGHT

He wife serves a dinner for her husband and his two friends. They discuss Fanucci as they eat.

TESSIO (Sicilian) Do you think he'd be satisfied with the two hundred dollars? I think he would.

CLEMENZA (Sicilian) That scar-faced bastard will find out what we got from the wholesaler. He won't take a dime less than three hundred dollars.

TESSIO (Sicilian) What if we don't pay?

CLEMENZA (Sicilian) (gestures, it's hopeless) You know his friends...real animals. And his connections with the police. Sure he'd like us to tell him our plans so he can set us up for the cops and earn their gratitude. Then they would owe him a favor; that's how he operates. We'll have to pay. Three hundred, are we agreed?

TESSIO (Sicilian) What can we do?

Clemenza doesn't even bother checking for Vito's opinion.

CLEMENZA (Sicilian) They say Fanucci has a license from Maranzalla himself to work this neighborhood.

VITO (Sicilian) If you like, why not give me fifty dollars each to pay Fanucci. I guarantee he will accept that amount from me.

TESSIO (Sicilian) When Fanucci says two hundred he means two hundred. You can't talk with him.

VITO (Sicilian) I'll reason with him. Leave everything in my hands. I'll settle this problem to your satisfaction.

Tessio and Clemenza regard him suspiciously.

VITO (Sicilian) I never lie to people I've accepted as my friends. Speak to Fanucci yourself tomorrow. Let him ask you for the money, but don't pay it, and don't in any way quarrel with him. Tell him you have to get the money and will send me as your messenger. Let him understand that you're willing to pay what he asks, don't bargain. I'll go to his house, and quarrel with him. He likes me; enjoys explaining how things are here. He uses ten sentences when he only needs one, so while he talks, I'll kill him.

Clemenza, irritated, makes a large belch, and washes his food down with wine.

CLEMENZA (Sicilian) Vitone! (to Tessio) Our driver has drunk too much wine.

TESSIO (Sicilian) (laughs at himself) He's going to kill Fanucci.

CLEMENZA (Sicilian) (stern) Then, after that, what? Joe 'Little Knife' Pisani; Willie Bufalino, maybe, Mr. Maranzalla himself, c'mon!

VITO (Sicilian) Fanucci is not connected; he is alone.

CLEMENZA (Sicilian) (sarcastically) What? You read it in the papers?

VITO (Sicilian) This man informs to the police; this man allows his vengeance to be bought off... No, he is alone.

TESSIO (Sicilian) If you're wrong...

VITO (Sicilian) If I'm wrong, they will kill me.

Both Clemenza and Tessio are impressed with their young friend; his willingness to risk his life on his perception of the situation.

EXT. NEW YORK STREET - MED. VIEW - NIGHT

A ten piece Italian street band plays in front of the church to commemorate the first night of the Festa di San Gennaro. People swarm in crowds, delighted by the music, as out of the church four men carry the statue of San Gennaro down to the street.

MOVING VIEW

Clemenza moves along the booths that have been set up along the street: sausage cooking on an open fire; pork livers and sweetbeards. He stops for a sandwich, and makes an irritated gesture when the vendor expects to be paid. He crosses to a church-sponsored booth with a great Wheel of Fortune, and slaps a dollar on a number. Standing next to him is Vito; they embrace.

CLEMENZA (Sicilian) (quietly) All three daughters are at church; he is alone. It's important that you let his neighbors see you leave. Tessio has broken the latch on the skylight of his building.

The wheel stops; they both lose.

CLEMENZA (English) See, Brother Carmello, even the church makes numbers.

PRIEST (English) It's only the way we collect that's different.

Vito has left while Clemenza jokes with the Priest.

EXT. FESTA STREET - NIGHT

Vito passes the booths of food, crossing toward a small and dark club.

INT. SOCIAL CLUB - NIGHT

We can still HEAR the crowds and music of the festa. Vito enters; the club is empty, except for the large white figure sitting alone at a small table. Fanucci barely acknowledges Vito as he joins him.

Without a word, Vito counts out two hundred dollars on the table. Fanucci looks, then takes off his fedora and puts it on the table over the money.

FANUCCI (Sicilian) I think there's only two hundred dollars under my hat. (he peeks) I'm right. Only two hundred dollars.

VITO (Sicilian) I'm a little short. I've been out of work. Let me owe you the money for a few weeks.

FANUCCI (Sicilian) Ah, you're a sharp young fellow. How is it I've never noticed you before (he takes the two hundred and pours some wine for Vito) You're too quiet for your own interest. I could find some work for you to do that would be very profitable. (he rises) No hard feelings, eh? If I can ever do you a service let me know. You've done a good job for yourself tonight.

EXT. FESTA STREET - MED. VIEW - NIGHT

By now the musicians have left, but still families are walking the street, and stopping at the booths.

Fanucci stands there a moment; he is known by everyone, and considers himself highly loved.

Then Fanucci begins the walk through the festa, on his way home.

EXT. ROOFTOPS - MOVING VIEW - NIGHT

Vito silently moves along the rooftop; paralleling Fanucci's walk.

We HEAR the sounds of the festa, and every so often catch a glimpse of the patterned lights, and the crowds below.

EXT. FESTA STREETS - MOVING VIEW ON FANUCCI - NIGHT

walking through the crowded streets. The statue of San Gennaro is arranged in some midnight religious ceremony.

The VIEW LIFTS UP, to the rooftops.

EXT. THE ROOFTOPS - NIGHT

Vito makes the leap that separates two buildings; then crosses toward the large skylight in the center of the building.

EXT. THE STREETS - NIGHT

The procession in the streets is preceded by ten altar boys; and the glittering Monstrance, something of an altar carried out into the streets.

The priest begins this nocturnal service, as the crowds in the street kneel down in prayer.

INT. FANUCCI'S BUILDING - NIGHT

Fanucci unlocks the door to his building; we can HEAR the services in the background.

EXT. THE ROOFTOP - NIGHT

Vito tries the trap door on the roof; it is stuck firmly shut; despite Clemenza's instructions. He struggles with it, but no luck.

From the distance, the Choir begins to Latin. Vito moves around the skylight, to an identical trap, tries this one; it opens.

EXT. THE MONSTRANCE - MED. VIEW ON THE PRIEST - NIGHT

performing the services in Latin. The ten altar boys are in attendance.

EXT. THE ROOFTOP - NIGHT

Vito reaches down into the trap, and pulls out the newly oiled gun that has been left for him. He slides down into the building.

INT. FANUCCI'S HALLWAY - DOWN ANGLE - NIGHT

Fanucci proceeds up the staircase with loud, heavy steps. An OLD WOMAN on one of the flights sees him, and immediately moves to her apartment.

FANUCCI (Sicilian) What's the matter, Signora? You don't say 'good evening'?

WOMAN (Sicilian) 'Good evening,' Signor Fanucci.

She quickly disappears behind her door. Fanucci laughs, continues up, singing to himself. The MASS outside is always in evidence.

INT. HALLWAY - NIGHT

Vito climbs down from the attic, and finds Fanucci's rear door open. He slips in, and makes his way past the open windows, out of which pour the music and chanting of the Mass. Slowly and quietly he pulls them down, shut.

He moves quietly to a glass door, and peeks out.

WHAT HE SEES:

Three young women, Fanucci's DAUGHTERS, laughing and talking.

VIEW ON VITO

A slip up. Tessio had said they were out. He steps outside to the alley where he can look into the apartment.

ANOTHER VIEW

Fanucci opens the door of his apartment, and enters.

CLOSE VIEW ON VITO

He begins to wrap the gun.

VIEW ON THE DAUGHTERS

Their father greets them with a kiss; and a little religious gift he has bought for each.

CLOSE ON THE GUN

wrapped in this primitive method of a silencer. The VIEW TILTS to Vito, caught in the dilemma of having to kill all or none of them. Then something catches his eye.

WHAT HE SEES:

A small gray alley cat is attracted to the young man, comes up to him and rubs itself against him. Vito rubs the animal, speaking softly in Sicilian, then, gaining its confidence, lifts it up and carefully lets it into Fanucci's apartment.

He steps back, holding the gun. We HEAR some Italian shouted in the house; a loud sound from the cat, and some of the thumping footsteps of Fanucci.

VIEW ON VITO

holding the wrapped gun, waiting.

WHAT HE SEES:

The white blob of Fanucci opening the door and cursing in Italian as he throws the cat out.

VIEW ON VITO

squeezing the trigger; the muffled, but still LOUD BLAST resounding in the building.

VIEW ON FANUCCI

He holds onto the door frame, trying to stand erect, trying to reach for his gun. The force of his struggle has torn the buttons off his jacket and made it swing loose. His gun is exposed but so is a spidery vein on the white shirtfront of his stomach. Carefully, as if plunging a needle into this vein, Vito Corleone fires a second bullet.

Fanucci falls to his knees, propping the door open, giving a terrible groan. We begin to hear the VOICES of girls inside the apartment.

Vito quickly opens his wallet, removes the two hundred, quickly fires one last bullet into Fanucci's sweaty cheek. Now the towel the gun was wrapped with catches fire, literally on Vito's hand; quickly he throws it to the ground, stamps it out...and disappears upward.

EXT. THE ROOFTOPS - MED. VIEW - NIGHT

Vito moves like a cat along the rooftops; we HEAR the conclusion of the Mass down below.

CLOSE ON VITO

Pausing; we can SEE the great spectacle of lights and candles on the streets below.

He empties the gun of bullets and smashes the barrel against the side of the roof ledge. He reverses it in his hand, and breaks the butt into two separate halves against the chimney. He smashes it again, and the pistol breaks into barrel and handle, two separate pieces.

He then moves along the rooftop, dropping the two separate fragments into various air shafts.

EXT. THE STREET PROCESSION - MOVING VIEW - NIGHT

The Priest, having completed the ceremony, follows as the Monstrance is carried off through the streets, as the Choir sings.

EXT. THE ROOFTOPS - MOVING VIEW - NIGHT

Vito is a dark figure, moving with agility across the rooftops.

INT. FANUCCI'S VESTIBULE - MED. VIEW - NIGHT

The corpse that was Fanucci, stained with blood.

EXT. PROCESSION - CLOSE VIEW - NIGHT

The statue of San Gennaro, followed by the altar boys.

EXT. CORLEONE TENEMENT - MED. VIEW - NIGHT

Vito's wife; her baby and several friends and neighbors sit happily on the front stoop of their tenement. Some of the men drink wine poured out of a pitcher; we can still HEAR the music and night sounds of the Festa.

A neighbor is singing a Neapolitan song.

Quietly, without a word, and with only a momentary glance from his wife, Vito joins the little group; takes a glass of wine, and listens to the song.

CLOSE VIEW ON VITO

listening to the song. He reaches out and takes the small hand of his son.

VITO (Sicilian) Santino, your papa loves you.

DISSOLVE TO:

INT. ANTHONY'S TAHOE ROOM - NIGHT

The room is large, lit from the outside by a bright evening. We can see the outline of many toys on the shelves built along the wall. We see the dark figure of Michael Corleone enter the room and approach the bed where his son Anthony lies curled in messy blankets. Michael quietly arranges his small hands and feet and covers the little boy. Suddenly, Anthony turns, his eyes open. He is staring, perfectly awake, at his father.

MICHAEL Can't you sleep?

No answer.

MICHAEL Are you alright?

ANTHONY Yes.

MICHAEL Did you like your party?

ANTHONY I got lots of presents.

MICHAEL Do you like them?

ANTHONY I didn't know the people who gave them to me.

MICHAEL They were friends.

He kisses his boy, and then turns.

ANTHONY Did you see my present for you?

MICHAEL No, where is it?

ANTHONY On your pillow.

MICHAEL I'm leaving very early tomorrow, before you wake up.

ANTHONY I know. How long will you be gone?

MICHAEL Just a few days.

ANTHONY Will you take me?

MICHAEL I can't.

ANTHONY Why do you have to go?

MICHAEL To do business.

ANTHONY I can help you.

MICHAEL Some day you will.

Michael kisses him again.

INT. MICHAEL-KAY'S BEDROOM - NIGHT

The room is lit from a small night lamp on Michael's side of the large bed.

Kay is huddled in blankets, asleep. Michael closes the door to his room, moves to his side of the bed, and glances down to the pillow.

VIEW ON THE PILLOW

is a child's drawing of a long limousine, with a man in a hat sitting in the back seat.

An arrow pointing to him is marked "DAD." Under it, a nine year old's handwriting says: "Do you like it? Check YES __ I liked it or NO __ I didn't like it." Michael turns, looking for a pencil, and moves to the dresser, where he places a check next to "YES."

He starts to cross back toward his side of the bed, when Kay turns, almost in her sleep:

KAY Michael? Why are the drapes open?

His eyes dart back to the curved, beautifully leaded windows of the room. The DRAPES are opened. Then, without a second's hesitation, he leaps to the floor, still holding his son's drawing, as a spray of machine gun bullets sweep across the windows; glass shattering all over the room.

Kay screams out; rising, still half-asleep. Michael crawls toward her, and pulls her down to the floor to him.

Then, for a moment, there is silence, soon filled by the shouts of men; as flashes of light sweep by the window, as guards with flashlights come running.

Michael holds Kay to him, knowing they have both survived, and then gently:

MICHAEL Go with the kids.

EXT. THE TAHOE ESTATE - NIGHT

Suddenly, the great floodlights are turned on, bathing lawns in an intense blue light.

Groups of ordinarily dressed security men drawn in from all directions; a state of confusion prevails. There is no sign of the attackers.

VIEW BY MICHAEL'S HOUSE

Michael is joined by Rocco Lampone, his gun drawn.

ROCCO They're still on the property. Maybe you better stay inside.

MICHAEL Keep them alive.

Six men take up posts by Michael's house.

ROCCO We'll try.

MICHAEL It's important.

He returns inside.

EXT. MAIN GATE AND KENNELS - NIGHT

The character of the summer estate has changed: bright floodlights illuminate the main points of entry: the main gate; the waterway; the stone wall that encompasses the estate on all sides.

Several men with flashlights reinforce the guard at the main gate.

FULL VIEW

Off in the distance, we see another group of men with flashlights combing the waterline. We hear indistinguishable shouts.

VIEW ON THE KENNELS

The wire gates are opened, and the trained dogs go out yelping into the outer edge of the estate.

ROOFTOP

One of Rocco's men turns the large floodlight scanning darkened forest areas, where men could hide.

MOVING VIEW

Men with flashlights and dogs. Moving through the dark areas.

LOOSE VIEW

A small Corleone launch, with a bright spotlight slowly cruises the boundaries of the estate. We SEE the silhouette of men with guns, quietly waiting and watching.

EXT. MICHAEL'S HOUSE - NIGHT

Some of the bodyguards by the shattered windows of Michael's bedroom.

The curtains are drawn from inside.

INT. MICHAEL'S HOUSE - NIGHT

Kay, the children, and some women servants have come down from the various rooms into the central living area, that can be most easily secured. The little girl is still asleep; they make you think of an immigrant family, with their blankets and frightened faces, all waiting in a central room.

Michael goes up to Kay, squeezes her hand, and whispers:

MICHAEL It will be all right. We were lucky.

She says nothing; but her face expresses the anger she feels over the jeopardy Michael has placed his children in. She holds her young daughter in her arms.

The door opens, and Rocco enters. He quickly realizes he is holding his gun in plain view in front of the family, and puts it away. Michael moves to him, and they talk a distance away from Kay.

ROCCO Your family all seem to be okay in the other houses; your Mother's still sleeping.

MICHAEL And?

ROCCO No sign of them yet; but they're still on the Estate.

We HEAR loud shouting from outside.

DEANNA (O.S.) Goddamn you! You're all nuts here, I'm not goin' to calm down...

MICHAEL'S VIEW

Through the door, that Rocco opens.

Deanna, in her nightgown, has been frightened by the gunshots; while Fredo in his bathrobe, tries to get her back into the house.

FREDO Deanna, will you get back into the house!

DEANNA I'm getting out of here I said; these guys all have guns!

MICHAEL Fredo, can't you shut that woman up! (to Rocco's men) Get her in here!

The bodyguards, gracefully help Fredo bring the hysterical Deanna into the safety of the house.

DEANNA (whimpering) I don't want to stay here...

FREDO Mike, what can I do, she's a hysterical woman...

KAY Leave her alone! You're talking as though she has no right to be frightened when there are machine guns going off in her backyard.

MICHAEL (to Rocco) Have Tom Hagen meet me in the Harbor House.

EXT. TAHOE ESTATE - HIGH ANGLE - NIGHT

Michael walks the short distance from his house, to the boathouse where he conducts his business away from his family.

A small group of bodyguards, carrying machine guns, make the walk with him from all sides, a respectful distance away. It gives the appearance of a lonely President moving in his compound, followed by teams of Secret Service men.

The boathouse is already secured by teams of men, hastily wakened from their lodge house; a barracks-like structure where reinforcements are lodged just for this kind of emergency.

FULL VIEW

In the distance, we can see the teams of men and dogs, with their lights, guns and shouts, combing every inch of the estate.

INT. THE BOATHOUSE - EMPTY VIEW - NIGHT

Michael alone in the great room. He moves to a walk-in safe, quickly runs through the combination, and opens it. He takes out an envelope, and puts it into his pocket; there's a KNOCK on the door, and Hagen enters. He had been asleep, and has quickly thrown on a robe.

MICHAEL Sit down, Tom.

EXT. TAHOE BOATHOUSE - NIGHT

From outside the leaded windows, a disoriented Hagen sits down; Michael starts to talk to him; obviously about something very serious.

The patrol securing the boathouse, walk past the window. Michael says something to Tom, who rises, and pulls the drapes, obscuring OUR VIEW.

INT. TAHOE BOATHOUSE - NIGHT

Michael talks intimately to Tom.

MICHAEL There's a lot I can't tell you, Tom. I know that's upset you in the past; and you've felt that it was because of some lack of trust or confidence. But it is because I do trust you that I've kept so much secret from you. It's precisely that at this moment, you are the only one that I can completely trust. In time, you'll understand everything.

HAGEN (nods with this statement) But your people... Neri... Rocco; you don't think...

MICHAEL No, I have confidence in their loyalty... but this is life and death, and Tom, you are my brother.

Hagen in very moved.

HAGEN Mikey, I hoped...

MICHAEL No Tom, just listen. All my people are businessmen; their loyalty is based on that. One thing I learned from my father is to try to think as the people around you think...and on that basis, anything is possible. Fredo has a good heart, but he is weak...and stupid, and stupid people are the most dangerous of all. I've kept you out of things, Tom, because I've always known that your instincts were legitimate, and I wanted you to know very little of things that would make you an accomplice, for your own protection. I never blamed you for the setbacks the family took under Sonny; I know you were in a position of limited power, and you did your best to advise and caution him. What I am saying is that now, for how long I do not know, you will be the Don. If what I think has happened is true; I will leave tonight, and absolutely no one will know how to contact me. And even you are not to try to reach me unless it is absolutely necessary. I give you complete power: over Neri... Fredo, everyone. I am trusting you with the lives of my wife and children, and the future of this family, solely resting on your judgment and talent.

VIEW ON HAGEN

A man who has steadily declined over the last five years, realizing that total power and responsibility is being placed on him.

MICHAEL (continuing) ...But Tom, you must know that I do this only because I believe you are the only one who is capable of taking over for me.

VIEW ON MICHAEL

taking out the envelope.

MICHAEL I've prepared this; have had it for over a month. It won't explain everything; but indicates where I will be, so in a sense, it is my life. (he hands the envelope to Hagen) Also, there are three tasks that must be executed immediately. Pop would have given those to Luca -- You knew Pop as well as anyone, act as though you were him. It discusses Kay as well; that will be the most difficult. The men who tried to kill me tonight, will never leave the estate.

HAGEN Will we...be able to get who ordered it out of them?

MICHAEL I don't think so. Unless I'm very wrong...they're already dead. Killed by someone inside...very frightened that they botched it. That's why I am going to disappear in a few minutes, and leave everything to you.

HAGEN But if you're wrong...

MICHAEL If I'm wrong...

There is a KNOCK on the door.

MICHAEL ...I don't think I'm wrong. (he indicates the knock) Yes.

The door opens; it is Rocco; Michael rises, after making a knowing glance toward Tom, and moves to talk quietly to a frightened and agitated Rocco.

EXT. STONE WALL AND STREAM - MOVING VIEW - NIGHT

A group of men with flashlights and guns lead Michael, Tom and Rocco to the stone bridge spanning the stream which runs through the estate.

LOW CLOSE VIEW

Michael's dispassionate face, looking down. THE VIEW MOVES to Hagen's, and then down to the murky water under the bridge, where we see the bodies of three strangers, lying in the moving water; machine-type guns nearby, with their throats cut. Light from the many flashlights illuminates the grotesque scene.

MICHAEL (O.S.) Fish them out.

Several of the men wade down into the stream; Rocco helps, and even Tom steps down to get a better look at who they were. They are total strangers; Rocco examines the type of guns they used.

When they climb back onto the ground, Michael is gone. Everyone notices it, but no one says anything.

Hagen stands there, holding the envelope Michael had given him in his hand.

He realizes that now, he is the DON.

HAGEN Get rid of the bodies. Tomorrow morning I want a report made to the local police, and paper, that some explosives we keep on the property were accidentally ignited.

The men respond; Hagen makes the lonely walk back to the lighted section of the compound, which now resembles a prison camp.

FADE OUT.

FADE IN:

INT. STATE SENATE FLOOR - DAY

The Senate is in session; Senator Geary is on the floor during a vote. An aide approaches him, with a slip of paper.

INT. GEARY'S OFFICE - DAY

The Senator steps behind his desk.

SENATOR GEARY All right, Mr. Hagen, you've got ten minutes.

He flicks the switch of a small tape recorder.

SENATOR GEARY ...and the tape will be running.

HAGEN Actually, I've come with good news; the Corleone family has done you a favor.

The Senator immediately shuts the tape recorder off.

SENATOR GEARY What the hell are you talking about?

HAGEN We know you're a busy man, with plenty of enemies -- we saw the opportunity to do you a favor, and we did. No strings.

SENATOR GEARY No strings.

HAGEN You know there's a Senate Investigating Committee recently set up; we thought it would be unfortunate if they were to trace anything though-provoking to your name.

SENATOR GEARY No one can trace anything to me; I pride myself on that.

HAGEN Do you gamble?

SENATOR GEARY A little; what's so thought- provoking about that?

HAGEN Do you owe markers?

SENATOR GEARY Maybe two, three thousand dollars.

Hagen leans forward, and deposits a handful of paper on the Senator's desk.

HAGEN The Corleone family has paid them off for you...as an expression of our esteem.

Geary quickly looks through the paid markers.

SENATOR GEARY There's thirty grand worth of paid off markers -- I never owed that much.

HAGEN Our mistake. But what does it matter; it was our money. (rising) We don't even expect thanks.

SENATOR GEARY You paid off thirty grand I never owed.

HAGEN We'll keep it quiet; the people who know are trustworthy...the Committee needn't find out.

SENATOR GEARY And what's the price of their not finding out.

HAGEN Simple. Be friendly like us. Not hostile.

SENATOR GEARY (he despises Hagen) Thanks...friend.

EXT. TAHOE ESTATE - FULL VIEW - DAY

There are more men on duty than usual; not that there are guns apparent, but it's clear that the boundaries are being patrolled.

VIEW BY MICHAEL'S HOUSE

Kay exits her house, followed by her children; she helps them into her station wagon like any housewife, and drives along the path leading to the main gate.

She's about to drive through, when one of the men steps in front of her, raising his hand.

KAY (graciously) Yes.

MAN I'm sorry, Mrs. Corleone. We're not to let you through.

KAY (disbelieving) I'm going to the market.

MAN If you could just give us a list, we'll pick up anything you want.

KAY Whose orders are these?

MAN Mr. Hagen's, ma'am.

We notice Hagen walking to them in the background.

HAGEN Kay.

VIEW THROUGH THE GATE

Hagen approaches the car; Kay gets out so they can talk away from the children.

HAGEN I wanted to explain this myself... I had business in Carson City.

He walks with her a little way from the others; the children run out of the station wagon, and start to play.

HAGEN It's Michael's request...for your safety. We can send out for anything you need.

KAY I'm supposed to stay in my house.

HAGEN Within the compound will be fine.

KAY I was supposed to take the children to New England next week.

HAGEN That's off now.

KAY I'm going to see my parents.

HAGEN Kay, Michael didn't tell me a lot; and what he did tell me, I can't repeat. But the responsibility for you and the kids was the most important thing he left me with.

KAY How long does this go on?

HAGEN I don't know. (pause) I'm sorry, Kay...

KAY Am I a prisoner?

HAGEN That's not the way we look at it.

Angrily, without another word, Kay turns away from him, and walks to her children, ignoring the running station wagon.

EXT. ITALIAN LUXURY LINER - DAY

The luxury liner making its way across the Atlantic.

INT. ITALIAN LUXURY LINER - MED. VIEW - DAY

The PURSER followed by several white uniformed associates knocks on the door of something designated the "Leonardo Suite." He is holding a telegram.

The door opens, and a tanned Merle peeks out of the door.

PURSER (holding up the telegram) I'm terribly sorry to disturb you but we have received two telegrams.

MERLE (reluctantly) Well...come in.

This entourage enters the suite, an impressive and beautifully spacious luxury suite. Connie is relaxing.

CONNIE What is it?

PURSER Yes. One is from our office in New York. The check that you wrote for your passage has been returned.

CONNIE Can't be...

MERLE Why don't you wire your bank?

PURSER The other telegram is from your bank. Your account has been closed and the company is warned not to extend any credit.

CONNIE I'll take care of it in Naples.

PURSER The company hopes so. But for now, we have orders to change your accommodations.

And with that, the men in white begin to pack Connie and Merle's luggage.

CONNIE That son of a bitch!

INT. ITALIAN LUXURY LINER - TINY THIRD CLASS CABIN - NIGHT

Connie and Merle are attempting to sleep in the miniature cabin in bunk beds. The little space is crowded with their trunks and luggage. Merle can barely hang onto the bunk, the boat pitches so violently below.

EXT. TRAIN TRACKS - MED. VIEW - DAY

A train speeds across the countryside.

INT. THE TRAIN - DAY

Inside the corridor, a porter advances, and knocks on the door of a stateroom. A voice tells him to enter. OUR VIEW enters with him as he carries a tray of lunch. From this POV we see Michael Corleone sitting in the compartment.

PORTER Mr. Paul?

MICHAEL Yes.

PORTER You ordered lunch?

MICHAEL Put it right there.

The porter does so; as he places the tray down, he catches a glimpse of a second person in the compartment with Michael.

HIS VIEW

A very fierce, almost maniacal looking man, BUSSETTA. He nods that the porter should leave.

MICHAEL Thank you.

The porter takes his advice and leaves quickly, closing the door behind him.

VIEW THROUGH THE WINDOW

Michael and his mysterious companion have lunch together on the moving train.

EXT. GULFSTREAM RACE TRACK IN MIAMI - HIGH FULL VIEW - DAY

The empty parking lot of the Gulfstream track, on an off- race day.

CLOSER VIEW

Michael sits behind the wheel of a nondescript late model car. Bussetta sits in the rear.

Another car swings into the lot. Michael starts his car, and pulls out of the lot; the second car following.

NEW VIEW

This car pulls out and begins to follow them. Michael glances back by adjusting the rear view mirror, and nods to Bussetta.

Michael's car begins to slow down, allowing the other car to overtake them.

The overtaking car hesitates a moment, moving side by side with them.

Michael glances toward the driver.

MICHAEL'S VIEW

We recognize Johnny Ola, who waves a greeting to Michael, and then continues on to lead him.

EXT. SUBURBAN MIAMI NEIGHBORHOOD - DAY

Ola's car leads Michael's through a middle-class suburban area of $30,000 to $40,000 homes. There are small channels with sporting and fishing boats parked near the houses. Ola's car pulls up in front of a very simple, tract-type home. Michael's car parks nearby.

MICHAEL (Sicilian) (to Bussetta) You'll wait in the car.

Ola has gotten out of his car and walks up the little path to the front door. Michael waits.

Ola rings the bell, and after a moment, a rather pretty, middle-aged WOMAN answers, remaining behind the screen door. Ola says a few things to her and she disappears, leaving the door open.

Ola comes down the steps, looks at Michael, nodding to him. Ola then gets into his car and drives off. Michael walks up the walkway and enters the little house, closing the door behind him.

This woman, TERRI ROTH, is in the kitchen, looking out at Michael.

TERRI I'm just going to make lunch. How about a tuna fish sandwich?

MICHAEL Thank you, Mrs. Roth.

She hurries halfway up the staircase.

TERRI Hyman...HYMAN, your friend is here. (turning to Michael) Why don't you go right upstairs, Mr. Paul?

MICHAEL Fine.

He continues upstairs; she goes into the kitchen.

TERRI I'll give a yell when lunch is ready.

Michael continues up to a small den on the second floor; we can HEAR the sound of a baseball game coming over the television.

INT. HYMAN ROTH'S DEN - DAY

Michael enters the den: it's very comfortable, but somewhat like a senior citizen's retirement home in Florida.

MICHAEL'S VIEW

There, sitting before the television is a small man in his middle sixties, thin, with a wizened face, looking like a small-time retired Jewish businessman. This is HYMAN ROTH.

ROTH Sit down, this is almost over. You follow the baseball games?

MICHAEL Not for a few years.

ROTH I like sporting events -- I really enjoy watching them in the afternoon. One of the things I love about this country. I loved baseball ever since Arnold Rothstein fixed the World Series of 1919...I heard you had some trouble.

MICHAEL Yes.

ROTH What a mistake; people behaving like that, with guns. (he shakes his head) It was my understanding we left all that behind. But, let me tell you, the important thing is that you're all right. Good health is the most important thing; more than success; more than power; more than money.

MICHAEL The incident of the other night is a nuisance that I can take care of. I came to you because I want nothing to affect our agreement; I wanted to clear everything I'm going to do with you, just in case.

ROTH You're a considerate young man.

MICHAEL You're a great man, Mr. Roth, I have much to learn from you.

ROTH (warmly) However I can help you...

MICHAEL The Rosato Brothers have performed services for you in the past; I understand that they are under your protection.

ROTH (simply) We do favors for each other...

MICHAEL Technically, they are still under the Clemenza wing of the Corleone Family, now run by Frankie Pentangeli. After Clemenza died, the Rosatos wanted territory of their own. Pentangeli refused, and came to me, asking for permission to eliminate them. I, of course, knew of their relationship with you, and in gratitude for your help with the Tropicana matter, turned him down. Pentangeli was furious, and paid one hundred and fifty thousand dollars to have me killed. I was lucky and he was stupid. I'll visit him soon. (leaning toward the old man, sincerely) The important thing is that nothing jeopardize our plans, yours and mine. This thing of ours, that we will build.

The old man touches Michael's hand, warmly.

ROTH Nothing is more important.

MICHAEL (quietly) Pentangeli is a dead man; do you object?

ROTH It's always bad for business; but you have no choice.

MICHAEL Then it's done. I must choose his replacement: it cannot be Rosato.

ROTH Of course you must keep control of your family.

He turns to Michael, turning the volume higher on the television, and moving closer to his young partner.

ROTH Michael, these things are unimportant. Who should be the manager of a dime store, Joe or Jack? Unimportant. You do what you think is right. You're a young man, and I'm old and sick. What we do together in the next few months will be history, Michael; it has never been done before. We will do this historical thing together, and even your Father could never dream it would be possible. We are bigger than U.S. Steel, you and me... because in America, anything is possible! (pause) But soon I will be dead, and it will all belong to you.

There is a KNOCK on the door, and Terri Roth pushes the door open with her hip.

TERRI My goodness, you'll rupture your eardrums, Hyman.

She puts the tray down, and turns down the television.

EXT. ROTH'S HOUSE - MED. VIEW - DAY

The sinister Bussetta waits patiently in the rear seat of the car, outside Roth's modest house.

EXT. DOWNTOWN NEW YORK - MOVING VIEW - DAY

A black Cadillac moves down the street, slowed by the Festivities of the Festa that is in progress: people milling around, buying souvenirs at the many stands set up.

Sausage and grilled meats are prepared, just as they were years ago. Electric lights are strung from the street lamps, and brightly colored banners pronounce the "Festa of the Madonna."

MOVING CLOSE VIEW

Willy Cicci drives, frustrated that he cannot go any faster. Next to him, Frankie Pentangeli sits, catching a few seconds' snooze.

MED. VIEW

The black car pulls up; another car that had been following it parks nearby.

One of Pentangeli's button men gets out of the car, and steps into a small Italian restaurant; he exits quickly, and nods affirmatively toward Pentangeli's Cadillac.

The group of them step out quickly, men huddled around Pentangeli, and enter the restaurant.

INT. THE RESTAURANT - DAY

The restaurant is quite empty, despite the excitement out on the street.

Pentangeli immediately sits at a table with a tall, dark, snappily dressed young man, CARMINE ROSATO.

Nearby, on the other side of the room is Rosato's brother, TONY, seated with a group of their men.

At another table in the restaurant is a table of Pentangeli's people: they are joined by bodyguards.

PENTANGELI Rosato, where's your brother?

ROSATO Sitting right behind you.

Pentangeli glances behind himself.

PENTANGELI He don't want to talk?

ROSATO We worked it all out beforehand.

PENTANGELI Are we going to eat or what?

ROSATO Sure, on me. I got Diner's Club.

PENTANGELI (sarcastically) Forget it; I'm suddenly without an appetite. You're making big trouble, Carmine.

ROSATO You weren't straight with us, Frankie, what else could we do?

PENTANGELI We could have talked first, saved a lot of running around.

ROSATO You wasn't listening, you didn't want to talk.

PENTANGELI Don't I look like I'm listening?

ROSATO We want Brooklyn one hundred percent. No more taxes to you. We want to be only loosely connected with your family -- sort of a under-family all of our own. Then we can act on all internal matters without talking. Also we want you to inform Michael Corleone that we can deal directly with him.

PENTANGELI I'm a little hungry, maybe I'll order something. Joe. (one of his men) Get me some bracciole or something. And pay cash. (to Rosato) And in return for these concessions, what do you do for me?

ROSATO We will release the hostages, number one. Number two, we're here for you to count on when you need us. We're independent, but we're here if you need us. In general, we'll cooperate with you and your businesses, and you in turn will cooperate with us. Pari persu.

PENTANGELI Pari Persu; what the fuck is Pari persu...?

ROSATO My lawyer went over this beforehand.

PENTANGELI What assurances do I have that there will be no more kidnapping, no more hits?

ROSATO The same assurance we got from you.

PENTANGELI What if I say shove it?

ROSATO Then Carmine Fucillo and Tony Blue DeRosa will need to be fitted for slabs.

PENTANGELI You want a war?

ROSATO We got no choice.

PENTANGELI You know if there's a way I'll go to the commission and the commission will side with me. That puts me and the other New York families against you.

ROSATO We got friends in the commission.

PENTANGELI (getting angry) I'm talking about Italians!

ROSATO What about Michael Corleone?

PENTANGELI He supports me.

ROSATO Maybe, yes... maybe no.

One of Pentangeli's men approaches with a plate of Italian food.

Pentangeli stands up, angered by this remark of Rosato's; he pushes the dish of food out of the surprised Bodyguard's hands.

PENTANGELI You drove old Pete Clemenza to his grave, Carmine; you and your brother. Turning on him; trouble in his territories -- you and your demands. I hold you responsible, just as though you shot him in the head. And I ain't gonna let that go for long!

Pentangeli walks out of the restaurant; there's a little tension between the bodyguards of the two factions.

ROSATO (O.S.) Hey, Five-Angels...

He gives him the arm.

Frankie's face turns red, like he wants to have it out here and now; but Willy Cicci calms his down, and they all make their move out.

EXT. THE RESTAURANT - DAY

Pentangeli gets into the car.

PENTANGELI Nobody I hate calls me Five-Angels to my face!

He slams the door.

EXT. PENTANGELI'S LONG BEACH ESTATE - DAY

Part of the old estate of Don Corleone. By now, the wall has been torn down, and the other houses sold off.

His car is parked; Pentangeli steps out, still angry over the confrontation. As he approaches the house, he notices something strained about the bodyguards who discreetly guard his house. No one seems to want to tell him.

PENTANGELI What's up?

Pentangeli glances over to the front door foyer.

PENTANGELI'S VIEW

The strange and silent Bussetta, the man who now always travels with Michael.

INT. PENTANGELI'S HOUSE - DAY

Pentangeli enters; he sees his WIFE, standing oddly in the hallway.

PENTANGELI (Sicilian) What's this?

WIFE Michael Corleone.

PENTANGELI One Michael Corleone...Dove?

WIFE (Sicilian) He's in your study.

He knows it is very very serious for Michael to be here in his home.

He automatically moves into his study.

INT. PENTANGELI'S STUDY - DAY

Michael stands quietly in the room. This was once his father's study, although it is totally redecorated. Pentangeli starts sweating, and moves toward the young Don, and kisses his hand.

PENTANGELI Don Corleone, I wish you let me know you was coming. We could have prepared something for you.

MICHAEL I didn't want you to know I was coming. You heard what happened in my home?

PENTANGELI Michael, yes, we was all relieved...

MICHAEL (furious) In my home! In the same room where my wife was sleeping; where my children come in their pajamas, and play with their toys.

He's terrified Pentangeli with his anger; then, just as suddenly, he talks quietly, calmly.

MICHAEL I want you to help me take my revenge.

PENTANGELI Michael, anything. What is it I can do for you?

MICHAEL I want you to settle these troubles with the Rosato Brothers.

PENTANGELI I was just going to contact you, Michael; we just had a 'sit-down' - in fact, I just come from there.

MICHAEL I want you to settle on their terms.

PENTANGELI Mike, I don't understand. Don't ask me to do that.

MICHAEL Trust me; do as I ask.

PENTANGELI It would be the beginning of the end for my family. How can I keep all my other territories in like if I let two wise-guys stand up and demand this and that, and then give it to them?

MICHAEL Frankie...do you respect me? Do I have your loyalty?

PENTANGELI Always... But sometimes I don't understand. I know I'll never have your kind of brains, in big deals. But Mike, this is a street thing. And Hyman Roth in Miami is behind the Rosato Brothers.

MICHAEL I know.

PENTANGELI Then why do you want me to lay down to them?

MICHAEL (coldly, but convincing) Frankie, Roth tried to have me killed. I'm sure it was him, but I don't know yet why.

PENTANGELI Jesus Christ, Michael, then let's hit 'em now, while we still got the muscle.

MICHAEL This was my father's old study. When I was a kid, we had to be quiet when we played near here. When I was older, I learned many things from him here. I was happy that this house never went to strangers; first Clemenza took it over, and then you. My father taught me, in this room, never to act until you know everything that's behind things. Never. If Hyman Roth sees that I interceded with you in the Rosato Brothers' favor, he'll think his relationship with me is still sound. I'm going somewhere to meet him tomorrow. We have friends in some very important business that we're making. Do this for me; you make the peace with the Rosato Brothers on their terms. Let the word out that I forced you; you're not happy wit hit, but acquiesced, just because of me. It will get back to Hyman Roth. Do this, Frankie. You can trust me.

PENTANGELI Sure, Mike. I'll go along.

MICHAEL Good.

They embrace; Michael kisses him. He looks at the young Don, thoughtfully.

INT. TROPICANA HOTEL - CLOSE VIEW - DAY

The money trays are carefully unloaded from the gaming tables, and put on a cart with others.

The cart, preceded and followed by security guards, is then wheeled through the casino, into a private, counting room.

INT. COUNTING ROOM - MED. VIEW - DAY

The guards leave the room; the door is locked after them, leaving only Hagen. Neri and an ACCOUNTANT, a very fat man. The numbered boxes are opened, and cash and checks are spread out on the counting table.

The accountant begins with amazing speed and skill, to count and divide the money.

NERI Fifteen percent skim?

HAGEN Twenty-five this time.

The accountant stops, and looks up to Neri.

NERI It might show.

HAGEN Mike wants it.

Neri nods, and the accountant continues. Neri opens a door, allowing a sandy-haired man, a COURIER, into the room. The cream is placed into his pouch personally by Neri.

NERI We've never sent this much with one courier.

HAGEN (to the courier) Your plans are a little different this time. You skip Miami, and go straight to Geneva. It's to be deposited to this number. (handing him a small envelope) And it's got to be there by Monday morning, no slip-up.

COURIER I think I was 'picked-up' last trip. That hour layover I had at Kennedy. I went over and bought a paper...

Neri has finished putting the 'creamed' money into the pouch.

NERI Those were our people.

COURIER Okay, just thought you should know.

He is just about to close and lock the pouch, when Hagen gestures that he should wait, and adds more stacks of carefully packaged bills into the pouch. Then Neri locks it, and handcuffs it to the courier's arm, looking inquiringly at Hagen.

HAGEN Let them count.

The courier is shown out through a private door, and then the first door is opened. Two accountants come in with the guards, and the trays are opened, and the counting process is begun all over again, this time with the State Tally sheets.

INT. TROPICANA CORRIDOR - MOVING VIEW - DAY

The courier continues on his way; followed by Hagen and Neri.

NERI What's up?

HAGEN No questions.

NERI I got to ask questions, Tom, there's three million dollars cash in that pouch; Mike is gone and I have no word from him.

HAGEN Al, as far as you're concerned, I'm the Don.

NERI How do I know you haven't gone into business for yourself?

This hurts Tom; but he is a reasonable man, and he knows he owes Neri some explanation.

HAGEN You've been through a lot with us so I'm going to give you the truth. Mike knows it was someone within the compound that set him up for that hit. So nobody is to know where he is, not you, not Rocco, not even his brother Fredo. Sorry, Al, I know how you feel about Mike...but he still remembers Tessio.

EXT. KEY WEST - NIGHT

Michael is led to a desolate, night-lit private dock. He is followed by the ever-present Bussetta, and they are helped onto a light-weight, luxury cabin cruiser. The crew cast off various ropes, and the boat sets out into the night.

FADE OUT.

FADE IN:

EXT. TAHOE ESTATE - DAY

A seaplane lands nicely by the private Corleone harbor; Hagen disembarks with his inevitable overloaded briefcase. He continues down the ramp, past several Buttonmen, dressed in summer casual attire, and who resemble secret service men rather than thugs.

His wife THERESA lies on a blanket on the great lawn, with her youngest children, who run to their father for a kiss.

THERESA Hungry?

HAGEN Just a little.

THERESA I've invited Mama, Sandra and the kids for barbecue.

HAGEN What about Kay?

THERESA I couldn't find her. She's been so broody, sticks to herself.

EXT. TAHOE LAWN BARBECUE - MED. VIEW - DAY

Hagen and Sonny's boys are throwing a football around on the lawn; the littler kids running after them.

Coals are burning in the old style stone barbecue, and several tables are set for the family.

In the distance, there is always evidence of the bodyguards.

Theresa, Mama and Sandra prepare the steaks.

Hagen relaxes in a sports shirt.

HAGEN Let me try Kay.

He crosses the lawn, to the house on the beach where Michael and his family live. Is about to knock on the door:

HAGEN'S SON Hey, Pop, heads up!

The football is flying in his direction; he catches it and throws it back. Then he cracks the door open, and peeks in.

INT. MICHAEL'S HOUSE - DAY

HAGEN Kay?

He steps in, the beautiful summer living room is neat, but empty.

HAGEN Anyone hungry?

He moves through the house more quickly; into the dining and recreation room areas. A cat jumps off a pile of cushions and runs across the room.

HAGEN Hello?

SANDRA (O.S.) She's gone, Tom.

Sandra has followed him into Michael's house.

HAGEN What do you mean gone?

SANDRA The Barretts from Rubicon Bay came by in a new speedboat. Rocco tried to say she wasn't in, but Kay spotted them and asked if they would take her and the kids for a ride. That was three hours ago.

HAGEN (furious) Why didn't someone tell me!

SANDRA I wanted to tell you alone; your wife doesn't know what's going on.

Hagen rushes out of the house.

EXT. TAHOE LAWN - DAY

Hagen moves quickly out of Michael's house; moving across the lawn to the boathouse.

HAGEN'S SON Hey, Dad!

This time he ignores the thrown ball, and moves directly to Rocco, who is by some men near the boathouse.

HAGEN Rocco!

ROCCO I know. I went down to the Barrett house. But she's gone. They drove her and the kids to North Tahoe airport.

HAGEN Goddamn it, where were you?

ROCCO I was in my house. Willy tried, but it would have taken some strong-arm to stop her, and he figured you wouldn't want that.

INT. THE BOATHOUSE - DAY

They enter the boathouse.

HAGEN (to one of the men) Get me a Scotch and water.

The man hurries behind the bar.

ROCCO She took a flight to San Francisco. We figure she's going to connect to New Hampshire; her parents' place.

HAGEN (almost to himself) I can't let him down.

He swallows the drink down in several gulps. And then looks up to his men watching him. He's embarrassed to have shown such weakness.

HAGEN All right, let me think a minute.

Rocco clears the men out.

ROCCO Me too, Tom?

HAGEN Yeah, give me a minute.

Rocco gone, Hagen moves behind the enormous bar, and pours himself a giant drink. He drinks that, and calms himself.

HAGEN Oh Christ, Pop. It was so good when you were alive. I felt I could handle anything...

EXT. VIEW FROM BOAT - FULL VIEW - DAY

A beautiful coastal view of a tropical Caribbean city. An extraordinary view, high buildings, palm trees, all set right on the bay.

MED. CLOSE VIEW ON MICHAEL

on the cruiser, Bussetta a little distance away, watching, but never speaking. The dark-skinned CAPTAIN of the cruiser keeps pointing repeatedly.

CAPTAIN Habana, Habana.

EXT. HAVANA STREET - MOVING VIEW - DAY

Michael and Bussetta are driven in a Mercury sedan, making its way through the streets of Havana.

CLOSE VIEW ON MICHAEL

looking out the window.

MICHAEL'S POV

Crowded streets, occasional roving bands playing for the tourists; there is much evidence of tourism: Americans walking through the streets with cameras. Occasionally, we see a Cuban with a row of numbers attached to his hat, carrying a big sheet of the daily lottery numbers. From all of these street impressions, the city is booming with activity, but there is also much evidence of whores and pimps and little children begging in the streets.

MED. VIEW

The big American car stops at an intersection. Bussetta is sitting in the forward passenger side; while Michael is in the back. He hears tapping on the window; he turns and sees four Cuban boys tapping on his window and extending their hands, and rubbing their stomachs as though they were hungry. The Cuban driver rolls down his window and shouts them away in Spanish.

INT. HAVANA CASINO LOBBY - MOVING VIEW - NIGHT

Michael is led through a beautiful wooden lobby of the hotel, done in Spanish style, apparently just recently completed. He is approached by a thin, mousy man, SAM ROTH, who ushers him toward the casino entrance.

SAM ROTH Hiya, Mr. Corleone, I'm Sam Roth. Welcome to the Capri; my brother's upstairs. You wanta take a rest before you see him, or can I get you something, anything at all?

MICHAEL No, I'm fine.

He leads Michael into the main casino.

SAM ROTH This is it! We think it makes Vegas look like the corner crap game.

MICHAEL Very impressive.

SAM ROTH Jake, Jake, come over here. Mike, I want you to meet Jake Cohen; he manages the casino for us.

COHEN (appreciating Michael's status) Mr. Corleone.

Sam turns to Bussetta and extends his glad-hand.

SAM ROTH Pleasure to meet you, I'm sure...

He gets no response whatsoever from Bussetta.

INT. PRESIDENTIAL PALACE - NIGHT

An extremely tall, well-built Cuban, tanned and wearing an attractive mustache, LEON, in his middle forties, reads from a prepared paper. His sentences are translated by a smaller man, standing to his rear.

LEON (Spanish) Most respected gentlemen, allow me to welcome you to the City of Havana, the Republic of Cuba on behalf of His Excellency, Fulgencio Batista.

THE VIEW BEGINS TO MOVE along the various men gathered for this meeting.

LEON (O.S.) I'd like to thank this distinguished group of American Industrialists, for continuing to work with Cuba, for the greatest period of prosperity in her entire history. Mr. William Proxmiro, representing the General Fruit Company... Messrs. Corngold and Dant, of the United Telephone and Telegraph Company; Mr. Petty, regional Vice-President of the Pan American Mining Corporation; and, of course, our friend Mr. Robert Allen, of South American Sugar. Mr. Nash of the American State Department. And Mr. Hyman Roth of Miami, and Michael Corleone of Nevada representing our Associates in Tourism and Leisure Activities.

VIEW ON THE ENTIRE GROUP

Leon pauses to take a drink of water. Then proudly, he lifts a shiny yellow telephone for all to see.

LEON The President would like to take this opportunity to thank U T&T for their lovely gift: a solid gold telephone! He thought all you gentlemen would care to take a look at it.

He hands the heavy phone set to one of his aides, and it is passed in turn to each of the men in attendance.

CORNGOLD Your Excellency, perhaps you could discuss the status of rebel activity and how this may affect our businesses.

MED. CLOSE VIEW ON MICHAEL

He receives the telephone, and glances at it before passing it on to Hyman Roth.

LEON (O.S.) Of course. The rebel movement is basically unpopular, and since July of 1958 has been contained in the Oriente Province, in the mountains of the Sierra Muestre.

Michael passes the phone on to Roth.

LEON (continuing) We began a highly successful offensive against them in March, and activities within the city itself are at a minimum. I can assure you we'll tolerate no guerrillas in the casinos or swimming pools!

General subdued laughter.

A CUBAN STREET - LATE DAY

Police are stopping traffic. Michael's Mercury is among the cars; a police officer, seeing that some important person is being driven, walks up to the driver. He leans forward, and says something in Spanish to the driver.

The driver, in turn, leans over to Michael.

DRIVER He says it will just be a short time and they'll let us through.

Michael looks out the window.

MICHAEL'S VIEW

The old building has been totally surrounded by police and military vehicles. Right at this moment, they are waiting lazily, but soldiers are there with automatic weapons ready. There is a momentary commotion inside the building, and the men brace up. A Captain of the Army detachment says something in Spanish over a megaphone; and his men put their weapons at the ready, as other policemen lead a group of civilians out of the building with their hands up.

They are moved over to some military truck, where they are frisked before being loaded.

All of a sudden, one of the civilian rebels breaks loose, and rushes toward the command vehicle. He hurls himself into the vehicle, as two police try to pull him out. A second later, and there is an explosion; the man obviously having hidden a grenade on his body, sacrificing his own life to take the life of the Captain.

There is a commotion, but the military quickly quell it.

CLOSE VIEW ON MICHAEL

watching. The police rush to Michael's car and guide it outside of the trouble area.

MED. VIEW

as they lead and escort the Mercury out of the area.

EXT. HAVANA COUNTRY CLUB - CLOSE VIEW - DAY

Some glasses; rum is poured into them; then Coca Cola. Quarter limes are squeezed.

SAM ROTH (O.S.) Rum... Coca Cola...a squeeze of fresh lime...

Sam prepares the drinks for his brother, Hyman, and a group of men, including Michael.

MAN Cuba Libres.

MICHAEL I was told the Cubans now call this drink: "La Mentira."

ROTH I still don't speak Spanish, Michael.

MICHAEL It means... "The Lie."

A moment's hesitation, then a few of the men laugh. Now two Cubans in white carry a table which has a lovely small cake on it.

SAM ROTH The cake is here.

They all raise their glasses to the old man.

EVERYONE (ad lib) Happy Birthday!

Roth glances at the cake and its inscription, is pleased.

ROTH I hope my age is correct: I am always accurate about my age.

Some laugh. He nods, and they begin to cut it, put a piece on plates, and carry them to the different men.

ROTH Everything we've learned in Vegas is true here; but we can go further. The bigger, the swankier, the plusher the store, the more a sense of legitimacy, and the bigger business we do. (looking at the plate brought to him) A smaller piece. What we've proposed to the Cuban Government is that it put up half the cash on a dollar for dollar basis. (accepting a smaller piece) Thank you. We can find people in the United States who will put up our share for a small piece of the action, yet we will retain control.

ONE OF THE MEN How much?

ROTH A hundred million dollars. But only if this Government relaxes its restrictions on importing building materials; we'll need some new laws, too, but that will be no difficulty.

ANOTHER MAN What are import duties now?

ROTH As much as seventy percent. Also, I'm working out an arrangement with the Minister of Labor so that all our pit bosses, stick-men and Dealers, can be considered specialized technicians eligible for two year visas. As of now they're only allowed in Cuba for six months at a time. In short, we're in a full partnership with the Cuban Government.

VIEW ON MICHAEL

is handed a piece of cake. Roth moves over to a folder of documents.

ROTH (continuing) Here are applications from Friends all over the States. I understand Santo Virgilio in Tampa is trying to make his own deal. Well, the Cuban Government will brush him off. The Lakeville Road Boys are going to take over the Nacionale here. I'm planning a new hotel casino to be known as Riviera. The new Capri will go to the Corleone Family.

MED. VIEW

The cake is sliced and carried to each of the men.

ROTH Then there's the Sevilla Biltmore; the Havana Hilton, which is going to cost twenty-four million -- Cuban banks will put up half, the Teamsters will bankroll the rest. Generally, there will be friends for all our friends including the Lieutenant Governor of Nevada; Eddie Levine of Newport will bring in the Pennino Brothers, Dino and Eddie; they'll handle actual casino operations.

And seeing that all of his friends have been served, Roth raises his fork.

ROTH Enjoy.

MICHAEL I saw an interesting thing today. A man was being arrested by the Military Police; probably an urban guerrilla. Rather than be taken alive, he exploded a grenade hidden in his jacket, taking the command vehicle with him.

The various men look up as Michael eats his cake, wondering what the point of it is.

MICHAEL It occurred to me: the police are paid to fight, and the Rebels are not.

SAM ROTH So?

MICHAEL So, that occurred to me.

VIEW ON ROTH

He understands Michael's point, if the others do not.

ROTH This country has had rebels for the last fifty years; it's part of their blood. Believe me, I know... I've been coming here since the twenties; we were running molasses out of Havana when you were a baby. To trucks owned by your father. (he chuckles warmly over the memory) We'll talk when we're alone.

And he returns his attention to the men who are gathered with him on his birthday.

EXT. ROTH'S PRIVATE TERRACE - DAY

Michael sits alone with the old man, on a terrace that overlooks the city.

ROTH You have to be careful what you say in front of the others... they frighten easy. It's always been that way, most men frighten easy.

MICHAEL We're making a big investment in Cuba. That's my only concern.

ROTH My concern is that the three million never arrived at Batista's numbered account in Switzerland. He thinks it's because you have second thoughts about his ability to stop the rebels.

MICHAEL The money was sent.

ROTH Then you have to trace it. Michael, people here look at me as a reliable man. I can't afford not to be looked on as a reliable man. But you know all that; there's nothing you can learn from me. You shouldn't have to put up with a sick old man as a partner.

MICHAEL I wouldn't consider anyone else.

ROTH Except the President of the United States.

He laughs slyly, as though this is some private joke between them. Then his laughter becomes a cough, which he painfully stifles with a handkerchief.

ROTH If only I could live to see it, kid; to be there with you. How beautifully we've done it, step by step. Here, protected, free to make our profits without the Justice Department, the FBI; ninety miles away in partnership with a friendly government. Ninety miles, just a small step, looking for a man who desperately wants to be President of the United States, and having the cash to make it possible.

MICHAEL You'll be there to see it; you'll be there.

INT. MICHAEL'S SUITE - NIGHT

The telephone has just rung; Michael listens.

OPERATOR We have your call to Tahoe, Nevada, sir.

MICHAEL Thank you. (click, click) Tom? Tom, is that you?

ROCCO (O.S.) No, Tom's out of town. This is Rocco. Who is this?

Michael is openly disturbed that Hagen is not there. He hangs up without answering.

EXT. NEW ENGLAND HOUSE - DAY

Tom Hagen steps out of a taxicab a bit tentatively, and then steps toward the door of a pleasant New England house. He rings the bell and waits, hat in hand. A moment later, the door opens, and Kay is standing there.

KAY I'm not surprised to see you, Tom.

INT. SMALL ROOM - NEW ENGLAND HOUSE - MED. VIEW - DAY

Out to the yard, where we can see glimpses of little Anthony playing by himself.

KAY (O.S.) I can't love a man like that; I can't live with him, I can't let him be father to my children. Look.

The little boy, moodily by himself.

VIEW ON KAY

obviously moved.

KAY He's not like a little boy... he doesn't talk to me; he doesn't want to play; he doesn't like other children, he doesn't like toys. It's as though he's waiting for the time he can take his Father's place. (almost in tears) You know what he told me when he was four years old. He said he had killed his Grandfather...

VIEW ON HAGEN

listening, calmly.

KAY ... He said he had shot his Grandfather with a gun, and then he died in the garden. And he asked me... he asked me, Tom, if that meant now his father would shoot him out of... revenge. (she cries) How does a four year old boy learn the word... 'revenge'?

HAGEN Kay... Kay...

VIEW ON KAY

KAY What kind of a family is this... are we human beings? He knows his Father killed his Uncle Carlo. He heard Connie.

HAGEN You don't know that's true. But Kay, just for the sake of an argument, let's assume it is, I'm not saying it is, remember, but... What if I gave you what might be some justification for what he did... or rather some possible justification for what he possibly did.

KAY That's the first time I've seen the lawyer side of you, Tom. It's not your best side.

HAGEN Okay, just hear me out. What if Carlo had been paid to help get Sonny killed? What if his beating of Connie that time was a deliberate plot to get Sonny out into the open? Then what? And what if the Don, a great man, couldn't bring himself to do what he had to do, avenge his son's death by killing his daughter's husband? What if that, finally, was too much for him, and he made Michael his successor, knowing that Michael would take that load off his shoulders, would take that guilt?

KAY He's not the same as when I met him.

HAGEN If he were, he'd be dead by now. You'd be a widow. You'd have no problem.

KAY What the hell does that mean? Come on, Tom, speak out straight once in your life. I know Michael can't, but you're not Sicilian, you can tell a woman the truth; you can treat her like an equal, a fellow human being.

There is a long silence.

Then Hagen shakes his head; he can tell her no more.

HAGEN If you told Michael what I've told you today, I'm a dead man.

KAY When is it finally over? I want it to be over before my baby is born.

HAGEN I don't know. I hope soon; but it's not over yet, and that's why you and the kids have to come back to me.

He looks at her; it's clear that he has been entrusted with her safety and her children's.

He is a kind, good man, and seems very nervous and overwrought.

VIEW ON THE WINDOW

Little Anthony is pressing his face against the glass pane, as though he senses the adults are discussing something of importance to him.

INT. TROPICANA HOTEL-CASINO - MED. VIEW - NIGHT

The Baccarat table. Busy, hundred dollar bills being played.

LOUDSPEAKER Mr. Corleone; Mr. Freddie Corleone, telephone please.

PIT BOSS Not here.

VIEW ON THE CRAP TABLES

The play is fast; pit boss presiding; but no sign of Fredo.

LOUDSPEAKER Telephone for Mr. Corleone.

ANOTHER PART OF THE CASINO

We see Neri, ominous, presiding over the entire store. He picks up a pit telephone.

NERI He's backstage. (and hangs up disgustedly)

INT. TROPICANA BACKSTAGE AREA - MED. VIEW - NIGHT

Fredo is entertaining two showgirls done up in feathers and what-have-you.

FREDO C'mon, you got fifteen minutes before the finale! I want to show you a trick with feathers.

STAGEHAND Phone for you.

FREDO Don't go away; wait a minute.

He takes the phone; we can catch a VIEW of the show going on from the wings.

FREDO (on the phone) Yeah. Okay. Who? Mikey? But... Si... si, caposco. (in Sicilian) Sure... how much? I understand. Jesus, three million... I won't let you down. Sure.

He hangs up thoughtfully.

ONE OF THE GIRLS Freddie; we still got twelve minutes before the finale!

FREDO Yeah... some other time.

EXT. NEW YORK BAR - DAY

There is a light rain. Pentangeli steps out of his car; points to Willy Cicci.

PENTANGELI Wait in the car.

He walks up the street, to the bar, where he is greeted by the tall, handsome Carmine Rosato. They shake hands. Pentangeli looks in his hand.

CLOSE VIEW

Rosato has put a crisp one hundred dollar bill in his hand, folded sharply in two.

PENTANGELI What's this?

ROSATO That's a lucky C note for our new deal.

He puts his arm around Pentangeli, and they walk into the bar.

INT. THE BAR - DAY

The bar is fairly empty; and very dark. Pentangeli and Rosato step up to the bar; the bartender momentarily stops polishing glasses to pour a couple of drinks.

ROSATO We were all real happy about your decision, Frankie; you're not goin' to regret it.

He holds up the glass.

PENTANGELI I don't like the C-note. I take it like an insult.

Suddenly, a garrote is thrown around Pentangeli's throat; and he is forcefully yanked back into the shadows, all the way into a wooden telephone booth.

CLOSE VIEW

The folded hundred dollar bill resting on the bar.

MED. CLOSE - THE PHONE BOOTH

We see only Pentangeli's feet and legs, struggling. We HEAR the terrible sounds of a man being strangled.

CLOSE ON ROSATO

Calm, and then he sees something that disturbs him.

ROSATO Shit, your friend the cop!

Suddenly, the side door opens, and a shaft of sunlight cuts through the darkness.

COP Everything all right in there, Ritchie? The door was open.

CLOSE ON THE PHONE BOOTH

Pentangeli's feet stop moving.

RITCHIE Just cleaning up. (strained voice) You okay?

COP Is that something on the floor?

ROSATO Take him!

VOICE Okay.

RITCHIE Not here; not a cop, not here!

Two figures race through the shadows and race through the doors.

COP (shouting to his partner, in uniform) Stutz! Watch out, Stutz!

EXT. THE BAR - DAY

We see that a patrol car had stopped for its routine visit. STUTZ, the second patrolman, is just stepping out of his car; Pentangeli's bodyguard, seeing the commotion, leaps out. Three men, including Rosato, rush out. There is gunfire; Cicci is wounded.

MED. CLOSE

The patrolmen is grazed across the face; trying to stop the flow of blood with his hand.

NEW VIEW

The three assailants jump into the car and drive off.

INT. THE BAR - DAY

The stricken Pentangeli comes back to life. He can barely move his lips.

PENTANGELI The bastard. The dirty bastard, he gave me a C-note. He gave me a C- note.

He sees the patrolman leaning over him.

EXT. PATROL CAR - DAY

The Sergeant is on the car radio.

SERGEANT Frankie Pentangeli murder attempt. Patrolman Stutz shot. Sahara Lounge - Utica Avenue and Claredon Road. White Cadillac three or four men took off from scene. Need ambulance; Stutz is bad. Taking Pentangeli into custody...

INT. ROTH'S SUITE IN HAVANA - MED. CLOSE VIEW ON ROTH - DAY

His wizened face, pale. Right now, though, his eyes have a sparkle as he watches three million dollars in cold cash being counted on a card table in front of him.

His brother Sam is present, and the sandy-haired Courier, a little nervous; the one who had left from the Tropicana with the Corleone skim-money. Also Johnny Ola. The money is evidently all there; Roth picks up a packet; probably a hundred thousand dollars, and throws it over to the Courier.

ROTH Make it fast; I don't want to chance him being seen.

COURIER (frightened) What about the arrangements? How can I be sure about the arrangements?

OLA Relax. You're under our protection; the Corleone family will never find you.

Ola leads the Courier to the adjoining room where two smartly dressed Military (Cuban) Police are standing, and a civilian. The Courier sees them, looks back to Ola. One of the police steps forward, placing the Courier under arrest; handcuffing him.

COURIER Hey, what's this?

The other takes the packet of money, and hands it to the civilian, who places it in the briefcase he carries. The other officer kneels down and fastens leg manacles.

COURIER The arrangements... YOU BASTARDS! What...

The Captain strikes him expertly across the side of his head with his pistol.

Ola closes the door on this scene.

EXT. THE HAVANA CAPRI - DAY

Fredo Corleone steps out of a car, squints up at the sunshine and palm trees. He is holding on tightly to a small satchel, which he won't let the bellman carry along with his other things.

INT. MICHAEL'S SUITE - MED. CLOSE VIEW - DAY

Michael and Fredo in a brother's embrace; they kiss each other. Fredo is still in his jacket, holding the satchel.

FREDO Mikey. How are you?

He glances up at Bussetta, who doesn't say a word. Fredo extends his hand.

FREDO Hiya, Freddie Corleone.

MICHAEL Mio fratello.

Then Bussetta offers his hand back to Fredo.

FREDO (taking off his jacket) What a trip, Jesus Christ, the whole time I'm thinking what if someone knew what I got in here.

He undoes the combination of the briefcase starts taking out cash. Then he stops, remembering that there's a stranger in the room.

FREDO Oh, 'scuse me.

MICHAEL It's all right. He stays with me all the time.

FREDO Oh. Mikey, what's up? I'm totally in the dark.

MICHAEL We're making an investment in Havana.

FREDO Great, Havana's great. Lots of activity in Havana! Anybody I know here. Five-Angels? Anybody?

MICHAEL Johnny Ola... Hyman Roth.

FREDO I never met them.

MICHAEL Pentangeli's dead. He was ambushed by the Rosato Brothers. (pause) Didn't you know that?

FREDO No. No, I didn't. Who tells me anything? I been kept in the dark so long, I'm getting used to it.

MICHAEL I want you to help me, Fredo.

FREDO That's what I'm here for.

MICHAEL Tonight I want to relax with you. The Senator from Nevada is here with some people from Washington. I want to show them a good time in Havana.

FREDO Count on me; that's my specialty.

MICHAEL I'd like to come along. There's been a lot of strain, and I've been cooped up in this room for three days.

FREDO Me and you, great! Gimme an hour to wash my face and do my research and we'll have these Washington suckers right where you want 'em. (then a thought strikes him) Poor Frankie Five-Angels. He always wanted to die in bed...with a broad.

INT. ROTH'S SUITE - MED. VIEW - DAY

Michael stands at Roth's door carrying the briefcase that Fredo had brought.

A hotel DOCTOR takes Hyman Roth's blood pressure, while his wife waits nervously.

DOCTOR (Spanish) You must not exert yourself; I will write out a prescription and come back tomorrow.

HOTEL MAN He's going to write a prescription.

ROTH I want my own doctor; fly him in from Miami. I don't trust a doctor who can't speak English.

The doctor is shown out. Roth gestures to the hotel man, who also leaves. Then he looks to his wife.

ROTH Honey, go down to the casino?

TERRI If you feel better...

ROTH I do. Play the Bingo game.

They kiss, and she leaves. Also Bussetta and Ola remain.

ROTH My sixth sense tells me you have a bag full of money in your hand.

Ola locks the door; Michael nods, and opens the bag, spilling its contents on the card table.

MICHAEL This doubles my investment.

ROTH Still no word of your courier? We'll find him. But at least this will satisfy our friends here. You've been invited to the New Year reception at the Presidential Home. I understand your brother is here as well; I hope he'll come.

MICHAEL Six million dollars in cash is a high price for a piece of a country in the middle of a revolution.

Roth looks patiently at Michael, as though he were a child who hadn't minded the lesson that he had been taught over and over again.

ROTH You're a careful kid, and that's good. But look. An international dispatch on the wire service. American journalism, not propaganda. The government troops have all but eliminated the rebels. All but their radio station.

MICHAEL I've read it; I'm pleased that the government is doing so well. As a heavy investor, I'm pleased. How did the doctor find you?

ROTH Terrible. I'd give twice this amount to take a piss without it hurting.

MICHAEL Who had Frankie Pantangeli killed?

ROTH (taken a bit off-balance) Why...the Rosato Brothers.

MICHAEL I know that; but who gave the go ahead.

Roth glances to Ola; he is not a fool; he realizes Michael has begun to suspect him.

MICHAEL I know it wasn't me...so that leaves you.

ROTH There was this kid that I grew up with; he was a couple years younger than me, and sort of looked up to me, you know. We did our first work together, worked our way out of the street. Things were good and we made the most of it. During prohibition, we ran molasses up to Canada and made a fortune; your father too. I guess as much as anyone, I loved him and trusted him. Later on he had an idea to make a city out of a desert stop-over for G.I.'s on the way to the West Coast. That kid's name was Moe Greene, and the city he invented was Las Vegas. This was a great man; a man with vision and guts; and there isn't even a plaque or a signpost or a statue of him in that town. Someone put a bullet through his eye; no one knows who gave the order. When I heard about it I wasn't angry. I knew Moe; I knew he was headstrong, and talking loud, and saying stupid things. So when he turned up dead, I let it go, and said to myself: this is the business we've chosen. I never asked, who gave the go ahead because it had nothing to do with business.

He regards Michael silently a moment.

ROTH (continuing) There's three million dollars on that table. I'm going to lie down, maybe take a nap. When I wake up, if it's still there, I'll know I have a partner. If it's gone, then I'll know I don't.

The old man turns, and moves in his slippers, toward his bedroom.

INT. THE CORRIDOR - DAY

Michael closes the door, and moves down the hallway. He is followed by Bussetta, who had waited in the corridor.

MICHAEL (Sicilian) How sick do you think the old man is?

BUSSETTA (Sicilian) He'll live longer than me.

INT. TROPICOR NIGHT CLUB - VIEW ON THE SHOW - NIGHT

A Havana extravaganza, with tall, beautiful showgirls done up in flamboyant, 'South-of-the-Border' Carmen Miranda costumes; the lead singer is a six foot blonde doing "Rum and Coca Cola" in that style. Her name is YOLANDA.

MED. VIEW

At a large round table, located in an obvious VIP section of the high, tropically draped room with living ferns and other tropical planting with artificial stars.

Michael rises, to be introduced by Fredo to some conservative looking Senatorial types, including Senator Pat Geary of Nevada. We notice Bussetta standing nearby.

FREDO Does everyone know everyone, or nobody knows nobody. Here, my brother, Michael Corleone... well, you know Senator Geary.

Geary warmly shakes Michael's hand.

SENATOR GEARY Good to see you, Mike; I'm glad we can spend this time together.

FREDO This is Senator Payton from Florida; Judge DeMalco from New York... Senator Ream... Mr. Questadt from California, he's a lawyer with the Price-Control Administration. And Fred Corngold of U T&T.

They all make themselves comfortable. A waiter with a tray of drinks appears.

FREDO Gentlemen... your pleasure? Cuba Libres, Pina Coladas, you name it.

SENATOR GEARY I'll take a Yolanda.

Laughter.

FREDO Later, later. All those girls look like they're on stilts!

The various tropical drinks are distributed.

SENATOR GEARY To a night in Havana!

They all join in.

FREDO (aside to Michael) Jeeze, it's great you came along, Mike... You know, we've never spent a night out on the town together. I always thought you looked down on me for liking a good time.

MICHAEL I never looked down on you, Fredo. You don't look down at a brother.

INT. THE CASINO - NIGHT

By now the group has made its way into the casino. Some of them are crowded around the crap table; Senator Geary is with the enormous and beautiful Yolanda, who barely speaks English. There are other girls with some of the men; not with Michael, who gambles dollars while talking to Corngold.

CORNGOLD Our information is that Castro is dead. There are maybe a few hundred die-hards in the Sierra Muestra; but government troops are going to clean them out any day.

Johnny Ola approaches Michael.

OLA Mike, can I talk to you.

Michael follows Ola toward the Baccarat table; a watchful Bussetta moves, a distance away, with them.

OLA Listen, this Senator from Florida already has a hundred grand worth of markers on the table.

We can see Senator Ream at the table, making thousand dollar bets on the Bank.

OLA They asked him to sign paper to take down the markers; but he got mad; told them to wait until he was finished.

MICHAEL Let him gamble.

OLA Okay. You know he doesn't have that kind of money.

FREDO Mike said let him gamble.

Fredo puts his arm around his brother; he is high with the first attention Mike has ever given him, as though finally he is being taken seriously; as though his brother needs him.

FREDO Mike, I got something special up my sleeve for these boys. You ever hear of "Superman?" And I don't mean the comic book.

MICHAEL No.

FREDO Wait'll you see!

INT. HAVANA BAR - NIGHT

Our group are in a large Havana bar; the walls totally covered with hundreds of fifths of different types of rum and other liquor.

A couple of the girls from the show are out with the men; Yolanda herself is giving them a private song and dance.

Fredo is a little loaded, and especially attentive to Michael this night.

FREDO Mikey, why would they ever hit poor old Frankie Five-Angels? I loved that ole sonuvabitch. I remember when he was just a 'button,' when we were kids. We used to put bedsheets on our heads, you know, like we were ghosts. An' ole Frankie come peek into our room, we'd jump up, and he'd always pretend like he was really scared. You remember?

MICHAEL It was hard to have him killed.

FREDO You? What do you mean you, I thought...

MICHAEL It was hard to have him killed.

FREDO You? What do you mean you, I thought...

MICHAEL It was Frankie tried to have me hit.

FREDO No. I mean, are you sure?

MICHAEL You know otherwise, Freddie?

FREDO Me? NO, no, I don't know anything. Fellas! You're all falling asleep. We got to see Superman.

CLOSE ON MICHAEL

A growing feeling about his brother.

EXT. GARISH HAVANA STREET - NIGHT

The street is lit with tons of neon signs; it is alive with people; some roving bands of musicians. Everywhere are little boys running around, begging for money. And in doorways and windows are silent, dark-skinned women.

SENATOR REAM (pushing away from the palm outstretched little hands of the boys) Goddamn beggers. Goddamn city of beggars and pimps and whores. And we bend over backwards to support them with the goddamn sugar quota.

FREDO (to Geary) What's eating him?

SENATOR GEARY He lost a quarter million dollars at the casino.

SENATOR REAM ...goddamn city of whores...

SENATOR GEARY He gave them a bad check.

INT. 'SUPERMAN SHOW' - MED. VIEW - NIGHT

A large room with a succession of platforms arranged step- like around a circular area which becomes a stage.

There are a hundred or so people, practically all men, tourists and business men, standing on the different levels, forming the audience.

In the center of the stage is a thick, telephone type pole, to which is tied a young Cuban girl, in a flimsy white sacrificial slip. A small band, mostly drummers, play some Latin music.

MED. VIEW

Fredo's party standing on the ramp, looking down at the spectacle. They're a little woozy from the drinks and late hour. Michael is with them, but now we sense he is using this time, with all exhausted and drunk, to come to some important conclusions.

QUESTADT Why do we have to stand?

FREDO Everyone stands. But it's worth it, watch!

VIEW ON THE ARENA

Now two high priestesses, scantily clad, bring in a tall and muscular Cuban, done up in chains and loin cloth, as though he were a captured slave. This is SUPERMAN

VIEW ACROSS THE MEN TO THE STAGE

FREDO That's him; that's Superman!

Some preliminary pornographic proceedings go on, as the priestesses lead the slave to the virgin tied to the post. The music is percussive and wild.

MED. VIEW ON THE MEN

SENATOR GEARY Ohmygod. I don't believe it.

QUESTADT It's got to be fake.

FREDO That's why they call him Superman. Johnny Ola told me about this; I didn't believe it.

CLOSE on Michael turning away. Not because of the spectacle which he finds disgusting, but at what his brother is saying.

FREDO (O.S.) ... but seeing is believing. Ole Johnny knows all the places. I tol' you... can you believe it?

If Michael would ever allow himself to cry, it would be now.

FREDO (continuing) The old man Roth, would never come; but Johnny knows these places like the back of his hand...

FADE OUT.

FADE IN:

INT. MICHAEL'S SUITE - MED. VIEW - MORNING

Michael is alone in his bedroom; it seems as though he hasn't slept very much, but sits by his window, looking out at the city. He is troubled and tired.

His radio is on:

RADIO (Spanish) "This is Rebel Radio: Rebel troops of Column Four 'Jose Marti' took the town of Baire yesterday at 8:30 p.m. The enemy has retreated..."

EXT. CUBAN STREET - MORNING

This street in Havana is like a Caribbean tourist city with no indication of the revolution in progress.

Michael walks along the street, alone, past the Cubans on their way to work; past the American ladies who have gotten up early for their shopping spree.

RADIO (Spanish) (continuing) ... An important military action is developing along a 35-kilometer stretch of the Central Highway. Numerous enemy garrisons are left with two alternatives, surrender or annihilation...

One full block away, Bussetta rides in the front seat of the dark Mercury, driving slowly, giving Michael his privacy, but never letting him out of Bussetta's sight.

CLOSE ON MICHAEL

watching.

MICHAEL'S VIEW

Shopkeepers happily luring the tourists into their shops in broken English. Havana is prosperous.

RADIO (continuing) ... Victories in war depend on a minimum on weapons and to a maximum on morale...

VIEW ON MICHAEL

glances back to the dark car following him. In a moment, it pulls up to him, and he gets into the back seat.

EXT. AMERICAN MILITARY MISSION - VIEW ON MICHAEL - DAY

standing by his car, looking through the cyclone fencing that borders this military training camp operated by the American Army near the city.

RADIO ... War is not a simple question of rifles, bullets, guns and planes...

CLOSER VIEW INTO THE CAMP

EXT. HAVANA STREET - DAY

A street singer, followed by a guitarist sings Jose Marti's words of "Guantanamera." It is solemn, as though it is a song of protest, a song of the revolution.

Nearby, in a restaurant, Michael has lunch with Fredo.

MICHAEL How is your wife, Fredo...your marriage?

FREDO (eating) You know her; drives me crazy, one minute she's a popsicle, the next she's all vinegar. Sometimes I think... I think - I should a married someone, like you did. To have kids, to have a family.

Michael turns, distracted for a moment at something the singer has sung.

MICHAEL "Yo soy un hombre sincero..." I am a sincere man, From the land of the palms...

FREDO What's that?

MICHAEL The song. Are you sincere with me, Fredo?

FREDO Sincere. What are you talking about, of course I'm sincere with you, Mike.

MICHAEL Then I'm going to confide in you; trust you with something.

FREDO (Sicilian) Mike, are you crazy, I'm your brother.

MICHAEL Tonight we've been invited to a reception at the Presidential Palace; to bring in the New Year. You and I will go in a special car that's being sent. They'll have cocktails... then dinner, and a reception with the President. When it's over, it will be suggested that you take Questadt and his friends from Washington to spend the night with some women. I'll go home alone in the car; and before I reach the hotel, I'll be assassinated.

FREDO ...Who?

MICHAEL The same man who tried in Nevada... Hyman Roth, not Pentangeli.

FREDO But, you told me yourself...

MICHAEL It was never Pentangeli... I've always known that. It was Roth all along. He talks to me as a son; as his successor, but the old man thinks he'll live forever.

FREDO What do you want me to do?

MICHAEL To go tonight, with me, as though we know nothing. I've already made my move.

FREDO What is it? Can I help?

MICHAEL The old man will never bring in the New Year.

Fredo realizes what he means; looks immediately to Bussetta, who had been sitting near the door and the musicians. He is gone.

INT. HOTEL CORRIDOR - MOVING VIEW ON BUSSETTA - NIGHT

The first time ever away from Michael, moving toward us quickly. He stops, knocks on the door of Roth's suite. Then quickly for a man his size, he moves without noise to the adjoining door, opens it with a key, and disappears inside.

A moment elapses on the empty corridor, and then a roused Johnny Ola, opens the first door. He steps out into the corridor, to see who had knocked. Confused, he is about to return inside, when Bussetta easily breaks his neck in two from behind.

INT. THE SUITE - MED. VIEW - NIGHT

as Bussetta quietly pulls the limp body of Johnny Ola, his head bent at an impossible angle, and lays it at the foot of the couch.

EXT. PRESIDENTIAL PALACE - NIGHT

Guards who are regular troops patrol the Palace in twos, carrying machine weapons.

Now an elite officer, checks the identification of the various cars carrying dignitaries, as they are driven up to the Palace. The one being inspected at the moment contains Fredo and Michael. We can see the beautifully dressed people on their way to the reception, and sense the cheerful mood of this New Year's Eve.

INT. THE SUITE - NIGHT

Bussetta bends over Ola's body, tying the wrists and knees with electrical extensions. He then easily carries the body to the small balcony which all the rooms have.

EXT. THE BALCONY - NIGHT

Bussetta swings the body over the side of the balcony railing; tying the extension cord to the railing, and suspending the body so that it is invisible both from the inside and out during the night.

INT. PRESIDENTIAL PALACE - VIEW ON THE MAIN FOYER - NIGHT

The PRESIDENT, his WIFE and six oldest CHILDREN great formally the many beautifully and affluently dressed guests. He speaks to them in Spanish, as one by one they file to him.

Michael and Fredo are presented in a group with several other Americans, including several of the American businessmen with interests in Cuba.

EXT. STREETS OF HAVANA - MED. VIEW - NIGHT

The excitement of the night is beginning to build; people are out in the streets; poor people, but they are enthusiastic and lively.

NEW VIEW

Traffic stops, as an ambulance speeds its way to a hospital; SIREN going.

INT. THE SUITE - NIGHT

Bussetta delicately picks up a small satin cushion that had fallen from the couch, and replaces it as though nothing had happened. Slowly he cracks the door open which adjoins Roth's bedroom. There is a slight commotion; whispered voices.

BUSSETTA'S VIEW

Terri, Mrs. Roth, is crying. A group of men lift Hyman Roth's frail body onto a stretcher.

CLOSE ON BUSSETTA

realizes that this is the man he is to kill.

CLOSER VIEW ON ROTH

He is alive; breathing hard with his mouth dry and open. The doctor examines him, and then gives instructions to the orderly who carries him out, presumably to the ambulance.

Bussetta closes the door on this VIEW.

INT. PRESIDENTIAL PALACE - NIGHT

An orchestra plays for the guests, as an army of waiters serve champagne and hors d'oeuvres. Michael relaxes with Senator Geary, Major Leon, and several of the Americans.

QUESTADT The embargo on arms shipments from the U.S. to your government, was just a necessary public relations move... Only last month, your air force received a major shipment of rockets...

Michael glances at his watch; Fredo concentrates on this.

SENATOR GEARY We believe in non-intervention... but the agreement stipulates that our forces may be withdrawn... but as you've seen, we have not withdrawn them.

CORNGOLD And my guess is that President Eisenhower won't pull out while we have over three billion invested over here.

MICHAEL Fredo. Where are you going?

FREDO Nowhere, Mike. I wanted to get a refill. How about you?

EXT. HAVANA HOSPITAL - MED. VIEW - NIGHT

The ambulance makes its way up to the emergency section of the hospital. The orderlies quickly carry the old man inside. His wife and the doctor, and several of his men, follow in another car.

THE VIEW ALTERS

and we see Bussetta waiting in the shadows.

EXT. HAVANA STREETS - NIGHT

The growing crowds of Cubans begin their celebration.

NEW VIEW

A Cuban military detachment speeds along in the night, motorcyclists clear a path through the celebrants.

INT. PRESIDENTIAL PALACE - FULL VIEW - NIGHT

A full sitdown dinner is being served the guests. Michael sits at a table at dinner with several of the distinguished Cubans, and some of the American businessmen.

QUESTADT What's kept Mr. Roth?

Fredo looks up at Michael.

In the back of the room, we notice the detachment of military moving quickly through the reception room on their way to the President's private quarters. Michael notices it as well.

INT. THE HOSPITAL CORRIDOR - FULL VIEW - NIGHT

The activity at the end of the hall has come to rest; we can tell that the doctor tells Mrs. Roth that she should go, the old man will be taken to a room where he can rest. Gradually, these people leave him in the care of the hospital staff.

Bussetta watches from the distance of the hallway; after the old man has been moved, he quietly walks down the hallway to the room.

HIS VIEW

A nurse sits in the room in attendance; Hyman Roth is asleep, his mouth wide open, breathing noisily.

VIEW ON BUSSETTA

hears footsteps, quickly steps away from the door, and into another room.

Some nurses and attendants speak to the nurse in the room in Spanish; one has brought a small bottle of wine, and obviously they are inviting the nurse to have a New Year's toast with them. They laugh; and the nurse steps away from the room for a moment.

Bussetta moves slowly back into the room, alone with the helpless Roth.

INT. PRESIDENTIAL PALACE - FULL VIEW ON THE GUESTS - NIGHT

seeing in the New Year; a great banner is hoisted up in Spanish, welcoming 1959.

Hands are shaken; kisses exchanged.

MED. CLOSE VIEW

Michael and Fredo in an embrace; they kiss one another.

MICHAEL I've arranged for a plane; we're going to Miami in an hour. Try not to make a big thing of it.

He kisses his brother once again.

MICHAEL (Sicilian) I know it was you, Fredo. You've broken my heart.

Slowly, understanding, Fredo backs away from his brother, taking the kiss another way.

A little distance away, Major Leon notices an old woman, one of the President's maids, moving across the alcove, carrying her suitcases.

LEON What a pity; she's crying. Must have been fired, and she's been with the President's family for twenty years.

EXT. HAVANA STREETS - NIGHT

The gathered crowd joyously welcomes the New Year. We notice the continual military movement.

MED. VIEW

A family surreptitiously leaves their home, carrying suitcases and belongings.

INT. ROTH'S HOSPITAL ROOM - NIGHT

Bussetta raises a hospital pillow, and easily begins to smother the thin old man, who can barely struggle.

OUT IN THE HALL

A detachment of military move quickly, accompanied by some of Roth's men, as though they have important news that must be dealt with.

They pass the small group of aides and nurses welcoming the New Year.

Seeing them, the nurse assigned to him, puts down her glass and moves quickly to the room.

She opens the door, and lays bare the sight of Bussetta smothering Roth. Bussetta turns quickly; and one of the military takes out his pistol and shoots several times at his head.

INT. PRESIDENTIAL PALACE - NIGHT

The entire reception has been disrupted for an announcement; all the guests in their formal dress and evening gowns, standing with frightened faces like first class passengers on a doomed ship. The President himself, his back to our VIEW, is making an announcement in Spanish. While he speaks, we notice continuous movement of his personal staff, carrying suitcases and possessions.

PRESIDENT ...Because of serious setbacks of our troops in Guantanamo and Santiago, we feel reluctantly, that we must leave the Capital at once. Myself and my family must bid you goodbye, and good fortune. We will go directly to Ciudad Trujillo.

The crowd is stunned; already whispers are moving throughout the guests.

The only one who is not completely taken off guard is Michael, who quietly steps back, and disappears from the room.

PRESIDENT ...My only regret is that there could not have been more warning... As my last official act as President, I hereby appoint a provisional government with Dr. Carlos M. Piedra, as its President.

By now, there is only one thought among the guests: how can they get out, and with what.

EXT. PRESIDENTIAL PALACE - NIGHT

We see evidence of the confusion at this late hour; already cars are beginning to move; people leaving the Palace in haste. Michael moves quickly toward his car. He sees Fredo, watching him in fear.

MICHAEL Come with me. It's your only way of getting out!

VIEW ON FREDO

Terrified of his brother, and what he knows; Fredo backs away into the growing noise and confusion of the crowd.

VIEW ON MICHAEL

Finally, he has to step into the car and it roars off.

EXT. HAVANA STREETS - NIGHT

Rebel cars with loudspeakers have already picked up the news that Batista has conceded...this throws the crowds already gathered for the New Year into cheers of joy.

They harass a wealthy family who are trying to get away in their car.

The people pull them out of the car, opening their suitcases, out of which spill piles of cash and jewelry into street.

Michael's car makes its way as the crowd cheers: "El animale se fue!"

EXT. THE UNITED STATES EMBASSY - MED. VIEW - NIGHT

Crowds of panicked and frightened tourists, and Batistianos are trying to get to the safety of the Embassy with the families and possessions.

We see Geary, and some of the Americans we had met, working their way through the crowds, shouting that they are Americans in order to get preference on the line. Often that declaration brings 'boos' from the crowds.

Sometimes the joyous Cubans will let a family through, but again, taking away the suitcases, rich leather, filled with money and valuables. Money seems to be stuffed everywhere.

EXT. THE YACHT CLUB - NIGHT

All forms of private transportation are jammed with people trying to get out, holding cash in their hands for anyone with a yacht or small boat to get them to Florida.

A car pulls up; and we see Sam Roth, Terri Roth and some of their men, carry the sickly, but still alive Hyman Roth to a private cruiser which is protected by men with machine guns.

Within seconds, they are on their way to Miami.

EXT. THE PRIVATE AIRPORT - NIGHT

Things are no different at the airport; where anything that can fly is being jammed with refugees and their money.

A wealthy family is arguing with the pilot of a fast airplane; trying to force cash on him, and his family into the plane. The PILOT steadfastly refuses, although checking his watch, as though his passengers are late. He speaks only English.

PILOT No, this is a private plane. No, this plane is taken.

Finally Michael's Mercury pulls up, and Michael approaches the Pilot.

MICHAEL He isn't here.

PILOT We've got to leave, they'll take this thing apart.

MICHAEL All right. Go now.

The Pilot lets Michael in, as the Cuban screams curses at them, and begins searching for another plane for his family.

INT. THE PLANE - VIEW ON THE PILOT - NIGHT

as the propeller turns over.

EXT. THE AIRPORT - FULL VIEW - NIGHT

Groups of the cheering, celebrating Cubans sing "Guantanamera," now as a song of triumph.

INT. THE PLANE - MOVING VIEW - MICHAEL - NIGHT

Closer to him, his personal and business life caught in the middle of history.

EXT. NEW YORK STREET - MED. VIEW - DAY (1920)

He stops to pick out some choice oranges and peaches from a fruit stand. Then he reaches into his pocket for change.

VENDOR No, no. It is my pleasure to make this a gift.

CLOSE VIEW ON VITO

VITO You are kind. If ever I can do something for you, in return, please come to me.

INT. VITO'S TENEMENT - DAY

Despite his new position of 'respect,' there is little changed about his home. Only that they have lived there a while now, and the rooms are fuller with the inevitable possessions a young family acquires.

He kisses his wife, who seems a big apprehensive. He shows her the fruit; and from her reaction knows she has something on her mind.

VITO (Sicilian) What is it?

CARMELLA (Sicilian) Come...

They step into the tiny parlor, where we see an older woman, waiting nervously.

CARMELLA The Signora is a friend of mine. She has a favor to ask of you.

VITO (Sicilian) Why do you come to me?

SIGNORA COLOMBO (Sicilian) She told me to ask you.

He seems surprised; looks to his wife.

CARMELLA She is having some trouble. Her landlord has received complaints because of her dog. He told her to get rid of it, but her boy loved it, so they tried to hide it. When the landlord found out, he was so angry, he ordered her to leave. Even if she truly will let the dog go.

SIGNORA COLOMBO (Sicilian) He said he would have the police put us out.

VITO (thoughtfully) I can give you some money to help you move, is that what you want?

SIGNORA COLOMBO My friends are all here; how can I move to another neighborhood with strangers? I want you to speak to the landlord to let me stay.

Vito nods to the frightened old woman.

VITO It's done then. You won't have to move; I'll speak to him tomorrow morning.

Carmella breaks into a smile; which her husband des not acknowledge.

The old woman starts to leave the room; but she is not convinced.

SIGNORA COLOMBO You're sure he'll say yes, the landlord?

VITO I'm sure he's a good-hearted fellow. Once I explain how things are with you, I'm sure he'll take pity on your misfortunes. Don't let it trouble you any more. (as he shows her out) Guard your health, for the sake of your children.

EXT. TENEMENT BLOCK - DAY

SIGNOR ROBERTO, a pompous, rather well-dressed Patrone angrily walks down the steps of one of his tenement buildings.

He carries a check list, and makes marks with a pencil concerning the condition of his various buildings; a broken window here, some missing tile there. He bends over to pick up some garbage left by a thoughtless tenant, muttering to himself, when he sees the shoes and legs of a young worker.

VITO (O.S.) Signore Roberto...

He rises to be face to face with a polite Vito Corleone.

VITO The friend of my wife, a poor widow with no man to protect her, tells me that for some reason she has been ordered to move from your building. She is in despair. She has no money, she has no friends except those that live here.

Signor Roberto brusquely answers, and continues on his way.

ROBERTO I have already rented the apartment to another family.

MOVING SHOT ON THE TWO

VITO I told her I would speak to you, that you are a reasonable man who acted out of some misunderstanding. She has gotten rid of the animal that caused all the trouble, so why shouldn't she stay. As one Italian to another, I ask you the favor.

ROBERTO I've already rented it; I cannot disappoint the new tenants. They're paying a higher rent.

VITO How much more a month?

ROBERTO Eh... (we sense he is lying) Five dollars more.

Vito reaches into his pocket, and takes out a roll of bills.

VITO Here is the six month's increase in advance. You needn't speak to her about it, she's a proud woman. See me again in another six months. But of course, you'll let her keep her dog.

ROBERTO Like hell! And who the hell are you to give me orders. Watch your manners or you'll be on your Sicilian ass in the street there.

Vito raises his hands in surprise; his voice is reasonable.

VITO I'm asking you a favor, only that. One never knows when one might need a friend, isn't that true? Here, take this money as a sign of my good-will, and make your own decision. I won't quarrel with it. (he puts the money in Roberto's hand) Do me this little favor, just take it and think carefully. Tomorrow morning if you want to give me the money back, by all means do so. If you want the woman out of your house, how can I stop you? It's your property, after all. If you don't want the dog in there, I can understand. I dislike dogs myself. (he pats Roberto on the shoulder) Do me this service, eh? I won't forget it. Ask your friends in this neighborhood about me, they'll tell you I'm a man who believes in showing his gratitude.

Without a word more, Vito leaves a hypnotized Roberto standing in front of the tenement, his hand clasping the money.

EXT. NEIGHBORHOOD STREET - DAY

A thin young man, almost gawky, walks down the street in this Italian neighborhood, his name is HYMAN SUCHOWSKY.

He carries his tools as he comes home from work. He is pursued and tormented by a couple of Italian youths, about his own age, eighteen.

ITALIAN BOY Kid, where do you live?

ANOTHER Where'd you get those nigger lips?

He tries not to be intimidated; finally one of the boys, steps in front of him and stops him.

ITALIAN BOY Say 'bread' in Italian.

ANOTHER He dunno.

ITALIAN BOY Go on; how do you say 'bread' in Italian? If you're from the neighborhood, you should know how to say 'bread' in Italian.

An amused Peter Clemenza steps forward from a local coffee house, to preside over the fuss. He's a 'big' man in the neighborhood, and loves a fight.

CLEMENZA What's up?

ITALIAN BOY This kid lives around here, but he can't say bread in Italian.

CLEMENZA That's 'cause he's Jew. Look at those pregnant lips!

He giggles at his own joke.

ITALIAN BOY Are you a Jewboy?

The boy doesn't answer, tries to keep going.

ITALIAN BOY Well, if you're not a Jew, say 'bread' in Italian. See, he can't.

And with that, he rounds a blow squarely to the boy's face, sending him sprawling to the cement, his tools flying with a clatter.

The other Italian immediately joins in with a few kicks to the boy's stomach. Hyman tries to fight back; grabs a hold of his tormentor's foot, and brings him down on the cement as well. For a moment, they are rolling around on the sidewalk, two against one, Hyman taking the worst of it.

CLEMENZA Alright, alright, cut it out.

SECOND ITALIAN What for? He killed Jesus Christ!

Clemenza pulls him off, and kicks him in the ass.

CLEMENZA I said cut it out! (to the beaten kid) What's your name?

HYMAN Hyman Suchowsky.

ITALIAN BOY I don't believe it. In our neighborhood, with a name like that!

CLEMENZA What are those tools? You work on cars?

HYMAN Yeah.

CLEMENZA Maybe I know how you can make a couple of extra bucks working as a mechanic.

The boy seems agreeable.

CLEMENZA But you gotta know how to keep your mouth shut, and fer Chrissakes, get rid of that name. I'll call you Johnny Lips. (he giggles at his own humor again) Come on...

He leads the boy down the street, whispering to him, on the side:

CLEMENZA Bread in Italian is pane. P-A-N-E, pane. Don't forget.

INT. NEW GENCO WAREHOUSE - DAY

A newly acquired warehouse, stocked with cases of the new product "GENCO PURA" olive oil. It is the beginning of a new business, in the American tradition. Now they have one rattling old truck, and a few stock boys.

Genco has become the accountant-business manager, based on the experience working with his father. But it is clear, that Vito is the leader, and undisputed 'President' of the new enterprise.

Genco moves through the darkness of the warehouse, to the small divided area that Vito uses as his office.

GENCO (Sicilian) The 'patrone' is here.

VITO Chi?

GENCO Roberto. Who owns the 'rat-holes.'

Vito nods that he will see him; and soon Roberto enters, on tiptoe, his hat in his hand, and in a apologetic voice.

ROBERTO Excuse me, I hope I am not a disturbance, Don Corleone.

VITO Yes.

ROBERTO What a terrible misunderstanding. Of course, Signora Colombo can stay in the flat. Who were those miserable tenants to complain about noise from a poor animal...when they pay such low rent.

Then abruptly, he puts the roll of money on Vito's table, and steps back a respectful distance.

ROBERTO Your good heart in helping the poor widow has shamed me, and I want to show that I, too, have some Christian charity. Her rent will remain what it was.

VITO What was that?

ROBERTO In fact, reduced, bu five dollars!

Vito embraces him warmly.

VITO I accept your generosity...

ROBERTO I won't keep you another minute...

He quickly takes his leave, bowing several times, and then makes it back to the safety of the warehouse; he sighs, deflates his lungs, and mops his brow; his bones have turned too jelly with fear at his narrow escape. He all but runs out of the warehouse.

Genco laughs as he watches.

GENCO We won't see him for weeks! He'll stay in bed in the Bronx!

Clemenza has been waiting with his new mechanic. We notice the subtle difference in the way he treats Vito. He is no longer a junior apprentice in their petty crimes; but an imposing leader.

CLEMENZA This kid is good with cars; he kiijed at the truck, and says he can keep it going.

Vito looks over the lanky young man.

CLEMENZA What's your name?

HYMAN Suchowsky. Hyman Suchowsky.

CLEMENZA He's gonna dump that; I call him Johnny Lips.

VITO Who is the greatest man you can think of?

CLEMENZA Go on, answer him when he talks to you. Tell him: Columbus, Marconi... Garibaldi.

HYMAN Arnold Rothstein.

VITO Then take that as your name: Hyman Rothstein.

Genco is out in the alley; he calls out with glee.

GENCO Vitone! Look at this!

Vito moves out to the smiling Genco; Clemenza and the newly christened Hyman Rothstein follow a distance behind.

EXT. THE ALLEY - DAY

Genco stands beaming, as two workers raise up high, the freshly painted sign: "GENCO OLIVE OIL COMPANY."

GENCO (enthusiastically) God bless America! We're in business!

The young men watch as the sign is hoisted into place. OUR VIEW goes from one to the other: Clemenza, Genco, Vito and Hyman Rothstein.

DISSOLVE TO:

INT. SENATE CAUCUS ROOM - MED. CLOSE VIEW - DAY

Willy Cicci, Pentangeli's associate and bodyguard takes a drink of water.

SENATOR (O.S.) Mr. Cicci. From the year 1927 to the present time, you were an employee of the "Genco Olive Oil Company."

CICCI That's right.

SENATOR (O.S.) But in actuality, you were a member of the Corleone Crime organization.

CICCI The Corleone Family, Senator. We called it, "The Family."

SENATOR (O.S.) What position did you occupy?

CICCI At first, like everybody, I was a soldier.

VIEW ON SENATOR KANE

A thin, angular Baptist with a Mid-Western accent.

SENATOR KANE What is that exactly?

CICCI A button. You know, Senator.

SENATOR KANE No, I don't know, explain that exactly.

CICCI When the boss says push the button on a guy, I push the button, see, Senator?

The Senators treat Cicci with a surface courtesy, as if he were a curious kind of animal, not really human. Cicci reacts to this by being even more brutally forthright than he has to be, to show his contempt for what he considers a hypocrisy.

The VIEW ALTERS from Senator Kane to the Committee's attorney, Mr. Questadt.

QUESTADT You mean you killed people at the behest of your superiors?

CICCI That's right, counsellor.

QUESTADT And the head of your family was Michael Corleone.

CICCI Yeah, counsellor, Michael Corleone.

SENATOR KANE Did you ever get such an order directly from Michael Corleone?

CICCI No, Senator, I never talked to him.

SENATOR SAVOY (very autocratic, deep South, gentlemanly man) There was always a buffer, someone in between you who gave you orders.

CICCI Yeah, a buffer, the Family had a lot of buffers.

EXT. THE TROPICANA IN VEGAS - MED. VIEW - DAY

A limousine pulls up at a private area near the side of the hotel. Michael exits the limousine followed by Hagen and Neri.

MICHAEL Do you think they have somebody to back up Cicci?

HAGEN No. But if they do have somebody, you'll do three years for perjury if you give them so much as a wrong middle name.

Michael smiles to him, but it's a cold, deadly smile.

HAGEN Michael, take the Fifth all the way, that way you can't get into trouble.

EXT. PRIVATE BALCONY OF CORLEONE APARTMENT AT TROPICANA - DAY

A Corleone bodyguard waits outside on the balcony overlooking the pool area. Through the translucent draperies, we see a grouping of me.

INT. CORLEONE APARTMENT AT THE TROPICANA - DAY

Michael, Hagen, Neri and Rocco are seated in this luxury in the hotel. Michael sits in a comfortable chair in his apartment. Neri comes and brings him a drink without asking, but Michael refuses it.

MICHAEL Al, get me a wet towel. Does Kay know I'm back?

Hagen nods.

MICHAEL Did the boy get something from me for Christmas?

HAGEN I took care of it.

MICHAEL What was it, so I'll know.

HAGEN A little care he can ride in with an electric motor.

Neri comes around with a wet face towel, which Michael uses to cool his eyes. He puts the used towel down on the table.

MICHAEL Fellas, can you wait outside a minute?

They know what he means and leave the apartment, going out to the balcony where we can see them but they cannot hear. Only Hagen remains.

MICHAEL Where's my brother?

HAGEN Roth got out on a private boat. He's in a hospital in Miami. Had a stroke but he's recovered okay. Bussetta's dead.

MICHAEL I asked about Fredo?

HAGEN The new government arrested him, held him for a couple of days with a lot of the other casino people, including Roth's brother, Sam. The American Embassy arranged flights for citizens; I'm not sure, but I think he's somewhere in New York.

MICHAEL I want you to reach Fredo. I know he's scared, but have one of our people reach him. Assure him that there will be no reprisals. Tell him that I know Roth misled him.

HAGEN My information is that Fredo thought it was a kidnapping. Roth assured him nothing would happen to you.

MICHAEL (indicating Rocco and Neri on the balcony) They can come in now.

HAGEN Wait... there's something else.

MICHAEL Alright.

Hagen pauses; doesn't know how to begin.

MICHAEL (impatiently) Go on, tell me.

HAGEN Kay had a miscarriage; she lost the baby.

After a moment:

MICHAEL Was it a boy or a girl?

HAGEN Mike, at three and a half...

MICHAEL What is it, can't you give me straight answers anymore!

HAGEN It was a boy.

MICHAEL And Kay...she's all right?

HAGEN She took the Senate Investigation worse.

MICHAEL Does she blame it on me? The baby?

HAGEN I don't know.

EXT. TAHOE ESTATE - DAY

The first snow of the New Year has fallen; the trees are bare, and there is hush all over this part of the Sierras. Michael is driven in his car, looking out at the familiar sight of the home he has been forced to be away from.

VIEW ON MICHAEL

looking out from his window. The last time he had seen the estate it was warm, and the trees were full.

MOVING VIEW

approaching the great stone gates; closed. The bodyguards are not readily visible, but they are there. The iron gates are opened, and one of the men makes a simple nod of respect, as the car pulls in.

NEW VIEW

Inside the estate, the private roads have been freshly plowed, and occasionally a worker will pause to watch the car as it passes.

The Grandchildren are in school now, and so the estate is especially quiet. Although there are signs that children live here; a bicycle, a sled, a swing and gymnastic set, wet and with a rim of snow still on it.

INT. MICHAEL'S HOUSE - VIEW FROM INSIDE THE HOUSE - DAY

to the outside, where Michael walks slowly. He stops and looks at a little Italian red sportscar made for children.

NEW VIEW

The front door opens, and Michael enters his own home. It is very quiet, no one is at home to greet him. He can see the evidence of his family; things his wife and his children have been using, and left on a sofa or a table.

He moves toward his and Kay's bedroom, where we can HEAR the SOUND of a sewing machine running.

Quietly he opens the door.

MICHAEL'S VIEW

into the bedroom. Kay is sitting by the window, lit by the cold afternoon light, at work with her sewing machine. She hasn't noticed that he's in the room yet, and goes on with her work.

VIEW ON MICHAEL

stands there a moment, watching, not making a sound. And then without a word, he steps back, and closes the door, so that she doesn't see him.

VIEW FROM INSIDE THE HOUSE

onto Michael, moving outside, walking through the snow, he moves to the house next to his own.

INT. CONNIE'S HOUSE - DAY

This is the house where Mama lives with Connie's children, Connie so rarely is there.

He steps in; his mother is asleep in a chair in the living room. He moves to her, and bends low, whispers.

MICHAEL Mom... Mom...

She opens her eyes, which are red and small with age.

MICHAEL (Sicilian) It's Michael. How are you, Mom?

MAMA (Sicilian) I'm alright. Will you stay home for awhile?

MICHAEL (Sicilian) There are still things I have to do.

MAMA (Sicilian) Well, we can all have a nice dinner together tonight. How are your eyes?

MICHAEL Alright. They bother me once in awhile. (a pause as he thinks) Tell me, when Pop had troubles... did he ever think, even to himself, that he had gone the wrong way; that maybe by trying to be strong and trying to protect his family, that he could... that he could... lose it instead?

MAMA (Sicilian) You talk about the baby. She can have another baby.

MICHAEL (Sicilian) No, I meant lose his family.

MAMA (as best she ever understood it) Your family? How can you ever lose your family?

MICHAEL (almost to himself) But times are different...

FULL VIEW IN ROOM - MICHAEL AND HIS MOTHER

Quietly we HEAR the music of a small band playing an Italian march. From the orchestration, we know it is from the past.

DISSOLVE TO:

EXT. TRAIN STATION AT CORLEONE - DAY

Vitone and his young family: Mama, Santino, Fredo and the baby Michael are met at the small station in Sicily by friends, and Mama's relatives. There is a small band, playing for the occasion. A small man has brought a motor car to pick the family up; and there are certain dark men, with shotguns slung over their shoulders to preside over the occasion.

The family is helped into the car; the luggage is packed on the roof, and the car drives off. The second car, with bodyguards following.

EXT. DON TOMASINO'S VILLA OUTSIDE OF CORLEONE - DAY

The villa is bloomed with flowers and DON TOMASINO at this point is a man in his late twenties. He embraces Vitone and pats the heads of his children, and leads them all into the garden.

INT. THE VILLA - SUMPTUOUS MED. VIEW - LATE DAY

A sumptuous table is set for the visiting family from America. There is a warm atmosphere as Vito, his wife and children eat. Tomasino and his family received presents from Carmella and to Tomasino's mother, and gifts are given to all of the children.

All typically American representing some of the prosperity and interests in the consumer goods that followed a great war.

EXT. CORLEONE PLAZA - DAY

The family exits the church on the plaza of the town. Vito shakes hands warmly with the priest.

INT. VILLAGE COTTAGE - NIGHT

The door is open -- the footsteps of a man enter the room. We follow these footsteps without quite knowing to whom they belong. They lead us to a bed, where we see asleep an OLD MAN. He sleeps in his undershirt and is sweating, covered by mosquito netting.

VIEW ALTERS

and we realize that it is young Vito looking at the MAN.

We remember that the man is MOSCA, one of three men, who almost twenty years before had hunted down Vito when he was a boy. With lightning speed, Vito slashes through the mosquito netting with a knife. And with the movement precise as a butcher's he disembowls this man.

EXT. OLIVE OIL WAREHOUSE - FULL VIEW

Vito has brought his wife and children to see the Olive Oil Depot which is the link to his New York importing business. They go inside.

INT. OLIVE OIL WAREHOUSE - DAY

They are led by one of Vito's associates through rows and rows of large vats of olive oil. Vito very proudly shows his associates in Italy the olive oil can that will be used in the United States. They all stand around at the link to their new importing business and share a toast of wine.

EXT. THE BAY - DAY

A team of Sicilian fisherman are at work mending their nets. One sings accompanied by a guitar.

VIEW MOVES TO ONE OF THE OLD FISHERMAN

He is recognized as the second of the men who had hunted Vito down. STROLLO. As he walks we notice there is a figure that is moving through the drying sails and barrels, it is Vito. He moves quietly, stepping up behind the old man. In an instant, he has thrown a garrote around his throat, twisting it tight, so that there is very little sound.

Then, almost silently dragging him through the space hidden by the drying sails.

EXT. THE IMPRESSIVE ESTATE OF DON FRANCESCO - DAY

We see an old car approach. Its driver is the young Tomasino. Sitting in the car with him is Vito.

The car stops at the gates, and an old guard sees and recognizes Tomasino, opens the gates allowing them to enter.

MED. VIEW

on an almost decrepit DON FRANCESCO. He must be in his early nineties, sitting as powerful and as impressive as ever, in his throne-like chair from which he manages the power as the Mafia Chieftan of this village. Young Don Tomasino is speaking.

We notice in a little distance in the rear, there are some younger shepherds with shotguns thrown over their shoulders.

TOMASINO (Sicilian) Don Francesco, if you will honor me, by allowing me to introduce my associate in America, in New York. His name is Vito Corleone.

The old man and his eyes glance up at a notion of a man who has taken the name of this town as his name.

TOMASINO We will supply him with olive oil exclusively in the town of Corleone. His company is called the "Genco Olive Oil Company." Here we have brought you an indication of how he will sell the product.

Tomasino respectfully puts a can of olive oil where the old man can look at it. The old man nods, accepting the notion of this business.

TOMASINO (Sicilian) We have come to ask your blessing and permission to continue this enterprise.

DON FRANCESCO (Sicilian) (in a shrill, high, raspy voice) Where is this young man?

TOMASINO He is right here, standing next to me, Don Francesco.

DON FRANCESCO (Sicilian) Have him come closer, I can't see very well.

Vito takes those several steps, so that he is standing right in front of the old man.

VIEW ON DON FRANCESCO

looking up, squinting against the sun.

DON FRANCESCO'S VIEW

Strangely backlit, almost blurry image of the young man from America.

DON FRANCESCO (Sicilian) What is your name?

VITO (Sicilian) Vito Corleone.

DON FRANCESCO (Sicilian) You took the name of this town, eh? What was your father's name?

VITO (Sicilian) Antonio Andolini.

CLOSE VIEW ON THE OLD MAN

The recognition of the name throws a shudder through him. It is as though he recognizes that this is the boy; the son of his old enemy, whom he had killed, and whose sons he had tried to wipe out. The old man raises his feeble hands signalling his guard, and in his weak voice, he shouts:

DON FRANCESCO (Sicilian) Kill him! Kill him!

But he is too late; Vito steps forward.

VITO (Sicilian) In the name of my Father, and my Brother...

And uses the knife, ritualistically plunging it into the old man's belly, and then up to his throat, which is severed.

VIEW ON TOMASINO

has drawn his pistol and quickly shoots one of the guards, helping Vito to escape back into the motor car.

VIEW ON A GUARD

raising his shotgun.

VIEW ON THE MOTOR CAR

Just as Tomasino is about to get into the car, the shotgun is fired, and he is hit in the legs.

Vito manages to pull him up into the car, and they make their escape.

EXT. RAILROAD STATION IN CORLEONE - DAY

Some of the townspeople have come bringing flowers and gifts for Vito and his family.

His wife is radiant with the flowers given her.

The train has arrived and the crowd shout "Ciao, come back soon."

THE VIEW ALTERS

revealing his good friend Tomasino, waving from his wheelchair.

VIEW ON VITO

and his wife. She holds up the baby Michael, and helps him wave his hand.

INT. SENATE CAUCUS ROOM - MED. CLOSE VIEW ON MICHAEL - DAY

SENATOR KANE (O.S.) Are you the son of Vito Corleone?

MICHAEL Yes.

SENATOR KING Did he use at times an alias? Was this alias in certain circles GODFATHER?

MICHAEL It was not an alias. GODFATHER was a term of affection, used by his friends, one of respect.

SENATOR WEEKLER (Senator from New York, very smooth, partly liberal, Tammany Hall) Let me agree with that. Many of my constituents are Italian and have been honored with that certain friendship by my close Italian friends. Up to this point before I have to leave this hearing to join my own committee, let me say, that this hearing on the Mafia is in no way a slur on the Italians by the Senate; nor is it meant to be; nor will I allow it to be. Italian Americans are the hardest working, most law abiding patriotic Americans of our country. It is a shame and a pity that a few rotten apples give them a bad name. We are here to weed those rotten apples out of the vast healthy barrel of Italian Americans, who are one of the backbones of our country.

There is a pause for a while, while the New York Senator poses for the TV cameras and leaves the hearing so that he will not be associated with hearing the rough stuff.

SENATOR KANE I'm sure we all agree with our esteemed colleague. Now, Mr. Corleone, you have been advised as to your legal rights. We have had testimony from a preceding witness who states you are head of the most powerful Mafia family in this country. Are you?

MICHAEL No.

SENATOR KANE This witness has testified that you are personally responsible for the murder of a New York Police Captain in the year 1947 and with him a man named Virgil Sollozzo. Do you deny this?

MICHAEL I deny his every charge.

SENATOR KANE Is it true that in the year 1950 you devised the murder of the heads of the Five Families in New York, to assume and consolidate your nefarious power?

MICHAEL That is a complete falsehood.

SENATOR KANE Is it true that you own a controlling interest in three of the major hotels in Las Vegas?

MICHAEL That is not true. I own some stock in some of the hotels, but only very small amounts. I also own some American Telephone and IBM stock.

Michael had checked this point with Hagen, before answering, and then once again after the answer.

SENATOR ROGERS Why is it necessary for your counsel to advise you on that question?

MICHAEL Senator, I've observed the head of General Motors before a Senate Committee, and his lawyer whispered in his ear. That was not commented upon in the way you have just done.

SENATOR KANE Mr. Corleone, do you have any hotel interests in the state of Arizona? Or any gambling interests in that state?

MICHAEL I do not.

SENATOR KANE Do you have interests or control over gambling and narcotics in the state of New York.

MICHAEL I do not.

A pause. Silence, as the Chairman whispers something to his assistant.

Tom Hagen takes a paper out of his briefcase, and addresses the Chair.

HAGEN Senator, my client would like to read a statement for the record.

SENATOR KANE I don't think that's necessary.

HAGEN Sir, my client has answered every question asked by this committee with the utmost cooperation and sincerity. He has not taken that Fifth Amendment as it was his right to do, and which because of the extreme legal complexity of this hearing, counsel advised him to do. So, I think in all fairness this committee should hear his statement and put it in the record.

SENATOR KANE Very well.

At this point Senator Rogers contemptuously walks out of the hearing room.

MICHAEL (reading) In the hopes of clearing my family name, in the sincere desire to give my children their fair share of the American way of life without a blemish on their name and background I have appeared before this committee and given it all the cooperation in my power. I consider my being called before this committee an act of prejudice to all Americans of Italian extraction. I consider it a great dishonor to me personally to have to deny that I am a criminal. I wish to have the following noted for the record. That I served my country faithfully and honorably in World War II and was awarded the Distinguished Service Cross for actions in defense of my country. That I have never been arrested or indicted for any crime whatsoever... that no proof linking me to any criminal conspiracy, whether it is called Mafia or Cosa Nostra or whatever other name you wish to give, has ever been made public. Only one man has made charges against me, and that man is known to be a murderer, arsonist and rapist. And yet this committee had used this person to besmirch my name. My personal protest can only be made to the people of this country. I can only thank God that in this country we have a legal system and courts of law to protect innocent people from wild accusation. I thank God for our democratic due process of Law that shields me from the false charges made by this committee's witness. I have not taken refuge behind the Fifth Amendment, though counsel advised me to do so. I challenge this committee to produce any witness or evidence against me, and if they do not, I hope they will have the decency to clear my name with the same publicity with which they have now besmirched it. I ask this without malice, in the interests of fair play.

The television cameras have documented this moment, as Hagen hands the document over to the committee lawyer.

SENATOR ROGERS We are all impressed. The committee will now recess over the weekend. However, it will continue Monday morning, at eleven a.m. At that time, this committee will then produce a witness directly linking Mr. Corleone to the charges we have made. And then, Mr. Corleone may very well by liable for indictments of perjury. However, this document will be made a matter of record.

EXT. ARMY POST - DAY

An army post somewhere in the East. It is safely guarded.

INT. HOUSE ON THE POST - DAY

where Pentangeli is being held by his constant companions, the two FBI MEN.

PENTANGELI Ten to one shot, you said. Ten to one shot in my favor, and I lose.

FBI MAN #1 Get a good night's sleep. We got a new suit, new shirt, new tie, and I'm going to shave you myself. Tomorrow we want you to look respectable for fifty million of your fellow Americans.

PENTANGELI My life won't be worth a nickel after tomorrow.

FBI MAN #1 We have a special home for you for the rest of your life. Nobody gets near you. You're not going any place.

PENTANGELI Yeah, some deal I made.

FBI MAN #2 You live like a king. You'll be a hero. You'll live better in here than most people on the outside.

PENTANGELI Some deal. (pause) I just wish Mike had took the Fifth.

FBI MAN #1 Why'd you do it, Frankie? After all these years, why'd you turn against him?

PENTANGELI I didn't turn against nobody; he turned against me.

EXT. THE BOATHOUSE ALCOVE - DAY

A somewhat frightened Fredo Corleone sits in the easy chair overlooking the lake in this canopied section of the boathouse. Rocco sits with him.

INT. BOATHOUSE - DAY

Michael is in the dark room with Hagen and Neri.

MICHAEL How did they get their hands on Pentangeli?

HAGEN Roth engineered it, Michael. He made Pentangeli think you hit him. Deliberately letting him get off alive. Then the New York detectives turned Frankie over to the FBI. My informants say he was half dead and scared stiff -- talking out loud that you had turned on him and tried to kill him. Anyway, they had him on possession, dealing in heroin, murder one and a lot more. There's no way we can get to him and you've opened yourself to five points of perjury.

NERI They've got him airtight. He's in a military base, twenty-four hour guards. Trying to kill him is like trying to like the President -- it's impossible.

MICHAEL What does Fredo know?

HAGEN He says he doesn't know anything, and I believe him. Roth played this one beautifully.

MICHAEL Alright. I'm going to go outside and talk to Fredo.

EXT. BOATHOUSE FOYER - DAY

Fredo sits on the couch. When Rocco sees Michael, he automatically takes his leave. Michael sits in the chair opposite Fredo.

FREDO (after a pause) I don't have a lot to say, Michael.

MICHAEL We have time.

FREDO I was kept pretty much in the dark. I didn't know all that much.

MICHAEL What about now, is there anything you can help me out with?

FREDO I know they get Pentangeli, that's all I know.

Fredo gets up, walks to the glass panel that separates the terrace from the lake.

FREDO I didn't know it was a hit. I swear to you I didn't know. Johnny Ola contacted me in Beverly Hills -- said he wanted to talk. He said you and Roth were in on some big deal, and there was a place for me in it if I could help them out. They said you were being tough on the negotiation, and if they had a little bit of help, they could close it fast and it would be good for you.

MICHAEL And you believed that story.

FREDO He said there was something good in it for me...me on my own.

MICHAEL I've always taken care of you.

FREDO Taken care of me. Mike, you're my kid brother, and you take care of my. Did you ever think of that. Ever once? Send Fredo off to do this, send Fredo to take care of that... take care of some little unimportant night club here, and there; pick somebody up at the airport. Mike, I'm your older brother; I was stepped over!

MICHAEL It's the way Pop wanted it.

FREDO It wasn't the way I wanted it! I can handle things. I'm not dumb Christ, not like everyone says. I'm smart; and I want respect.

MICHAEL There's nothing more you can tell me about this investigation?

FREDO The lawyer; Questadt, he belongs to Roth.

MICHAEL You're nothing to me now, Fredo; not a brother, not a friend, I don't want to know you, or what happens to you. I don't want to see you at the hotels, or near my home. When you visit our Mother, I want to know a day in advance, so I won't be there. Do you understand?

Michael turns, and starts to leave. A frightened voice behind him:

FREDO Mikey?

Michael doesn't stop, doesn't turn back. He continues off through the veranda, and out the summer doors.

Neri stops by him.

MICHAEL I don't want anything to happen to him while my Mother's alive.

Michael leaves.

EXT. ARMY POST - DAY

Five cars brimming with Army guards and Agents are waiting to move Pentangeli. There is one empty car.

INT. GUARDED HOUSE - DAY

The two FBI Agents are helping Pentangeli get dressed. He's in brightly colored striped shorts and bare-chested. The Agents help him with the shirt and tie. One holds out the trousers but Pentangeli ignores it and looks at himself in the mirror.

FBI MAN #1 Ready, Frankie.

PENTANGELI Let's go.

The Agents open the door, and precede him, surveying the area. They check the cars waiting, each with two Agents. They check the gate and note the military sentries. Then they stand aside, and let Pentangeli come out. They get close to his side, and it is obvious they will protect his life with their own.

EXT. ARMY POST - DAY

The Agents put him in the front seat of the empty car, and get in with him, one at each side. Another Agent drives. Now, the first cars start out; the Sentries opening the gates, and letting the caravan pass.

An Army supply truck comes very close to them, and the Agents next to Pentangeli become very tense. Pentangeli grins. Then the truck passes on, and they relax.

INT. SENATE CAUCUS ROOM - DAY

The room is crowded with TV journalists, cameras, etc. We pick Pentangeli up, closely guarded, being led to witness chair.

Pentangeli is seated, and made to take his oath. FBI Agents are all around him.

MED. VIEW

Anyone given entrance to the caucus room is being frisked. The five Senators take their places.

VIEW ON HAGEN

waiting at his long table, very nervous. He seems startled by the appearance of Pentangeli.

VIEW ON PENTANGELI

catching Hagen's eye. It's as though he is pleading for some kind of understanding of the fact that he has become a traitor.

VIEW ON HAGEN

cold; then he turns away.

VIEW ON THE ENTRANCE

The bustle is settling down; then Michael Corleone enters, and with him is someone very peculiar and out of keeping for this setting. A burly-chested imposing man of middle age. Very powerful-looking with frightening magnetic eyes. His dress is odd: boots, rough tie, and shirt. He could be the tenor out of a Sicilian opera. He is clearly a country Don, direct from Sicily, and he dominates the room.

VIEW ON PENTANGELI

At first his view is blocked. Then he sees Michael and is a bit shamefaced, but still defiant.

PENTANGELI'S POV

Michael returns his glances without emotion. Then the VIEW ALTERS, revealing the Sicilian.

VIEW ON PENTANGELI

He is terror stricken; obviously he recognizes the man.

VIEW ON HAGEN'S TABLE

Michael and the Sicilian sit by Hagen, where they can stare directly at Pentangeli; he is frozen with fear.

VIEW ON THE SENATOR

Notices the tension in the room. The Chairman commences:

SENATOR KANE We have here a witness who will testify further on Michael Corleone's rule of the criminal empire that controls gambling in this country and perhaps in other countries. This witness had no buffer between himself and Michael Corleone. He can corroborate our charges on enough counts for this committee to consider a charge of perjury against Michael Corleone. (then he turns to Pentangeli) Your name please, for the record.

PENTANGELI Frank Pentangeli.

SENATOR KANE Were you a member of the Corleone Family? Were you under the Caporegime Peter Clemenza, under Vito Corleone, known as the Godfather?

There is a long silence.

VIEW ON PENTANGELI

He seems unable to speak.

VIEW ON THE SICILIAN

gazing at him.

VIEW ON PENTANGELI

PENTANGELI I never knew no Godfather. I got my own family.

Senator Kane is stunned. The two FBI men are alert, their eyes searching the room for what has intimidated their witness at the last moment.

SENATOR KANE Mr. Pentangeli, you are contradicting your confessions to our investigators; I ask you again, were you a member of a crime organization headed by Michael Corleone?

PENTANGELI No. I never heard of it. I never heard of nothing like that. I was in the olive oil business with his father a long time ago. That's all.

SENATOR KANE We have your confession that you murdered on the orders of Michael Corleone. Do you deny that confession and do you know what denying that confession will mean to you?

The die is cast and like a good soldier, Pentangeli will go all the way now. So he is brazen in his defiance of the Senator.

PENTANGELI The FBI guys promised me a deal. So I made up a lot of stuff about Michael Corleone. Because then, that's what they wanted. But it was all lies. Everything. They said Michael Corleone did this, Michael Corleone did that. So I said, "Yeah, sure."

He makes a big grin to show how he has made fools of everybody.

VIEW ON THE FBI AGENTS

glancing around the room; their eyes have settled on the Sicilian. One of them scribbles a note on a piece of paper, and passes it to the Committee lawyer. Then in turn it goes to Senator Kane.

SENATOR KANE Mr. Hagen, would you kindly identify to this committee that gentleman sitting on your right hand?

HAGEN (coolly) Yes, sir. His name is Vincenzo Pentangeli.

SENATOR KANE Is he related to the witness?

HAGEN He is, I believe, a brother.

VIEW ON MICHAEL AND VINCENZO PENTANGELI

They wait with no expression.

SENATOR KANE (to Vincenzo Pentangeli) Sir, I would like you to take the stand.

Vincenzo stares at him, uncomprehending. There may just be a shadow of contempt. He doesn't answer.

HAGEN Sir, the gentleman does not understand English. He would not in any case, take the stand. He came, at his own expense, to aid his brother in his trouble. He is not under any jurisdiction of our government and his reputation in his own country is impeccable.

SENATOR KANE (furious) The witness is excused; take him out.

The guards and FBI Agents quickly remove Pentangeli, as everybody else in the room is required to sit still.

HAGEN Senator Kane.

SENATOR KANE This meeting is adjourned.

HAGEN (rising and shouting) This committee owes an apology!

SENATOR KANE The committee is adjourned until further notice.

For the first time, in the midst of the confusion, Hagen smiles. A bitter, contemptuous smile.

VIEW ON MICHAEL

The modest champion. He rises and they take their leave.

VIEW ON THE TWO FBI AGENTS

They watch the Corleone party as they exit.

INT. WASHINGTON HOTEL CORRIDOR - DAY

The Corleone nurse is waiting, playing with the little girl MARY. A distance away, the boy, Anthony, is standing by himself.

INT. MICHAEL'S SUITE - WASHINGTON HOTEL - DAY

The door to Michael's suite opens; Rocco leans in.

ROCCO It's Kay.

Michael is sitting in an easy chair; he seems to have difficulty with his eyes.

MICHAEL On the phone?

ROCCO No, she's here.

Michael rises, surprised. Rocco steps back, and Kay enters.

MICHAEL I had no idea...

KAY I wanted to see you before you went back to Nevada. Also, the children - Michael, they're here.

MICHAEL Where?

KAY In a minute. They're outside with Esther. I'm very happy for you... I suppose I knew that you're simply too smart for anyone ever to beat you.

MICHAEL Why don't you sit down?

KAY I'm not going to stay long; I can't.

MICHAEL There are a lot of things I want to talk to you about. Things I've been thinking about -- changes I want to make.

KAY I think it's too late for changes, Michael. I promised myself I wouldn't talk about it and I've gone and spoiled it.

MICHAEL Why too late?

KAY Tell me, Michael. What really happened with Pentangeli?

MICHAEL His brother came to help him.

KAY I didn't even know he had a brother. And where is he now?

MICHAEL On a plane back to Sicily.

KAY And that's all he had to do. Just show his face.

MICHAEL That's all. You see, in Sicily, in the old days... there was only one legitimate reason to kill a blood relative... only one. IF he was a traitor.

KAY You would have killed his brother?

MICHAEL Kay, you've got it wrong. That kind of thing's all over, I promised you. This was between the two brothers. Years ago Frankie had a young girlfriend; he called her his co-wife. That was his joke, but he meant it. He wouldn't divorce his wife... because she was a great cook. He said he girlfriend made a spaghetti sauce once and it was so terrible he knew he could never marry her. He set her up in a house in Jersey. She had to be faithful... and she had to have kids. And she did, two, a boy and a girl. He had her checked out and watched so she couldn't cheat... but the girl couldn't stand that kind of life. She begged him to let her go. He did. He gave her money and made her give up the kids. Then Frankie took them to Italy, and had them brought up by his brother Vincenzo. Where he knew they'd by safe.

Kay begins to realize.

MICHAEL When he saw his brother in the hearing room, he knew what was at stake. (pause) I don't think Vincenzo would have done it. He loves the kids, too. Omerta, Kay. Honor, silence. It had nothing to do with me. It was between those brothers.

KAY I'll bring the children up now; they want to say goodbye.

MICHAEL Kay, I told you...

KAY Goodbye, Michael.

MICHAEL I won't let you leave! Christ, do you think I'm going to let you leave.

KAY (meekly) Michael.

MICHAEL No, I don't want to hear anything. There are things between men and women that will not change; things that have been the same for thousands of years. You are my wife, and they are my children... and I love you and I will not let you leave, because you are MINE!

KAY Oh, I do feel things for you, Michael; but now, I think it's pity. For the first time since I've known you, you seem so helpless. You held me a prisoner once; will you try again?

MICHAEL If that's what it takes; then yes, I will.

KAY At this moment, I feel no love for you at all. I never thought that could happen, but it has.

MICHAEL We'll go back tonight. Bring the children.

KAY You haven't heard me.

He moves to her; he does love her, and is tender with her.

MICHAEL How can I let you leave; how can I let you take my children away? Don't you know me? You understand, it's an impossibility. I would never let it happen; no, never, not if it took all my strength, all my cunning. But in time, soon, you'll feel differently. You see, you'll be happy that I stopped you. I know you. You'll forget about this; you'll forget about the baby we lost... and we'll go on, you and I.

KAY The baby I lost...

MICHAEL I know what it meant... and I'm prepared to make it up to you. I will make changes; I can. (he clenches his fist tightly) I CAN change; that I have learned, that I have the strength to change... And we have another child, a boy... and you'll forget the miscarriage.

KAY It wasn't a miscarriage. And you with your cunning, couldn't you figure it out! It was an abortion; an abortion, like our marriage is an abortion, something unholy and evil. I don't want your son; I wouldn't bring another of your sons into this world. An abortion, Michael... it was a son, and I had it killed, but this must all end!

VIEW ON MICHAEL

He had no hint, not in his wildest imagination could he have guessed that she would do such a thing.

KAY And I know that now it's over; I knew it then, there would be no way you could ever forgive me, not with this Sicilian thing that goes back two thousand years.

He is silent, though raging -- then, with all his passion, and his strength, he raises his arms, and strikes her across her neck, literally knocking her down to the floor, and hurting her badly.

MICHAEL (coldly) You won't take my children.

FADE OUT.

FADE IN:

EXT. THE CORLEONE ESTATE AT TAHOE - FULL VIEW - DAY

A collection of dark cars and black limousines are gathered to one side. A few drivers wait quietly.

And then, to the other extreme of the estate, is a small grouping of about twenty to thirty people, gathered near Michael's house.

MED. CLOSE SHOT

Connie Corleone, dressed simply and now showing her age without the carefully applied makeup which we have been used to, kneels down before the shrine of Santa Theresa, and puts down a bouquet of flowers, along with others that have been placed there. We see that some have the simple silk ribbon with the word "Mama" hand-lettered upon it.

Her two children stand close behind her; they had been raised by their Grandmother.

Connie steps back, and moves through the small group of friends and relatives, into Michael's house.

INT. MICHAEL'S HOUSE - CONNIE'S VIEW - DAY

Fredo, kneeling by the coffin of his mother in a portion of the house that has been set aside for the wake. Fredo concludes his prayer, wipes away the tears in his eyes and steps away from the coffin.

He stops when he notices Neri, a little distance away, looking at him.

VIEW ON NERI

After a moment, he nods respectfully to Fredo, and steps forward, moving to the old woman's coffin. Fredo moves to Hagen, who is there with his wife and children.

FREDO Tom. Where's Mike?

HAGEN (difficult to tell him) He's waiting for you to leave.

FREDO Can I talk to him?

HAGEN No chance. I'm sorry, Freddie.

CONNIE (who has heard this) Can I see him?

HAGEN He's in the boathouse.

INT. THE BOATHOUSE - MED. VIEW - DAY

Michael sits quietly in the darkened room in one of the big sofas, dressed immaculately in suit and tie. His two children, also dressed for the wake sit opposite him in the other oversized sofa, their shoes not touching the floor. We regard this tableau for a long moment.

CONNIE (O.S.) (quietly) Michael? It's Connie.

She comes in, and sits down by his knees.

CONNIE I want to stay close to home now, is that alright?

Michael nods.

CONNIE Is Kay coming?

MICHAEL No.

CONNIE Michael, Fredo's in the house with Mama. He asked for you, and Tom said he couldn't see you.

MICHAEL Tom is right.

CONNIE Kids, why don't you go outside for a while?

The children don't move; Connie realizes they will only listen to Michael.

CONNIE I want to talk to you, Michael.

MICHAEL The children can stay.

CONNIE I hated you for so long, Michael; for so many years. I think I did things to myself, to hurt myself, so that you would know -- and you would be hurt too. But I understand you now; I think I do. You were being strong for all of us, like Papa was. And I forgive you, and want to be close to you now. Can't you forgive Fredo; he's so sweet, and helpless without you.

Slowly, Michael puts his hand on her hair, and touches her gently.

CONNIE You need me, Michael. I want to be with you now.

INT. MICHAEL'S HOUSE - DAY

Friends, relatives; Francesca and her new husband, Gardner and their baby; Sandra Corleone; Teresa, her children; all the familiar faces of the family are present, quietly paying their respects to Mama.

Some of the men can be seen in the kitchen, drinking wine, and talking in low voices.

Fredo is there, broken-hearted over the loss of his Mother; like some lost child with no friends.

MED. VIEW

Michael enters the room, followed by Connie, who tends little Mary and Anthony.

He approaches his brother, and then embraces. Fredo breaks into tears.

FREDO Christ, Mike. Jesus Christ, Mike.

VIEW ON MICHAEL

embracing his brother, he glances up.

VIEW ON NERI

quiet, and deadly.

EXT. THE TAHOE ESTATE - MED. VIEW - DAY

Tom Hagen is talking in the distance to his wife, and one of his older sons; he kisses, and moves toward the boathouse. After crossing the lawn, he stops.

VIEW ON SANDRA CORLEONE

waiting there; obviously wanting to talk to him. He continues, and she walks with him.

MOVING VIEW ON THE TWO

as they cross toward the boathouse.

SANDRA You're going to talk to him now.

HAGEN Yes.

SANDRA Will you tell him?

HAGEN I don't know.

She stops him.

SANDRA Tom, think of yourself for once. Don't let this opportunity slip through your fingers; don't do it. We're all trapped here, don't you see?

He continues past her, without answering her. Continues up to the boathouse. He stops before he enters.

HAGEN'S VIEW

Fredo is sitting by the edge of the harbor with Michael's son Anthony; he is helping him with some fishing rig.

INT. THE BOATHOUSE - VIEW ON MICHAEL - DAY

looking through the window at his son and brother. Neri sits in the room, dressed informally.

MICHAEL (without looking back) Sit down, Tom. Have you heard about our friend and partner, Mr. Hyman Roth?

HAGEN I know he's in Israel.

NERI (hands Hagen the paper) The High Court of Israel turned down his request to live as a 'returned Jew.' His passport's been invalidated except for return to the U.S. He landed in Buenos Aires yesterday, offered a gift of one million dollars if they would give him citizenship. They turned him down.

HAGEN (reading) He's going to try Panama...

MICHAEL They won't take him; not for a million, not for ten million.

HAGEN His medical condition is reported as... "terminal."

MICHAEL He's been dying of the same heart attack for twenty years.

HAGEN That plane goes to Miami...

MICHAEL I want it met.

HAGEN (understanding) Mike, it's impossible. He'll be met by the Internal Revenue; the Customs Service, and half the FBI.

MICHAEL I don't like it when you use the word impossible; nothing is impossible...

HAGEN Mike, it would be like trying to kill the President; there's no way we can get to him.

MICHAEL I'm surprised at you, Tom. If there's anything certain; certain in life; if history has taught us anything, it's that you can kill... (he stops, then coldly) ANYBODY. But perhaps your relucatance is because you've come to tell me that you're moving your family to Vegas, that you've been offered the Vice-Presidency of the Houstan Hotels there. Or weren't you going to tell me at all?

HAGEN Are you so hungry for traitors; do you want to find them everywhere?

MICHAEL They are everywhere!

HAGEN I turned Houstan down; I didn't see why I should tell you about an offer I turned down. (Michael begins to confuse him) Are you sure, Mikey? Are you sure of what we're doing; what we'll gain; what does the family gain? Forget that, Mike; I already know the answer.

MICHAEL I know you do, Tom. Then I can count on you to help me do the things I have to do. If not, call Houstan, and become a Vice-President. Take your family and your mistress and move them to Las Vegas.

HAGEN Why do you hurt me, Michael? I've always been loyal to you.

MICHAEL Good. Then you're staying.

HAGEN I'm staying. (he pauses...then, without being asked) Don't ever enjoy the cruel part of all this; Sonny never listened to me about that. (then he sits down, and opens his briefcase) Now, explain everything to me.

EXT. THE HARBOR - DAY

Fredo sits with Anthony, with a silly-looking fishing hat on his head, covered with lure and flies.

FREDO Anthony, ole buddy, your Uncle Fredo's gonna teach you how to catch the big fish. You know, when I was a kid, I did this amazing thing. I went out on a fishing trip; me and my brothers and my Pop, and no one could catch a fish except me. And this was my secret: (confidentially) Every time I would put the line down I would say a "Hail Mary" and every time I said a "Hail Mary" I would catch a fish. Now, when it's sunset, we're gonna go out on the lake, and we're gonna try it.

INT. GUARDED HOUSE - DAY

The guards step aside as Tom Hagen enters the foyer of the house. He shows a court order to them and they lead him up the stairs where he knocks on the door.

INT. GUARDED HOUSE - DAY

There is a KNOCK at the door. The two guards show Hagen in and Hagen presents the court order to one of the FBI men.

HAGEN I think I prefer to see my client privately.

PENTANGELI The room has a bug in it.

HAGEN (to the FBI men) I'd like to go outside with him, in the open air.

FBI MAN #1 This room is not bugged.

HAGEN You have guards outside and the electric fence. There's no security reason for not letting us talk in the yard.

FBI MAN #1 Okay.

They pass out of the room.

EXT. THE ARMY POST - DAY

Hagen and Pentangeli outside, by the electric fence. They cannot be overheard. Pentangeli takes out some cigars and offers Hagen one. Hagen takes it and Pentangeli lights both their cigars. They puff on them contentedly. They are comfortable together, almost.

HAGEN Everything is going to be okay, Frankie, don't worry.

PENTANGELI Did my brother go back?

HAGEN Yeah, but don't worry.

PENTANGELI He's ten times tougher than me, my brother. He's old-fashioned.

HAGEN Yeah. He wouldn't even go out to dinner. Just wanted to go home.

PENTANGELI That's my brother. Nothing could get him away from that two mule town. He coulda been big over here -- he could of had his own Family.

HAGEN You're right.

PENTANGELI Tom, what do I do now?

The light is beginning to turn reddish as the sun falls.

HAGEN Frankie, you were always interested in politics, in history. I remember you talking about Hitler back in '43. We were young then.

PENTANGELI Yeah, I still read a lot. They bring me stuff.

HAGEN You were around the old timers who dreamed up how the Families should be organized, how they based it on the old Roman Legions, and called them 'Regimes'... with the 'Capos' and 'Soldiers,' and it worked.

PENTANGELI Yeah, it worked. Those were great old days. We was like the Roman Empire. The Corleone family was like the Roman Empire.

HAGEN (sadly) Yeah, it was once.

They both puff on their cigars. Pentangeli lets himself be carried away by thoughts of old days of glory; Hagen thinks of other days too.

HAGEN (very gently) The Roman Empire... when a plot against the Emperor failed, the plotters were always given a chance to let their families keep their fortunes.

PENTANGELI Yeah, but only the rich guys. The little guys got knocked off. If they got arrested and executed, all their estate went to the Emperor. If they just went home and killed themselves, up front, nothing happened.

HAGEN Yeah, that was a good break. A nice deal.

Pentangeli looks at Hagen; he understands.

PENTANGELI They went home and sat in a hot bath and opened their veins, and bled to death. Sometimes they gave a little party before they did it.

Hagen throws away his cigar. Pentangeli puffs on his.

HAGEN Don't worry about anything, Frankie Five-Angels.

PENTANGELI Thanks, Tom. Thanks.

They shake hands. The FBI Agents come out to let Hagen out the gate. Pentangeli is led back to the house.

FBI MAN #1 Your lawyer tell you he can get that 600 years reduced to 500?

Pentangeli puffs on his cigar and reflects.

PENTANGELI You boys sure you can't get me a broad for tonight? Give me a little party?

FBI MAN #2 We got some nice books.

Pentangeli puffs on his cigar and gives the Agent a smile an old man gives a child. He starts upstairs.

PENTANGELI I guess I'll just take a hot bath.

EXT. THE ARMY POST - DAY

Hagen walks away; glances back. Then gets into his waiting car and drives off.

INT. THE BOATHOUSE - FULL VIEW - SUNSET

Michael sits alone in the empty boathouse; in the shadows.

INT. BOAT DOCK - SUNSET

Neri stands by the dock area under the boathouse. He pushes the button which lowers a boat by winch and tackle. He wears a fishing cap.

He steps into the boat, and pulls the small outboard, which glides the boat out into the harbor.

MED. VIEW

The boat pulls up alongside Fredo and Anthony.

FREDO Here we go; and remember the secret.

He lifts Anthony into the boat.

CONNIE (O.S.) Anthony.

THEIR VIEW

Connie, in houseclothes, is calling Anthony.

FREDO He's here; we're goin' fishing.

CONNIE He can't go; Michael wants to take him into Reno.

FREDO Ah. Okay, kid, you got to go to Reno with your Pop.

He lifts the boy out of the boat, and puts him on the shore.

FREDO I'll catch one for you, with the secret.

CONNIE Hurry, Anthony.

Neri stands the motor; and the boat with the two fisherman glides off.

VIEW ON MICHAEL

watching, from the dark window of the boathouse.

INT. HIGH SECURITY HOUSE IN ARMY POST - NIGHT

The FBI man knocks on the bathroom door in the house where they have kept Pentangeli.

FBI MAN #1 Frankie, open up. You okay?

No answer; he hammers on the door. Using his elbow, and then a kick he breaks into the bathroom.

HIS VIEW

Pentangeli lying in a tub of water. His stomach shows above it. His wrists are cut and covered with blood. The bath water has a purplish tone.

DISSOLVE TO:

EXT. LAKE TAHOE - MED. VIEW - SUNSET

Fredo and Neri are fishing, each with lines out. The VIEW MOVES CLOSER, and we can hear Fredo as he holds the pole.

FREDO ... the Lord is with thee. Blessed art thou amongst women, and blessed is the fruit of thy womb, Jesus.

LONG SHOT

The boat on the shimmery lake.

FREDO ... Holy Mary, Mother of God, pray for us...

We hear a quiet, echoing GUNSHOT; and then silence.

DISSOLVE TO:

INT. MIAMI AIRPORT - NIGHT

An exhausted Hyman Roth, ill-shaven, and in shirt-sleeves in taken into custody by a swarm of Customs, and FBI men. They allow him to be photographed by press people; and television cameramen.

FBI MAN Mr. Roth, we have to take you into custody.

ROTH Yes, I know.

Some flashbulbs go off.

REPORTER Can you give us your reaction to the High Court of Israel's ruling.

ROTH I am a retired investor on a pension, and I wished to live there as a Jew in the twilight of my life...

LAWYER Mr. Roth is not a well man; he's tired of running.

ROTH I'm an old man; at my age, it's too late to start worrying.

REPORTER Is it true you are worth over three hundred million dollars, Mr. Roth?

ROTH I'm a retired investor, living on a pension... I came home to vote in the Presidential election, because they wouldn't give me an absentee ballot...

The newsmen and photographers all laugh, as the FBI men move him away.

CLOSE VIEW

One of the newspapermen laughing we recognize to be Rocco Lampone.

He moves closer to Roth, and shoves his revolver right against his head, and in a second, on camera, assassinates Roth. People scream, as Rocco attempts to run down the airport corridor, limping as he does.

FBI men easily pick him off.

FADE OUT.

EXT. THE DRIVEWAY BY MICHAEL'S HOUSE - DAY

A taxi cab waits by the house; its driver sleeping with a newspaper over his face.

INT. MICHAEL'S HOUSE - DAY

The cleaning woman, Esther, who had been with Kay for years, sits by the dining room table, weeping profusely. Behind her, in the recreation room, we can see the tableau of Kay sitting on the couch, her little daughter Mary, between her knees, talking quietly about things we cannot hear. Her son Anthony sits by himself, in another chair by the side of the room.

MED. VIEW

Connie comes into the house quickly, and moves toward them.

CONNIE Kay, you have to go.

This prompts Esther to weep all the more. Kay hugs her daughter, and kisses her many times.

CONNIE You have to hurry; he's coming.

Kay puts her coat on; then stands, and reaches out for her son.

KAY Anthony, kiss Mama goodbye.

He doesn't move.

CONNIE (angrily) Anthony, you kiss your Mother goodbye!

He rises, and walks to her. Hugs her lifelessly.

MED. CLOSE VIEW

on Kay, kissing her boy.

KAY Anthony, say goodbye; your Mama loves you.

ANTHONY Goodbye.

She restrains any tears; she has become too strong for tears. Kay starts to go; picks up Mary, kisses her, and starts to go.

NEW VIEW

She steps out the kitchen door; then she cannot help herself. Crouches down, outside, and calls to her son.

KAY Anthony, kiss me once.

Then she looks up, and slowly rises.

HER VIEW

Michael has stepped into the dining room. He seems older somehow; as though some sickness has taken more years away from him.

VIEW ON KAY

looks at him; instinctively, she takes a step back.

VIEW ON MICHAEL

slowly steps toward her.

VIEW ON KAY

Another step back; the door is still open.

VIEW ON MICHAEL

He moves closer to the door; stops, looks at her. And then closes it obscuring any view of her.

DISSOLVE TO:

EXT. TAHOE ESTATE - DAY

It is late fall -- most of the leaves have fallen on the grounds and there is quite a wind.

MED. VIEW

The water is whipped up by the wind, and the waves are high as they break against the pavilion. We HEAR the MUSIC of time passing, of Michael, of the Godfather over these images.

VIEW ON THE SWIMMING POOLS

They have not been used in several months; they are drained and the bottoms are mossy and dark.

VIEW ON THE MAIN GATE

Leaves blowing past it; we don't see the button men; only a hint of someone in the gatehouse.

VIEW ON THE HOUSES

Some of the houses have had the summer awnings taken down, and put away. Some of the windows have been boarded up.

VIEW ON THE KENNELS

There are still the guard dogs; some sleeping, some moving impatiently.

As the MUSIC concludes its statement.

MED. VIEW

The peninsula of the private Corleone Harbor. We see the figures of two people, seated at a table.

MED. VIEW

Michael sits at a table having a sparse lunch. He is attended by his sister Connie, who seems to be the closest person now living on the estate with him. We see from the way she pampers him with his lunch, that she has fallen into the role of a surrogate Mother-Wife. He seems older than his years, as though his illness, diabetes, has taken its toll.

CONNIE Don't worry; I'm sure he got here on time. The roads from the airport are so windy, it takes forever; I've driven them myself.

She picks up some of the serving plates that he has left untouched.

CONNIE I'll bring him out to you as soon as he comes.

She moves back to the main house.

MED. CLOSE VIEW ON MICHAEL

He turns and looks at the rough water of the lake for a moment. He slowly takes a sip of wine.

EXT. A PLACE IN THE GARDEN - DAY

There are a few chairs.

MED. VIEW ON ANTHONY CORLEONE

He is eighteen years old.

ANTHONY Hello, Dad.

VIEW ON MICHAEL

squinting up at his son.

MICHAEL Anthony.

He rises, and reaches up to his son, who is now taller than he; he embraces him.

MICHAEL You've grown so tall... so tall in the last year. You're much taller than me.

ANTHONY I was taller than you when I was fourteen.

MICHAEL Sit down. Your Aunt Connie and I waited for you to have some lunch, but now it's all dried out.

ANTHONY I'm not hungry.

MICHAEL Well, that's alright... alright. Good. You'll graduate in another year, isn't that right? You know... I never finished college. I was a good student, but I never finished. Of course, there was a war then.

Connie approaches them.

CONNIE Don't let me interrupt anything, this will just take a second. Here. (she takes out a small needle, and begins to prepare it) Your father has to have his insulin shot. Why don't you go to your room and put your things away, Anthony.

She begins to give Michael the shot.

MICHAEL Hurry back; we'll talk. We'll talk.

Anthony goes on his way to the house with his things. Connie gives Michael the shot.

CONNIE Whenever I see that lake so cold, I think of poor Fredo, drowned. Lake Tahoe is very cold. They say if a person drowns in it, that the body will remain mid-suspended -- perfectly preserved. Some say it will remain forever.

She finishes the shot, puts her things away.

CONNIE Your boy will be right back.

She leaves.

VIEW ON MICHAEL

Alone in the garden.

OUR VIEW begins to MOVE CLOSER to him. We begin to HEAR MUSIC of the forties; happy music, swing music, as we move CLOSER to Michael.

DISSOLVE TO:

INT. OLD CORLEONE HOUSE - MED. VIEW - NIGHT

SONNY CORLEONE, his arm wrapped around a smiling red-faced Carlo Rizzi, pulls him into the Corleone dining room.

SONNY Hey, who knows my buddy Carlo Rizzi. Here... my brother Fredo, here's my Mom. Mom, whatcha got cooking? And Carlo, this is my kid sister Connie. Here, pull up a chair, Carol is sitting next to Connie. Oh, the droopy kid over there is Mike. The college boy.

An older, lanky man enters the room, his arms laden with presents. This is TESSIO.

TESSIO Buon Natale, everybody. Buon Natale... (he smiles at Tom Hagen) Hi, Tom, how's every little thing?

HAGEN (helping him with the presents) Wonderful, Sal.

Now the study door opens, and DON CORLEONE enters.

DON CORLEONE Is dinner ready?

MOM Two minutes.

The Don happily regards his family; his sons and daughters and even some Grandchildren. He raises a glass.

DON CORLEONE A good life, a long life to all my children, and friends. To my grandchildren, and those that will be. To our family.

They all drink.

They refill glasses; then Tessio proposes a toast.

TESSIO To our Godfather.

They all drink.

INT. THE DINING ROOM - MED. VIEW - NIGHT

The family is happily at Christmas dinner. Don Corleone seated at the head of the table.

SONNY What'd you think of those Japs, eh? The nerve of those Japs, coming right here in our own backyard dropping bombs!

HAGEN Well, we could have expected it after the embargo.

SONNY Hey! Expect it or not, those Japs don't have a right to drop bombs in our backyard. Whose side you on?

MAMA Please, do we have to talk about the war at the table? On Christmas, much less.

VIEW ON MICHAEL

He has been listening to this discussion.

MICHAEL Pop, I've decided I'm going to enlist.

A quiet hush descends over the table, as though everyone knows the effect this will have on the old man. Sonny tries to make light of it.

SONNY Kid, stay in college. The girls are cuter, if you know what I mean.

HAGEN Pop had to pull a lot of strings to get you your deferment.

MICHAEL I never asked for it; I don't want it.

VIEW ON DON CORLEONE

Disturbed; but wise and prudent.

DON CORLEONE My son wants to talk about this, and so we'll talk, but not at the dinner table.

He rises, and starts across the room toward his study. Then he looks back.

DON CORLEONE Michael.

He disappears into his study. Michael rises, glances around. People are generally tense over the situation. Michael follows his father into the study.

INT. DON CORLEONE'S OLD STUDY - NIGHT

The Don closes the door behind his son, and then moves across the room. He stops at the little bar there, and pours himself a brandy.

DON CORLEONE Would you like some?

MICHAEL No, Dad.

DON CORLEONE Now what is this talk about joining the army? Eh?

MICHAEL It's not talk; I'm doing it.

DON CORLEONE You would risk your life for strangers?

MICHAEL Not for strangers; for my country.

DON CORLEONE Anyone not in your family, is a stranger. Believe me, when trouble comes, your country won't take care of you.

MICHAEL That's how it was in the old world, Pop, but this is not Sicily.

DON CORLEONE I know. I know, Michael. It's Christmas, your brothers and sister are all here -- we are happy. Let's not spoil this. Go your own way, but when you are ready, come to me the way a son should. I have hopes for you...

CLOSE VIEW ON MICHAEL

looking at his father with a mixture of great love, and also fear, and confusion.

MICHAEL I won't be a man like you.

DISSOLVE TO:

EXT. THE TAHOE ESTATE - HIGH FULL VIEW - DAY

The leaves are blowing. MUSIC comes up.

Michael and his young son, Anthony, walk through the grounds of the estate, talking about things we cannot hear.

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