WITH WINGS AS EAGLES Screenplay by Randall Wallace Adapted from the Novel "OSTERMANN'S WAR" by James J. Cullen 1995 "They that wait upon the Lord shall renew their strength; they shall mount up with wings as eagles; they shall run, and not be weary; they shall walk, and not faint." Isaiah 40:01 FADE IN: INTENSE DETAILS, GERMAN COMMANDOS: THE BLACK EAGLES Hands on the triggers of machine pistols; paratrooper jump boots laced tight; long-handled grenades on belts; killing knives; tense faces smudged black; young soldiers sitting in two perfect ranks along a jump plane's belly. And moving down the ranks, inspecting is NICHOLAS VON OSTERMANN Colonel of the Black Eagles. His face, beneath the German helmet, and covered in full combat black-out, looks like painted steel; his eyes are alive, steady, glowing with pre- battle intensity, missing nothing. His combat uniform is black, like those of his men. They are crack soldiers, yet he dwarfs them with his commanding presence as he walks the center lane, checking their harnesses, their grenade ties... The last young soldier in the row has been honing his combat knife; as Ostermann reaches the end of the row the young soldier returns the knife to its sheath -- it makes a faint squeak -- and sits at attention. But Ostermann has heard the squeak, and tests the draw of the knife; it sticks a bit in its sheath. He reaches to the soldier's machine pistol, wipes his fingers on the gun's oily barrel, and rubs the lubricant onto the knife's blade. He glides it back into the harness effortlessly, then turns and looks at his men. OSTERMANN (in German/subtitled) The Black Eagles are ready. BLACK The white BLAST of a German artillery gun rips the darkness, illuminating the long barrel pointed high into the night. The screen stays black through the period of the shell's long flight, then it EXPLODES, plunging us into BLITZKRIEG Troops of the Wehrmacht, Hitler's well-drilled army, tramp across a stone bridge into a village, fanning out, taking territory as fast as they can run. The lead GERMAN OFFICER speaks into his field radio (and now we hear English)... GERMAN OFFICER Encountering little resistance. We will continue advance. For a few moments the village is a chaos of bullets and hand- to-hand fighting. Ostermann in the thick of it. The young soldier he last inspected -- his radio carrier -- is right behind him as Colonel Ostermann slams through a door into the village's largest building. INT. THE BUILDING - DAY Ostermann and the young soldier find they have plunged squarely into the middle of twenty startled Russians; they've crashed into the Russian advance command post. Outnumbered twenty to two... two late to run out... Before anyone else can react, Ostermann snaps three grenades from his chest belt and drops them into the center of the room, turns one of the heavy map tables over on top of himself -- and snatches the young Commando under the table with him just as the grenades EXPLODE -- BOOM! BOOM! BOOM! Ostermann tosses off the table and rises to a crouch, shooting the surviving Russians until his machine pistol is empty. Silence. He looks down at the young soldier, who is amazed to be still alive. Ostermann reaches down to help him up, and just then one of the Russians -- who already has two bullet holes in his chest -- rises from the rubble and charges them, screaming as he FIRES his pistol. In a single liquid movement Ostermann slides the killing knife from the young soldier's sheath and slings it through the air, burying its blade in the Russian's throat. Ostermann looks down at the soldier, then lifts the radio, and snaps into it -- OSTERMANN Ostermann here. The Black Eagles have broken the Russian attack. Continue the advance. INT. WEHRMACHT HEADQUARTERS, BERLIN - DAY Ostermann is among the officers looking at the maps. OSTERMANN You're showing the Russians two hundred kilometers further away then they really are! And where do you show their other division? They're attacking with at least two divisions, maybe three!... But the officers working on the maps seem to have gone deaf. An SS Officer BLEICHER, steps up behind Ostermann and slaps him on the back. BLEICHER So once again the halls of honor ring with the name Nicholas von Ostermann! OSTERMANN Bleicher -- what is the problem here? I talk and everybody seems deaf. Bleicher smiles as if it's nothing, and tries to pull Ostermann away from the maps; but Ostermann is insistent. OSTERMANN But their maps aren't accurate, they don't reflect the actual -- BLEICHER We are trying to represent intelligence gathered from all sources. Maybe here in Berlin we just haven't caught up with warriors like you. And speaking of warriors, I have the pleasure to inform you that you've been awarded another Iron Cross. For valor. Ostermann barely glances up, still frowning at the maps. BLEICHER I know you've won before, but at least show some pleasure. It is a great honor, direct from the High Command. OSTERMANN I'd rather see these maps accurate. They make it look as if we're winning. But the Russians are fighting back, in massive force. BLEICHER Klaus -- OSTERMANN Those are my men out there! If we don't change tactics then all of them and all of Germany will be -- BLEICHER Times are hard for Germany. I know this. So do others. That's why Germany needs men like you, now more than ever. Bleicher slaps Ostermann on the back again, and urges him to come along. CLOSE - AN IRON CROSS - THE GERMAN MEDAL OF VALOR being hung around Ostermann's collar, in a small ceremony in a large room at the War Ministry Building. The two officers presenting the medal are young, and pale. Ostermann is disturbed by the look on their faces, as they quickly present him with the medal and then hurry out, leaving Ostermann and Bleicher alone in the huge room. BLEICHER Again, congratulations... What is wrong? OSTERMANN Those young Generals, who gave me the medal. They're terrified. BLEICHER Just tired. OSTERMANN I know the look of fear, Horst, I see it every time I go to battle. They're frightened. And so young. What are men like that doing wearing General's uniforms here in High Command? BLEICHER I told you, these are extraordinary times. Come, I have a car waiting for you, I know you want to see your family. They move through a massive hallway, Ostermann, tall and powerful in the gray uniform of the army, in stark contrast to the small, thin Bleicher, in the black of the SS. BLEICHER You should consider joining the SS. I know, I know, you are not political. But now it is more important than ever. OSTERMANN When I lead the Black Eagles into battle, I want them to know they fight for all of Germany, not one party, or the reward of one man. BLEICHER I keep asking, and you keep giving me the same answer. But you should reconsider the benefits. Times are changing. There is great opportunity now, for the man whose sentiments are beyond suspicion. OSTERMANN My sentiments...? If you suspect me of something, why give me my second Iron Cross? BLEICHER I was thinking more of you brother. OSTERMANN What about my brother? BLEICHER I just tell you as a friend that he has some associations which are dangerous, in these dangerous times. OSTERMANN We all have associations that are dangerous. It is dangerous to be with inexperienced men, who are generals only because they are SS. BLEICHER Their loyalties are certain. OSTERMANN The loyalties of the men above them were certain too! But those men have been eliminated because of retreats those maps of yours refuse to acknowledge! BLEICHER ... As always, you see it all. Take care, my friend. We must look out for each other. They have come to the outer door; like a good host, Bleicher ushers Ostermann out, to EXT. BERLIN - IN 1944 - DAY Massive Nazi banners and stone German eagles adorn the sprawling square of central Berlin. A chauffeured car waits; when the driver sees Ostermann, he opens the door. OSTERMANN For me? BLEICHER Germany needs heroes, now more than ever. INT. OSTERMANN HOUSE - BERLIN - DAY A family -- or most of one -- sits around a table. Ostermann's FATHER and MOTHER are elderly Prussians, stiff people. The father has suffered a stroke and one side of his face shows its effects, but still he sits bolt upright. LISE, Ostermann's wife, is a beautiful woman, modestly dressed. JOHANN, their son, is twelve. They are sitting around the dining table, keeping up the semblance of a morning meal, but everything is spare. JOHANN I hate porridge. LISE It is good porridge. JOHANN It needs more milk. LISE We have no milk. No one in Berlin has milk now. MOTHER Here, I found a flower. She puts a pitiful flower on the table as decoration. MOTHER Let us thank God for this meal. "Heavenly Father, thank you that we have food to eat, and that we are all alive to eat it. And watch over Klaus, and keep him -- JOHANN Papa! Johann has just seen the silhouette of his father appear at the front door. Ostermann enters. Everyone jumps up. Lise rushes into his arms; he lifts her off the floor in a hug. OSTERMANN Darling... Father... Mother... And Johann! Johann, a tall, handsome boy, has been staring at his father in awe; but now Ostermann, still holding his wife, scoops the boy up in one arm, and hugs him, and the boy throws his arms around his father's neck and buries his face against his father. Ostermann realizes his son is crying, and his own eyes go damp with emotion. Ostermann's old father speaks, through the garble of his stroke-twisted mouth -- FATHER Thank God. OSTERMANN Yes. Thank God. LATER They are all sitting around the table, drinking tea. LISE Excuse me, I must... check on something upstairs. She leaves the table. MOTHER I'm sorry the tea is so weak. OSTERMANN It's better than what we have at the front. MOTHER Let's not talk about the Front. JOHANN But I want to hear! It was in the paper that you stopped the Russians. The Black Eagles flew in behind them, and turned them all back! They're running back to Moscow right now! There is a silence from Ostermann, which everyone but Johann seems to understand. JOHANN As soon as I'm old enough, I'll join the Black Eagles. OSTERMANN No!! The sharpness of Ostermann's response startles Johann. JOHANN But Papa, I just want to be like you. OSTERMANN Be a doctor like your mother. Save lives. Or be a pastor like Uncle Reinhold, and save souls. But do not be like me. Just be Johann. Lise stands and gently takes her husband's hand. LISE Klaus... I need some help upstairs, hanging some pictures. Ostermann stands, touches his son's head lovingly, and follows his wife upstairs. UPSTAIRS - IN THE BEDROOM Ostermann closes the bedroom door behind him, and kisses Lise slowly, lovingly. Their passion builds; she steps back and lets down her hair. It had been up in the severe bun of a married women of Berlin, but now as it tumbles around her shoulders we see her beauty even more, her sensuality. Ostermann takes off his tunic, and as he bares his chest Lise gasps at the new scars there. LISE Klaus! She touches the new marks with her fingers. There are signs of cuts and scrapes, and old wounds; but the most frightening new scar is the recent mark of a bullet that hit his left side. She finds an even larger, more terrifying exit wound on the back. Ostermann smiles reassuringly. OSTERMANN It was nothing, really. LISE It was a week in the hospital. OSTERMANN How did you know that? LISE Reinhold told me. He has many friends at the War Ministry. Ostermann takes her in his arms. OSTERMANN Nothing will stop me from coming back to you. I love you too much to die in this war. As he kisses her and takes her in his arms, her fears melt away, and all that's left is this moment. They make love as if it were their first time together. LATER They lie in bed, spent. OSTERMANN Lise... I've heard they are training boys to be soldiers. Is it true? LISE It's appalling. I wrote a letter, objecting. They wrote back and said, "One would expect the wife of a combat officer to be more patriotic..." Are the Russians really that close? Before he can answer there is a knock on the door. It is Ostermann's Father, calling a single, garbled word... FATHER Church? LISE The bombers don't come on Sunday mornings. And Reinhold is in the pulpit today. He groans good-naturedly and drags himself out of bed. INT. CHURCH - DAY We see the soaring interior of a stately German church, and PAN slowly down from its loft arched ceilings, past its magnificent stained glass windows, to the forest of candles lighting its altar... but the serene beauty of the place is jolted as we see the huge Nazi flags flanking the chancel. The von Ostermann family sits in their customary pew, Klaus in the center, his mother and father to his left, his wife and son to his right. Standing in the pulpit is an imposing figure: REINHOLD VON OSTERMANN. He is handsome like his brother Klaus, and powerfully built in the upper body -- but he grips the pulpit to keep himself upright. REINHOLD Welcome to you all! It is good to see you here. Klaus leans closer to Lise, and whispers... OSTERMANN He looks thin. LISE We are all thin. OSTERMANN When did they put up the flag? LISE When the government required the oath of loyalty from all churches. OSTERMANN And Reinhold went along with that? LISE He urged us to agree. He has become much less argumentative. As Lise says this, Ostermann's glance falls on a man sitting across the church in the opposite pew. He wears the uniform of an Admiral in the German Navy; his name is CANARIS. Admiral Canaris sees Ostermann looking at him, and Canaris, seeing the recognition in Ostermann's face, looks away. Then Ostermann glances around the church, behind him, and spots several other men scattered about, MEN WE WILL SEE LATER. Their presence sets Ostermann's thoughts going, but then his brother, REINHOLD OSTERMANN, begins to speak from the pulpit. As he speaks, we CIRCLE Reinhold, starting from the POV of the families in the pews... REINHOLD In the midst of our trials, we have much to be thankful for. I am especially thankful this morning to see my brother Nicholas among us today. I have always feared that if Klaus actually attended one of my sermons, the roof would fall in, and I give thanks that he is here, and so far the roof is holding. The PAN reaches Reinhold's back, and from this POV we see the reason he holds the pulpit for support: his legs are withered from polio; the steel braces strapped to his legs show at his ankles, and his crutches are tucked beside the pulpit. REINHOLD In honor of my brother, I have chosen a special scripture this morning, Isaiah 40:01. "They that wait upon the Lord shall renew their strength; they shall mount up with wings as eagles; they shall run, and not be weary; they shall walk, and not faint." And the brother who never could run, looks down from the pulpit at the brother who always could. And then their Father, one side of his face twisted by the stroke, begins to applaud -- just him, clapping his hands. Everyone else sits in awkward silence, wondering if the old man is insane, or the only sane one there. EXT. CHURCH - AFTER THE SERMON - DAY The families are leaving; Reinhold shakes hands with his father, kisses his mother's cheek, then embraces Klaus. There is a great affection between the brothers. REINHOLD I cannot come to dinner, I have a parish meeting that I cannot cancel. But stop by my office before it begins. INT. REINHOLD'S STUDY - DAY Reinhold, talking as he limps along, leads Klaus in. REINHOLD How do you like the flags? Any church refusing to accept them has been closed down. Ministers refusing the oath of loyalty have been taken away. But the flags give the place a little color, don't you think? And we'll need color when the stained glass windows are blown out. We need to take them down and store them, but the government won't allow us to admit that Berlin is being bombed. OSTERMANN Lise said you had mellowed. REINHOLD Yes, can't you see how benign I am? OSTERMANN I was at the War Ministry this morning -- REINHOLD Yes, your second Iron Cross. I knew all about it, I am at the ministry regularly these days. They need a chaplain, and every able bodied man is off to war. OSTERMANN I spoke with Horst Bleicher -- REINHOLD A rising star in the SS. OSTERMANN And he said you should be careful. REINHOLD The SS don't take me seriously, Klaus. Men who believe they are the Master Race don't feel much threat from a cripple. OSTERMANN Reinhold -- REINHOLD You go into battles with the Black Eagles, while I stay in Berlin, and you tell me to be careful. What does that say about the world we live in? OSTERMANN How many good countries have been led by evil men? REINHOLD None. Not as long as they follow that evil. We are in hell here, a hell of our own devising. And I tell you this. This country of ours -- this country of Martin Luther, and Bach, and Beethoven, this most Christian of countries -- will never be forgiven for what the man who leads us is doing, if someone doesn't stop him. OSTERMANN Is it sermons like that -- or is it something else -- that makes Horst Bleicher warn me about you? Reinhold looks away, and changes the subject. REINHOLD You should speak to Father. When the bomb sirens sound he refuses to leave the house and go to the shelters. I think the bombing reminds him of the shellings in the trenches, and makes him feel like a soldier again. Mother won't leave him alone, so she stays with him. Then Lise won't leave them, so she and Johann stay. I've tried to talk to him, but he's always seen me as a weakling and a coward. Maybe he will listen to you. OSTERMANN You're no coward, Reinhold. And no weakling. The two brothers -- one the very model of a warrior, the other a man of prayer; one with a muscular body of physical power, the other twisted and crippled -- look at each other, through that bond of having fought for each other, cared for each other, through their whole lives. The two brothers embrace in farewell. OSTERMANN You take care. REINHOLD And you. INT. CHURCH SANCTUARY - DAY Father Ostermann is standing at the front of the church, staring at the altar; young Johann is standing beside his feeble minded grandfather, keeping watch over the old man. Lise and her mother-in-law are sitting in the sanctuary, holding hands in the affectionate confidence of women. LISE I wish Reinhold would come by for dinner. MOTHER He won't. He tries not to need us... I always wondered if Klaus had to make himself so strong, because Reinhold was so weak. Klaus has moved up behind his mother and wife; he's heard. OSTERMANN Reinhold is the strong one, Mother. He kisses her on the cheek, then moves to his father. OSTERMANN Ready, Father? The old man nods toward the stained glass window he's been staring at, behind the altar. FATHER Reinhold. Klaus is confused; what does his father mean? He looks at the stained glass; it is a depiction of the crucified Christ. Klaus studies the picture; his gaze tracks down the crucified body, to the legs on the cross, pale and twisted with the crucifixion. They do look like Reinhold's legs. JOHANN Come on, Grandpapa. The boy takes the old man's gnarled hand in his own, and the old man follows his grandson happily. Johann looks back at his father and gives him a reassuring glance, and a smile that tells him he will watch over this old man that both of them love so much. EXT. CHURCH - DAY Klaus Ostermann and his family walk home together, Klaus waving back up to Reinhold, standing and waving at his window. INT. REINHOLD OSTERMANN'S STUDY - DAY Reinhold turns from his window, moving away swiftly, even on his crutches. He heads to a narrow elevator and uses it to descend into the church's basement. INT. CHURCH BASEMENT - DAY The basement is dark, murky. Reinhold heads through dark corridors, enters a door, and locks it behind him. He turns to face the room. Six men sit there, the ones we saw earlier; Canaris, three more officers in uniform, and two more clergymen in civilian clothes. REINHOLD Sorry. My brother Klaus was here. CANARIS He recognized me. REINHOLD This is Berlin. Where else would Admirals go to church? CANARIS He knew. When he saw me, it was in his eyes; he knew why I was here. OFFICER How could he know -- unless someone told him? REINHOLD No one told him. My brother always knows things without being told. But I trust him with my life. It is tense in the room; BONHOEFFER speaks up. He is a clergyman, in civilian clothes, in his mid-forties; he is stocky, and wears bookish horn rims. He has a gentle voice. BONHOEFFER Fear is putting us all on edge, and we have no room for fear. (to the officer) Did you bring the device? The officer opens a satchel, revealing demolition devices and a detonator. OFFICER The explosives are like they use on a farm. They can't be traced to the military. CANARIS The officers entering the meeting will be searched early, but we may have as much as an hour before he arrives. We need to smuggle the bomb inside. Does anyone have any idea how we might do that? REINHOLD I do. INT. OSTERMANN HOUSE - OSTERMANN'S BEDROOM - NIGHT Ostermann lies in Lise's arms; but he awakes to an unfamiliar sound, a high-pitched wail. OSTERMANN What -- ? LISE Air raid sirens. OSTERMANN We must get to a shelter! LISE There will be a problem with your father. INT. OSTERMANN'S PARLOR - NIGHT Ostermann enters the parlor, to find his father sitting rigidly in his chair, grunting unintelligibly at his wife. OSTERMANN Mother, please... get your coats. MOTHER It's no use, he won't go. She retrieves what her husband is asking for -- moaning for, through his stroke-withered mouth: she hands him his World War I vintage helmet, and the old man puts it on his head, sitting still and quiet. Ostermann sees this, and understands. With the distant sound of the bombardment, and this World War I helmet on his gray head, the old father feels like the young soldier he once was, back in the trenches. Lise enters, with Johann, both in their coats. OSTERMANN Lise, take Johann to the church. LISE But -- OSTERMANN I will stay with them. You go to the shelter! LISE Come, Johann. Come! She takes the boy by the hand, but he pulls away. JOHANN I'm staying here! Grandmother and Grandfather need me! Ostermann wants to argue, but the bombs are falling closer now, it's too late for Lise and Johann to run to the shelter. So Ostermann throws his arms around his family -- his wife, his son, his mother and father, all in a circle -- and as the bombs fall even closer now, and rattle the windows and shake plaster dust from the ceiling of the old house, he holds his family as if all by himself he could keep them safe. Father Ostermann, in his World War I helmet, says in garbled speech of a stroke victim -- FATHER Artillery. The Doughboys attack at dawn. Johann, his arm around his grandfather, pats his shoulder, and looks across at Ostermann and gives him a smile, sharing in his father's love, and in his courage, as the bombs fall. EXT. OSTERMANN HOUSE - DAY The mists of morning and the smoke of bombing float over Berlin. Ostermann stands at the front door of his home, bidding goodbye to his family. His mother stands like a stoic Prussian mother as her son kisses her, but tears run down her face. Ostermann turns to his father. OSTERMANN Father... Reinhold and I talked about the bomb shelters -- FATHER Reinhold is not a soldier. OSTERMANN But bombs can kill even soldiers -- The old man snaps to ramrod attention, and salutes; the matter is closed. Ostermann turns to Johann. OSTERMANN Johann... look after your mother. JOHANN I will, Papa. And I'll look after Grandmama and Grandpapa too. He hugs Johann, tousles the boy's hair, then turns to Lise and hugs her tight, whispering in her ear... OSTERMANN You must go to the shelters, with Johann. Try to convince Father and Mother, but if you can't, then go without them -- but go. LISE I can't leave them alone. OSTERMANN You can't face the whole family's danger. LISE No? Look at you. He kisses her. Her lips tremble. He draws her even closer. OSTERMANN Don't worry. I love you too much to let anything keep me from you. They part. Ostermann rubs Johann's head once more, then gets into the car, with the driver that Bleicher loaned him, and rides away, looking back one last time at his family, to wonder if they are not in a more dangerous place than the one he is going to. As we DISSOLVE TO EXT. DEVASTATED CITY - DAY Russian tanks and troops advance relentlessly against defensive fire into a ravaged city. It is snowing, a bleak and desolate landscape of winter. INT. GERMAN COMMAND POST - DAY A German GENERAL and his staff are in a fortified building on a hill, looking through the smoke of battle out into the battered city to see the fight raging. OUTSIDE THE COMMAND POST An SS halftrack races up, and out steps SS MAJOR KURTZ. His uniform is immaculate, his boots polished bright -- but he's a warrior, with the scars to prove it. He strides inside. INT. THE GERMAN COMMAND POST Kurtz marches in briskly and hands the General a written order. The General reads, then glares. GENERAL "Continue the attack?" The attack was over weeks ago! We're fighting to cover our retreat! KURTZ There will be no retreat. GENERAL How can we attack when we have no one left? In the distance are explosions; the General looks through his field glasses and speaks to his officers -- GENERAL The Russians are concentrating their fire on our forward units. KURTZ Someone is fighting back. Who is out there now? GENERAL The Eagles -- or what's left of them. When we last heard, they were down to Ostermann and a few others. KURTZ Ostermann! And you say you have no soldiers? The General peers back out toward the fighting... INT. DEVASTATED FACTORY BUILDING - DAY We are inside the shell of a giant factory, and it is a scene out of hell. Gray smoke, corpses everywhere. Ostermann is leading a handful of men against overwhelming odds. He's filthy and bloody. Two Russian tanks are blocked by the rubble at the entrance of the building; they keep blasting away. As a dozen Russian infantrymen swarm across the rubble, Ostermann shoves down the plunger of a charge and detonates ambush explosives, wiping them out. More Russians take their place; Ostermann's SERGEANT has lost hope. EAGLES SERGEANT We are out of charges, sir! And ammunition! Just as the Sergeant says this, a Russian sniper drills him through the head. Ostermann and his last few men dive for cover. Ostermann looks around frantically. OSTERMANN There is petrol in those tanks! We can burn them back! Come on! Ostermann rushes forward, crouching beneath the fire and taking out a Russian sniper with a shot from his machine pistol as he runs. Two of his men follow, then two more. Three of them make it. They crouch behind the shell of a tank burning inside the cavernous factory. Ostermann is about to fire at the fuel drums when one more of his men is shot through the head. Another sniper somewhere. Ostermann scans the maze of superstructure in the factory's ceiling, and raises his field glasses. POV OSTERMANN - BINOCULARS He searches the maze of steel rafters -- then he catches a glimpse of a form... a Russian sniper with a scoped rifle, who, just as he comes into focus, is raising his rifle and aiming INTO LENS. The muzzle FLASHES and OSTERMANN catches the bullet on the rim of the binoculars, driving them into his eye socket. He rolls on the ground and clutches at the spurting blood. His last two men try to help him, but the first one and the other are drilled by the sniper. The sniper starts to climb from his perch in the rafters when Ostermann rolls over and fires, killing him. The Russian troops have freed the tanks and they are starting to move forward when Ostermann rises, sprays the fuel drums with his machine pistol, then throws in a grenade to ignite the blaze. The whole place becomes AN INFERNO The Russians in the tanks are engulfed in flame. The fire spreads everywhere, driving the Russian troops back. OUTSIDE THE FACTORY A handful of battered German regular army troops shrink back from the inferno; then, his clothes smoldering, blood still running from the socket of his eye, Ostermann staggers out, and collapses. The soldiers start to move toward him, and more Russians, moving around the building, shoot them all down. INT. GERMAN COMMAND POST - DAY A tattered infantry CAPTAIN stumbles in to report. CAPTAIN Ostermann's dead. GENERAL The rest of the Black Eagles? SOLDIER Wiped out. Ostermann beat back the Russian attack, but they're regrouping for another assault. KURTZ Ostermann. Even more glorious than he was at Stalingrad. GENERAL Stalingrad was a defeat, Kurtz! (to his staff) Retreat immediately. We must save the rest of our men. The General leans over his maps, plotting their route out. Kurtz puts a Luger to the base of the General's skull and blows his brains over the maps. The remaining regular officers gape at Kurtz. KURTZ Schmidt, you are now in command. And there will be no retreat. Kurtz walks calmly out to his halftrack, where he rides away from the Russian advance. INT. OSTERMANN HOUSE - NIGHT Reinhold, his face sad as death, stands looking at Lise, to whom he has just delivered the news. Lise's body is convulsing with the shock; Reinhold, standing a few feet away from her, starts toward her on his crutches; just then Johann bounces into the room. JOHANN Mama, today in school I -- His cheerfulness is shattered by the sight of his mother. JOHANN What is it? What's wrong? LISE Johann... please go prepare your lessons in the cellar. JOHANN But -- LISE Johann, please!! JOHANN No, something is wrong! What is it? Reinhold shuffles to his nephew, and struggles to kneel, taking the boy gently by the arm. REINHOLD Johann... your father... has been killed on the Russian front. JOHANN No. It isn't possible. REINHOLD Johann, I'm afraid it -- JOHANN It isn't possible! He's alive! Lise is crying. Johann moves to her and strokes her hair. JOHANN It's all right, Mama, he'll come back. And until he does I'll protect you, the way he would. Lise touches her son's head, and she weeps. INT. BEER GARDEN - DAY Bonhoeffer, the quiet clergyman from Reinhold's basement meeting, sits at a booth table in the beer hall. Reinhold slides into the seat opposite him. REINHOLD Klaus has been killed. BONHOEFFER Reinhold... I am so sorry. REINHOLD It was a matter of time. A man who puts himself in harm's way will sooner or later have harm come to him. BONHOEFFER How are your parents? REINHOLD Devastated, of course. I've just come from there. They... there was nothing I could tell them to give them strength. BONHOEFFER Didn't he have a wife? And a child? REINHOLD A son, yes. His wife is in shock. His son -- he doesn't believe it yet. He says his father can't be killed. Reinhold looks away, keeping his emotions at arm's length. From across the room comes a gale of laughter, as soldiers of the SS, their eyes haunted and strained, drink with bureaucrats who seems to have lost their grip on reality. Bonhoeffer is about to speak when he spots a couple of men in trench coats entering, with some Brownshirts. He touches Reinhold's arm to be sure he notices. REINHOLD Bastards. They know what's happened on the Russian front. But they won't tell those louts over there. BONHOEFFER I am sorry about Klaus. I know you two were close. REINHOLD He was the strong one. (laughs) I know that sounds funny, of course he was the strong one. But everyone always seemed to believe that I had the most inner strength. He protected me from bullies, from taunts and insults in the schoolyard. But my parents -- and even Klaus himself -- thought I was the one with the inner strength, because I had so much of that sort of thing to carry. (chuckles) Klaus used to say I gave him strength. Can you imagine! But he was the one... he was the one... Suddenly tears are spilling from Reinhold's eyes; he hides his face in his hands, and sobs. Then just as suddenly, Reinhold pushes back his emotions, and sniffs hard. REINHOLD But on to business. Has a decision been made on my offer? Bonhoeffer nods. Across the room, one of the revelers sees the Brownshirts who have entered. REVELER Hans! What news from the Front? BROWNSHIRT We will slaughter the Russians until there is nothing left of them. REVELER Until there is nothing left! I'll drink to that! BROWNSHIRT Sieg Heil! Heil Hitler! Heil Hitler!... Everyone in the place gets up and starts the chant. But Reinhold's grief flashes into anger, and he mutters through clenched teeth. REINHOLD They can kill me, but I'll never give that salute. Bonhoeffer leans across the table, his voice a hot, insistent whisper. BONHOEFFER You and I are going to die soon enough. But it's going to be for more than this salute. Bonhoeffer stands, pulls Reinhold to his feet, and throws their hands into the air. BONHOEFFER Heil Hitler! REINHOLD Heil Hitler! And the secret police in the corner see it all. GRAY/BLUE - FILLING THE SCREEN At first we don't know what we're seeing; it is the POV of someone lying flat on the ground and staring up at A WINTER SKY; clouds are blurry but gradually come into focus and then go out again... OSTERMANN lies on his back upon, among dozens of other German soldiers -- all of them dead -- being hauled in the back of an open truck. EXT. FROZEN GROUND - DAY A Russian bulldozer's blade bites into the frozen earth, tearing a trench. A truck brings in bodies and dumps them into the trench. The bodies -- German soldiers -- tumble from the trucks into the trench, their dead limbs already stiff. All around is a wasteland, frozen, barren. And we see the losses of the German army; the trench looks a mile long. As the trucks pull away, the bulldozer driver and the tractor driver stop their work and climb from their machines, down into the trench, where they begin looting the bodies of the newly-arrived Germans. Letters from home, pictures of families -- all that is junk to the Russians, and they toss it to the ground. Then one of them finds a dagger, and decides to keep it. His partner finds a watch. Then a good pair of boots. A pair of gloves. A wedding ring... The ring is on the hand of Ostermann's body. We see his dead white face, the blood now frozen around the ruptured eye socket. As the bulldozer driver struggles to pull the ring off, he doesn't see Ostermann's good eye come open... Then Ostermann's free hand grabs the Russian by the throat. The Russian tries to struggle, but Ostermann's will is too great; gripping the Russian's windpipe, he snatches the dagger from the man's pocket and drives it into his chest. The other Russian, at first preoccupied trying to get the boots off another frozen German, sees Ostermann. Shocked, as if he's seen a ghost, the Russian turns and tries to run, over the bodies of the dead soldiers. For a moment Ostermann doesn't move; it's as if he could only find the strength to kill one more Russian. Then he lifts the dagger from the man he just killed and throws it; it buries in the back of the fleeing Russian. THE TRACTOR being started. The engine clatters to life. Ostermann is at the controls. He shifts the tractor into gear and it lurches off. We PULL BACK to see what is before him: ENDLESS FROZEN, BARREN LAND all the way to the horizon. OSTERMANN starts off, heading west. MONTAGE - OSTERMANN'S ORDEAL THROUGH THE SNOW In an ordeal like Dr. Zhivago's, Ostermann travels westward across the trackless, frozen wasteland. First the tractor runs out of fuel, and he must walk. Sometimes it is deathly still, with nothing but planes of white beneath a gray sky... Sometimes the wind blows so hard he can barely put one foot in front of the other... He has found a tattered blanket somewhere and uses it to protect his hands, feet, and head; but his breath has frozen on his face, and his eye is still a mass of frozen blood... Finally, delirious, Ostermann hears a voice: VOICE Halt! Who goes there? Stop or we'll shoot! Ostermann staggers and falls face first into the snow. He lies there unconscious, finished. Then two pairs of boots crunch up beside him; the toe of one boot nudges Ostermann, but he does not react. The boots belong to two German sentries; they reach down and turn Ostermann over. It takes a moment to realize that this man lying here is a soldier. SMASH CUT: BLEICHER MARCHES INTO A FIELD HOSPITAL and moves past cots full of wounded men, to where Ostermann lies bandaged on a cot at the rear of the field hospital. BLEICHER Klaus. Ostermann turns his head, and opens the unbandaged eye. BLEICHER It is a miracle. INT. TRANSPORT PLANE - DAY Ostermann wears a uniform, but his eye is still bandaged and he's weak from his ordeal. Bleicher sits beside him, barely able to contain his excitement. He has brought a small box of polished walnuts. BLEICHER No one at Headquarters could believe it at first. But I told them, if anyone could do this, it is Klaus von Ostermann! These are for you. He opens the presentation box and show him the three new medals inside. Ostermann doesn't react as Bleicher expects. BLEICHER What's wrong? OSTERMANN Before, such things seemed unnecessary. Now they seem pitiful. BLEICHER Pitiful? OSTERMANN Look at the war, Horst. Look close. I have. And all I can see is defeat. He tosses the box aside. But Bleicher reacts patiently, almost cheerfully. BLEICHER No. A time of crisis, yes. A time of testing. But we will prevail, Nicholas -- and how do I know? You. You yourself are proof of it. The Black Eagles, fighting to the last man... Klaus von Ostermann, being thrown into the mass grave, and rising from it... It is a symbol to inspire all of Germany! From the pocket of his trenchcoat Bleicher pulls a copy of the Beliner Beobachtet, Berlin's newspaper; he snaps it open to show the banner headline, about OSTERMANN... BLEICHER This morning's headline, from Berlin. The tale of the Black Eagles. And how you, their leader, killed two hundred Russians single handedly, and returned home unconquered -- and unconquerable! OSTERMANN Two hundred Russians...? Who wrote this shit? BLEICHER ... I did. I am the new Deputy of Public Information. OSTERMANN There were no two hundred -- BLEICHER The doctors wired me the details of what you muttered in your delirium, perhaps they got it confused. But the point is all the same. We can win, Klaus. Hitler believes it! And Hitler is Germany. Bleicher gathers up the medals, puts them back into the box, and places it into Ostermann's hands. EXT. LANDING STRIP - DAY The plane touches down on a small landing strip and taxis to a stop. A ground crewman opens the plane's door; Ostermann, following Bleicher, emerges and is surprised to see such a small landing field in an open field. BLEICHER The main field is being repaired. OSTERMANN More bombs that didn't fall? BLEICHER We have strengthened the air defenses, and never again will enemy planes -- He's interrupted by a growing rumble from above. They look up to see formations of bombers rumbling high above them. They run for a bomb shelter, near the hanger. But Ostermann stops at the entrance, and listens. An airplane CREWMAN urges him inside. CREWMAN Come on! But Ostermann waits, still listening. The bombers are passing overhead, moving deeper into the city. OSTERMANN They're not bombing the airfield. They're bombing the city. BLEICHER Klaus, no -- ! OSTERMANN My family is there! He breaks from Bleicher, and runs to the hanger, where there is a German field car, like an open jeep. EXT. BERLIN - DAY The air raid sirens are wailing, and Lise is leading Johann to the shelter below the church. JOHANN But what about Grandmother and Grandfather? LISE They feel safe where they are -- and we feel safer here. She pulls him on. They reach the church, and move down an outer flight of stone stairs down to THE AIR RAID SHELTER Frightened people are crowding in; it is chaos inside. And Johann tries to be calm, like his father. JOHANN They're all frightened, Mother. I will help here at the door. (to the people) Move inside, please, just stay calm, there's room for everybody. Quietly, she is proud of him. As a mother stumbles past with two babies in her arms and a hysterical toddler at her feet, Lise lifts the toddler in her own arms and helps the mother to a far corner of the church basement. Two of the last people through the door are an elderly couple, much like Johann's grandmother and grandfather. Seeing them there and safe stabs him; he looks back to the door and sees it is about to be closed. At the last moment, he darts through the opening. The man at the door yells -- MAN Hey! But Johann is out and running. The sound of falling bombs is already echoing over the city; reluctantly the door keeper shuts the big door. JOHANN runs through the streets; he reaches his home and goes in. INT. OSTERMANN HOUSE - PARLOR - DAY The old grandfather sits there in stubborn oblivion in his World War I helmet, grandmother faithfully beside him. GRANDMOTHER Johann! JOHANN Don't worry. We're all going to be all right. And just as his father did, he sits down and puts his arms around both of them. INT. BOMB SHELTER - DAY Lise has helped the toddler quiet down, and has found the mother a comfortable place to rest in the corner. Now Lise looks around. LISE Johann...? Johann? EXT. THE SKIES ABOVE BERLIN - AN AMERICAN B-17 BOMBER - DAY A vast flock of bombers rumbles above the clouds, as flak rips black holes in the sky around them. We push in on INT. ONE OF THE BOMBERS - DAY JIM CRANE, a bombardier-navigator, sits at his bomb sight and works math calculations, as the plane is buffeted. He presses the intercom pickup to his throat and shouts -- CRANE If you want me to hit anything you better steady this thing down! THE PILOT, IN HIS COCKPIT, responds. PILOT It's broad daylight over Berlin, Crane! Or didn't you notice. CRANE Fuck you. HICKS, one of the bomb crew, screams from his waist gun -- HICKS We got fighters coming! Messerschmidts shriek through the formation, and Crane jumps to the door gun opposite Hicks. A fighter plane, already trailing smoke, screams past and Crane and Hicks pour tracers into its fuselage; the plane explodes in a fireball in front of the B-17, and the bomber pilot must jerk the controls to avoid the wreckage. As he does so -- BACK IN THE BOMB BAYS a thousand-pound bomb bounces off its rack and lodges in the bomb bay, jamming the doors slightly open. Other bombs tumble on top of it. GUNNER (INTERCOM) We got bombs off the racks! PILOT (INTERCOM) Crane! Get back there, see what you can do! Crane tears the headphones off and races back through the belly of the plane, dodging along the catwalks. He reaches the waist gunner, who is looking down in terror: the wind rushing through the partially jammed doors is SPINNING THE PROPELLER on a BOMB'S NOSE. WAIST GUNNER They're armed! Fuckin' bombs are armed! CRANE We gotta crank the doors! The two of them move to the crank station, and start gingerly trying to open the bays beneath the now-live 1,000 pound bombs. The bombs shift... and jam again. They hang like logs over the open, empty sky. Crane sees he has no choice... He spreads his arms, catches hold of either side of the bomb racks and begins to jump up and down on the bombs to get them loose. GUNNER Those things are live! CRANE Just stay calm! Crane is anything but calm -- and the waist gunner has closed his eyes to say his last prayers, as Crane jumps on the bombs again and again... The bombs break loose and fall, and so does Crane. But he catches himself, and dangles over empty space. The gunner grabs Crane, and helps him onto the catwalk. Crane races back to his bombsight. THE GROUND - POV THROUGH BOMB SIGHT The target crawls into view, as the cross hairs of the bomb sight begin to converge. PILOT (INTERCOM) Thirty seconds to target. Crane leans over the sight and blocks out the battle raging around him. Suddenly the plexiglass nose bubble is perforated with bullets as the German pilots now attack directly at the bomber's nose. Messerschmidts shriek in, guns blazing, their bullets chewing up everything around Crane. He screams in terror and rage, draws his .45, and fires wildly through the broken plexiglass. He comes to his senses and sees Hicks gawking at him. CRANE Just stay calm!! Crane turns back to his bombsight and works his calculations. In his viewfinder, the factory crawls into the cross hairs, and he toggles away his bombs. All the other bombers, following Crane's, release after him, and the sky is filled with falling bombs. EXT. OSTERMANN'S DASH INTO BERLIN - DAY Ostermann barrels into Berlin, over rutted roads, with most of the streets clear already; those civilians and soldiers still outside are running for shelter. At first he can hear -- but not yet see -- the impacts; blasts shake the ground, and the pounding beat of bombs rumble like a massive earthquake. He drives wildly toward the city center -- then -- A BLAST shatters the building he is passing, throwing debris everywhere in his path... Ostermann emerges from the debris, driving through it, barreling on. ANOTHER BLAST levels a building in front of him, throwing chunks of concrete and brick into the street, blocking his way. Ostermann slams on the brakes, reverses, darts off to find another way around. He drives down another long street, and reaches another blockage in the street; he is close to home, and jumps out to go on foot. EXT. BERLIN - VARIOUS - DAY The bombs hit buildings: a factory... a government building... and the Ostermann house. EXT. BERLIN - OSTERMANN Ostermann is not far from his home, and the closeness of the blast sends terror into him; he begins to run in rising panic, racing on foot toward his home. The closer he gets, the greater his fear becomes. He passes more shattered buildings; the devastation is greater here. He runs, faster and faster, until he comes to the spot where his house used to be. It is now -- A BLACK CRATER IN THE GROUND still smoking from a direct hit by a bomb. It is directly in front of what used to be the Ostermann home -- now a pile of rubble. OSTERMANN NO!! NO!!! The rubble still smokes; in panic he begins tearing through it. And he comes upon Johann's body. For a moment, all the life goes out of Ostermann. All he's been through -- the fighting, the wounds, the miles through the wastes of Russia -- have been nothing compared to this moment. At first it's like he's died; then grief rips from him -- OSTERMANN JOHANN!! My son! My son! He grips his son's lifeless body. CUT TO: UP IN THE BOMBER FORMATION Crane uses the belly periscope to peer back... POV THE PERISCOPE... Berlin lies far below, fires burning everywhere. As Crane sits back, Hicks takes a look too, seeing the destruction. HICKS My God... Poor buggers. CRANE They started this war. They follow Hitler. Hell with all of 'em. Suddenly the whole bomber shudders. PILOT We're hit!... We're going down, everybody into their chutes! As he says this another pass by a fighter sends bullets ripping through the cockpit, killing the co-pilot and wounding the pilot; he fights to level the plane... CRANE shatters his bombsight with shots from his .45, and struggles through the wildly pitching plane, fighting to pull on his chute. He drags himself to the open door, and with the plane rolling into its last spiral he heaves himself into the sky... EXT. BERLIN - NEAR OSTERMANN HOUSE - DAY The All Clear Siren is sounding; Lise moves with the crowd of others out of the shelter. There were so many people inside, and she's still looking for Johann. LISE Johann?!... There is smoke all around; it is unsettling, but she keeps moving toward home. And then stops like she's seen a ghost; she sees her husband, Klaus von Ostermann, standing like a statue in the smoke. She stops; then her steps quicken. It's him. LISE Klaus -- ? It can't -- Klaus!! You're alive! She rushes at him, throws herself onto his chest, weeping, feeling that he is truly alive. LISE It is you! You're alive! Alive! But why isn't he responding? She looks at his face, sees the stunned grief there; she looks over his shoulder, and sees the rubble of the house. And all of it floods in on her. Not just Grandmother and Grandfather, but also -- LISE JOHANN!!! Ostermann grips her; he won't let her go see. Down the street, Bleicher has arrived in his car; the debris has stopped them, but from the car Bleicher sees Ostermann and his wife, and the rubble where they used to live. INT. CHURCH - NIGHT Klaus Ostermann and his wife sit side by side, still holding each other in stunned grief. Reinhold is at the altar, his hand shaking as he lights memorial candles to his mother, father, and nephew Johann. Back in the pew, Lise begins again to weep. LISE It was my fault, Klaus. My fault! OSTERMANN No, Lise... No... LISE My fault! He hugs her tight to his chest, and whispers, like a man pronouncing his own death sentence... OSTERMANN Not your fault. It was mine. He wanted to be like me. I liked that, too much to stop him. The door at the back of the church opens with a ponderous creak that disturbs the quiet of the church; then the scrape of heavy black boots entering. It is Bleicher. First Reinhold and then Klaus Ostermann notice the SS Colonel. Bleicher strides forward, his boots echoing loudly on the stone floor of the church. He stops before Klaus and Lise. BLEICHER I am sorry. For all of you. Klaus -- could we speak? I know -- forgive me, please, it is only for a moment, and it is important. Ostermann sees it is quicker to hear him out than to argue; he stands and ushers Bleicher to the rear of the church. BLEICHER I am sorry to disturb you at this awful time. But what we need done, it may help you in dealing with this tragedy you've just suffered. He hands Ostermann a sealed envelope, marked "SECRET." BLEICHER You can read it tonight. But you need to leave tomorrow. CUT TO: CLOSE - A CONCRETE CEILING, SHAKING as we hear the muffled rumble of a bomb, and the light from the bare electric bulb hanging from the ceiling flickers; we are -- INT. THE CHURCH CELLAR which serves now as a bomb shelter. Forty or fifty Berliners are huddled there, including Klaus and Lise Ostermann, while Reinhold moves among his terrified parishioners. Some are shaking with fright; others stare in shock and disbelief that their city is being blasted apart above them; Reinhold comforts them all, paying particular attention to the sobbing children, and giving his parishioners a few comforting words. REINHOLD Shhh... It's going to be all right. A HYSTERICAL LADY cries out... HYSTERICAL LADY They promised us Berlin would never be bombed! Now it is attacked both night and day! REINHOLD Don't worry, God knows we are here. A blast that was very close shakes the ground again. Reinhold totters, and forces a smile. REINHOLD Apparently the bombs do too. ON KLAUS AND LISE OSTERMANN Lise sees, sitting in the same corner, the same mother with the three children, whom she helped earlier that day. CLOSE ON LISE, as she looks at them, and changes come over Lise's face; her grief becomes confusion, then concern, then, ultimately, compassion. She mutters to Klaus... LISE Her husband... and two of her children... have been killed. I was helping her when -- Lise can't say anything else. The widowed mother's babies are crying again. Lise squeezes Klaus' hand, stands, and moves over to help the widowed mother again, and holds one of the crying babies. Ostermann, left alone, remembers the orders in his pocket. He takes them out, opens the sealed orders, and reads them; he freezes, and then reads them again. Reinhold, standing in the middle of the shelter comforting parishioners, sees him do it. Another bomb falling somewhere overhead makes the lights go completely off for a long moment; then when they come back on, Ostermann is sitting with his head lowered. Reinhold sees his brother stand and move to the door. Klaus leaves the shelter; we FOLLOW as he moves upstairs through the darkened church, into the darkened sanctuary lit only by the moonlight coming through the stained glass windows. The sound of the bombing is louder now, but it is a strangely serene and beautiful place now, this empty sanctuary, surrounded by bombing. Ostermann moves to a pew near the altar, and sits down. He looks at the orders in his hand. He looks up at the altar, at the stained glass, lit by the moonlight. He looks toward heaven, then lowers his head. He lifts his head to see Reinhold standing there, worried enough about his brother to have climbed out of the shelter and come up into the sanctuary during the bombing. REINHOLD I don't think I've ever seen you pray. OSTERMANN That doesn't mean I didn't. Reinhold takes a place in the pew beside Klaus, and glances down at the folded orders in his brother's hand. REINHOLD For some time now, they're been sending me children whose parents have been killed in the war. The Reich has so many orphans now, they don't know what else to do with them. Perhaps Lise could stay here with me, and help with the school I've started. It may help her too. Ostermann can only nod his gratitude for his brother's kindness. Bombs RUMBLE outside, close enough to shake the stone walls of the church. OSTERMANN You should go back down to the shelter. You have a flock, and you're their shepherd. REINHOLD I'm not afraid to die. Something in those orders has made you the same way. I am your brother -- and your pastor. Do you want to tell me what is in them? OSTERMANN They want me to go to a POW camp, where there are five thousand American prisoners. The men who fly those bombers up there. And they want me to kill them. REINHOLD This is Hitler's madness. Let the Third Reich destroy everything, so the Forth Reich can rise... What will you do? Ostermann just shakes his head. REINHOLD God has hope, even when we do not. OSTERMANN There is no hope for me, Reinhold. And no future. Take care of Lise for me. She deserves a tomorrow. He lifts his head, and looks again at the huge darkened sanctuary. All is strangely quiet. Then he hears a faint noise: the WHISTLE OF A FALLING BOMB, growing stronger... THE BLAST is not far outside the wall of the church; it blows the stained glass into a million colored bits. Ostermann dives for cover beneath the pew, pulling Reinhold down to cover, as the shards of the church's once magnificent windows shower over them. EXT. CHURCH - MORNING The sunlight is thin and smoky as dawn comes to Berlin. Outside the church, the parishioners emerge from the shelters and make their way through the rubble, returning home to see if their homes are still there. INT. THE CHURCH - MORNING Sunlight streams in through the opening where the stained glass window was. Lise and Reinhold are sweeping shards of glass from the pews and floor. Ostermann is ready to leave again. He looks at Lise. In the dustiness of the damaged, yet still beautiful church, she looks like a Vermeer painting. She stops and looks up at him, all the emotions buried now, yet reflected on her face. She knows he is leaving, and may not come back; she knows she can do nothing about it. She forces a smile -- a sad, tearful smile -- waves... and keeps on sweeping. Ostermann looks at Reinhold, looks back at Lise one last time, and walks away. EXT. SS INTERROGATION FACILITY - NIGHT A castle on the outskirts of Berlin, taken over by Hitler's elite. As the troopers who took him prisoner drive him up in the jeep, Crane hears screams of men being tortured... A SMASH CUT INTO CRANE'S FACE -- INT. STONE ROOM Crane is tied to a chair, and spitting blood. CRANE How long before you guys get it -- They hit him again. Bleicher moves into the light. Crane speaks through bloody lips. CRANE I've given my name, rank, and serial number. That's all I know. BLEICHER No. You know much more than that. Bleicher nods to his goons, who throw a rope over a beam in the ceiling. The other end ties to a razor sharp meat hook; they force Crane's mouth open and place the point of the hook against the roof of his mouth. They hoist him to his feet, so that he's stretched out on tiptoe to keep the hook from punching into his sinuses. BLEICHER The pilot who shot down your aircraft said it was the lead bomber. And you were its bombardier. One of the goons takes out pliers and grabs Crane's hand. Crane struggles not to flinch; the slightest movement will send the razor sharp hook into his mouth. BLEICHER So you know the targets. They rip off a fingernail; Crane screams in agony. EXT. CASTLE COURTYARD - DAY Ostermann arrives, driven by an SS corporal; as Ostermann steps from the truck, he hears Crane's screams. Ostermann turns to the DRIVER. OSTERMANN An SS Interrogation Facility? DRIVER This is where I was told Colonel Bleicher would be. Ostermann moves into the building. INT. CASTLE - INTERROGATION ROOM - DAY Bleicher is focused on Crane's agonies, and doesn't seem to notice Ostermann's arrival. BLEICHER No no, do not struggle. The hook will puncture the roof of your mouth and pierce your sinuses. I understand it's quite painful. And if you should faint from the pain, the hook could penetrate to your brain. If you have one. Bleicher smiles. Crane struggles to maintain a perfect stillness against the excruciating pain. BLEICHER Now. Our fighters said the lead bomber -- your plane -- deviated from the group and dropped its bombs squarely over the city. Who were you trying to hit? Hidden shelters? Intelligence personnel? Please tell us, we'd like to know. Ostermann stands watching, and if he looked tough before, now he looks like his soul is made of titanium. His unpatched eye is distant and steely; as he hears that Crane is a flyer who dropped bombs on Berlin the previous day, Ostermann's stare takes on a focus. They rip off another fingernail. Crane nearly faints; blood runs from the corners of his mouth. Ostermann does not flinch. BLEICHER Steady now! Where were they going? Of course if you want to die as a war criminal, that is up to you. They rip another nail. Crane, still on the hook, wobbles from the blinding pain, barely able to hang onto consciousness, and life. BLEICHER It's useless. OSTERMANN No. Wait. Surprised, almost amused, Bleicher pauses; he watches as Ostermann moves over, and stares at Crane. OSTERMANN You dropped bombs on civilians. Did you know that? Do you regret that? Crane seems to be trying to say something; then he spits a stream of blood onto Ostermann's face. CRANE I regret I didn't have more bombs to drop. Ostermann snatches his pistol and jabs its muzzle into Crane's eye. Ostermann's hand shakes with anger; grief and fury fill his face. Everyone in the room, especially Crane, is sure he's going to pull the trigger. But something stops him; he grabs Crane by the hair with his free hand, lifts him off the hook, and slings him into the corner. Bleicher nods, amused. BLEICHER Put him in the truck with the others. INT. CASTLE GREAT HALL - DAY The Great Hall of the Castle has a huge roaring fireplace, and rich food laid out on the polished dining table, an SS luxury in vivid contrast to the deprivations of the common people. Bleicher picks a grape from a big bowl full of them and pops it in his mouth as he says to Ostermann... BLEICHER That was smart of you. Keeping him alive, showing up with him at the camp, will quiet any suspicions the other prisoners have about the future. I get carried away; that's why I need specialists like you. You've seen your orders? Ostermann nods. BLEICHER Are you prepared to carry them out? OSTERMANN I am prepared to do what I must do. BLEICHER Good. I have sent a man ahead to scout the situation for you -- he's quite proficient. Tonight I will send a dozen of our best men along with you, to help in preparations. Then a column of the Liebstandart will arrive day after tomorrow, to assist however you direct them. OSTERMANN Liebstandart? BLEICHER Hitler's personal regiment. It is a great honor. Ostermann nods, his face as cold as death. INT. REAR OF TRUCK - NIGHT A group of captured flyers sit in the rear of a German truck; most are banged up from bailing out; a couple are burned from fires within their planes. The back flaps of the truck snap open and SS troopers dump Crane, semi-conscious, into the rear of the truck with the rest of the captured flyers. Another of the captured flyers, HICKS, scoot over to him, as the truck begins to move. HICK Crane!... Aw, Jimmy... you musta stood up to 'em, huh?... INT. SS CAR - DRIVING THROUGH THE NIGHT Ostermann rides in the rear, the lone passenger in the back of a black SS Mercedes. His face is blank, his thoughts distant and impenetrable. Behind his car is a truck full of SS troopers, and behind that a truck with the captured flyers. Then, far up ahead, he sees lights... EXT. PRISON CAMP - NIGHT Stalag Luft III rises from the frozen ground, a nasty gray place where powerful beam searchlights from the guard towers sweep double rows of barbed wire surrounding the camp. The car reaches the gate; the driver shows papers to the guard, who looks in to see Ostermann. The guard steps back and allows the car and then the truck to pass. EXT. PRISON CAMP - NIGHT The car and trucks roll into the camp compound. Ostermann's car stops in front of the office block, the only painted structure inside the barbed wire, and Ostermann emerges from the car, to enter the camp's office compound. INT. PRISON CAMP OFFICE - NIGHT FARBER, an SS Major, sits at the camp Commandant's desk. One of Farber's men -- dressed, like Farber, in the black uniform of the SS, with Death's Head insignia -- is bringing him a cup of coffee just as Ostermann walks in, erect, soldierly in his greatcoat. FARBER Ah, Ostermann, we've been wondering when you were going to turn up. Want some coffee? It's quite good, American! The Red Cross sends it over for the prisoners. Farber's SS aide chuckles as he pours another cup and offers it to Ostermann; when Ostermann says nothing, the aide takes it for himself and sits down beside the desk to read mail from the open Red Cross packet beside him; Farber is doing the same thing, and laughs at one of the letters. FARBER Here's a good one! Oh, Ostermann, how's your English? OSTERMANN I learned in school. FARBER Then listen to this one. This girl writes, "... Johnny, I think of you until my heart aches. I feel you on my lips, your breath upon my hair..." American girls write such great letters! He tosses the letter down and leans back, putting his feet on the desk. FARBER So how do you like the camp? Ugly, huh? We do these men a favor to shoot them. Ostermann glances at Farber's aide. FARBER Don't worry, my men know why we're here. It's a garbage detail, but it's actually quite relaxing. We've got it under control. I guess Bleicher felt we ought to have an infantry technician around. There has been some sloppiness in previous mass eliminations of prisoners -- Suddenly Ostermann kicks over the chair Farber's aide was sitting in, sending the aide spilling backwards onto the floor; then Ostermann kicks Farber's chair, sending him flying back against the wall. OSTERMANN Stand up. It is an order meant to be obeyed; reflexively the aide responds by snapping to attention; with Farber it is the surprise, along with the threat of Ostermann's battle face, that brings him to his feet. OSTERMANN I am a Colonel, you are a Major. You are SS, and this is an SS operation, but I am your superior, especially when the shooting starts. So you'll stand up and salute when I enter a room, you will speak only when I speak to you, and you will follow my orders to the letter. Is that clear? FARBER Clear, Sir. OSTERMANN Pick up that chair. Farber picks up the desk chair, and Ostermann sits down in it. He glares at the SS aide, who suddenly gets the idea and clears the stuff off the desk. Ostermann removes his hat and places it onto the clean desk. OSTERMANN You have a diagram of the camp? A complete roll of the prisoners? Get them. The SS aide jumps into action, spreading the camp diagram out on the desk, and placing a roster of prisoners out too. OSTERMANN How many? FARBER Nine-thousand nine hundred twelve as of this afternoon. OSTERMANN And the guards? FARBER Typical Luftwaffe. One hundred twenty fat old men, all under Major Kohlmeyer, who thinks he is the spirit of the Red Baron. OSTERMANN You have studied the status of prisoners since you've been here? FARBER What do you mean? OSTERMANN You plan to shoot ten thousand men! If not done properly this can get quite dangerous. Do they have leaders? Are they organized at all, so that they might fight back? FARBER You mean a Suicide Squad. That's what they call it. They have men who have chosen to die rather than be killed. OSTERMANN How do you know this? FARBER We have run many camps. All Americans think the same. Look at this, which we took from the body of a prisoner trying to escape. He had documents -- the prisoners make their own paper, and make stamps by carving them from potatoes. They scrape blankets, and make German style clothes. They are crafty, these Americans. OSTERMANN Sounds like they want to live. Tomorrow, we will start to disappoint them. FARBER Tomorrow? The column from Berlin won't be here until the day after. OSTERMANN I want to start shooting them right away. Their leaders first. FARBER But -- Sir, the plan -- OSTERMANN The plan is what I say it is. I have devised a way to separate the fitter prisoners from the rest, and to eliminate them first. Then the others will go like sheep. What's wrong, are you afraid to fight? FARBER No Sir, we -- But Ostermann is already walking into the sleeping quarters, off the main office; he looks around at Farber's personal belonging's, arranged there. OSTERMANN Get your shit out of my room. EXT. PRISON CAMP - NIGHT The SS troopers unload from their truck in strict order. INT. PRISONER BARRACKS - NIGHT Three men peer out from a darkened barracks and watch gravely as these new SS troopers arrive. The three Americans are JACKSON, early forties, a colonel in the U.S. Army Air Corps, ranking officer among the POW's; BOYLE, one of the ranking British airmen in the camp; and BENTON, a lean, hard- eyed American, head of the secret Suicide Squad. JACKSON SS troops. Can you make out their weapons? BOYLE Small arms. But who knows what they've got in the trucks. BENTON They didn't come to dance with us. Jackson turns from the window, his face lined with concern. BENTON You say the word, Sir, me and my boys'll take over this camp and kill every Nazi bastard in it. JACKSON And then what? BENTON Hard-ass it to the American lines. JACKSON I've got eight thousand men here, most of whom can barely walk, and the American lines are forty miles away. BOYLE The Russians are closer. JACKSON May be closer. And the Russians shoot any of their own people who allowed themselves to be taken prisoner -- God knows what they'd do to us, even if we made it past the Germans. BENTON So you just want to sit while the Germans shoot us? JACKSON You listen to me, Benton! I'm ranking officer among the POW's and I'm responsible for their lives. You can stew all you want to about calling out the Suicide Squad, but I mean to get you home alive, all of you! If that means I've got to risk everything, I'll do it -- but not until I've tried every alternative first. The door opens; Benton spins and jabs a makeshift blade, made from a doorhinge, to the intruder's throat. But it's one of the POW's, DOC. BENTON Doc. DOC One of the new arrivals -- he's had fingernails ripped off... INT. PRISONER BARRACKS - NIGHT Thin moonlight slides through the frosty window, in the light-out barracks. Crane, his wounds newly cleaned and bandaged, lies asleep on the bunk. Suddenly someone clamps a hand around Crane's mouth; he wakes, but is pinned down by Benton and Boyle. IN THE BARRACKS CORNER BY JACKSON'S BUNK Benton and Boyle deliver Crane to a secret huddle of hard looking POW's, in a corner of the barracks lit by the moonlight. Jackson leads the meeting, in a low voice. JACKSON Sorry for the surprise, but this meeting is by invitation only. I'm Jackson. Gentlemen, Lieutenant James Crane. Whatta they call you, Crane? Jimmy? CRANE Mostly they call me Asshole. But when they get to know me they're not so polite. JACKSON If anybody in this camp ever asks, this meeting didn't happen, and you won't recognize any of the faces around you. Judging from your missing fingernails, that won't be a problem. BENTON Maybe he was just lippy to the Krauts. CRANE Fuck you very much. Who are you guys? BENTON We're the Suicide Squad. CRANE Attract a lot of applications with that name? BENTON We've taken an oath that the Krauts won't shoot us like dogs. If we have to, we throw our bodies on the barbed wire and take the gun towers. JACKSON And tough enough to let the SS rip off fingernails without telling 'em anything. We think you'd belong in our little group. CRANE How long you been here? JACKSON Three years, since '42. CRANE How many escapes? JACKSON Thirty-eight attempts. CRANE How many made it? JACKSON Two. We think. BENTON You got a problem, Crane? CRANE Yeah, I got a problem. I don't throw in with pussies. Benton jerks to his feet, but Jackson stops him. JACKSON Benton! CRANE Suicide Squad, my ass. I'm not killing myself, I'm killing Krauts. And I'm getting out of here, alive. LOOKOUT Somebody's coming! The men all try to take casual positions; Ostermann enters the room, flanked by camp guards, HANS and HERMANN. They switch on a single light bulb at the end of the barracks. Then Ostermann tells the guards... OSTERMANN Leave us. The guards leave, reluctantly. Now Ostermann is alone with the core of the POW leadership. The POW's eye this new arrival, who looks so fierce and stiff to them. Ostermann stares at them in return. Ostermann studies the faces, and finds the one he thinks belongs to Jackson. OSTERMANN You are Colonel Jackson -- head of the Prisoner command committee? JACKSON I'm Jackson. OSTERMANN I am Colonel Klaus von Ostermann. I have been ordered to direct operations to have you all shot. For a moment after this blunt declaration, the Americans sit in icy silence, broken by Benton. BENTON I wish we'd bombed every one of their cities straight to hell. Ostermann stands stiffly, making the enormous effort not to erupt. Then he speaks in measured calm. OSTERMANN The orders come from Hitler himself. JACKSON So why are you telling us this? OSTERMANN I have a plan that may save some of you. They all stare at Ostermann with anger, suspicion -- and threat, ten of them surrounding Ostermann alone. JACKSON You're saying you're willing to oppose these orders? Ostermann's stony stare is his answer. BENTON Right. This battlescarred Kraut's gonna help us. OSTERMANN You act as if no German could have any shred of honor. No wonder there is such a thing as war. JACKSON So how many of you are there to help us? OSTERMANN Right now? There is myself. Benton laughs in derision; Crane, through all this, watches Ostermann in deep silence. BENTON Just you? OSTERMANN A leader is always alone, at first. BENTON I say we take over this fuckin' camp, Sir! OSTERMANN That may have been an option yesterday, when your only guards were sick old men from the Luftwaffe. But now they've been reinforced by Waffen SS -- and there are more on the way. Now the prisoners are silent; they know he's not bluffing. OSTERMANN My plan is to send the main body of prisoners -- eight thousand of you -- on a march to the northeast, the last direction the SS would expect you to flee. The rest of you -- the ones fit enough to fight, and those too sick to survive the other march -- will come with me on a dash toward the Americans lines, to draw the fire of the SS who will pursue us -- to the death. JACKSON Can you give us a moment?... Men -- The command committee huddle around Jackson for a whispered conference -- all but Crane, who, as the new arrival, stands apart and exchanges a stare with Ostermann... BOYLE It could be a ruse, to separate us from the others. JACKSON If it is, he'll be out there with us. And this Ostermann -- he is regular army, not SS. BENTON I say we tell him we'll go along. We march outta here, he gives us weapons -- and then we're on our own! Ostermann knows what they're saying, without hearing it. OSTERMANN What you are proposing won't work. BENTON Yeah? Why not? OSTERMANN First, because I will not give you weapons without your promise to obey me. And second, because you are all flyers. However brave you may have been sitting in your bombers, you have never seen the blood of an enemy. You don't know how to fight the SS. I do. JACKSON And you're gonna sell all this to the guards? OSTERMANN They've guarded you for years, and would rather keep doing it than die on the Russian front. JACKSON Colonel Ostermann, I believe we have a deal. Ostermann moves to the door, then turns back, toward Benton. OSTERMANN One last point. Don't ever talk of bombing cities in front of me or the guards. And if you ever direct contempt or profanity at me again, then I will kill you. Ostermann leaves behind a chill, colder than the wind that comes through the door. Jackson, still thoughtful, looks at Crane. JACKSON Crane, you came in with Ostermann. CRANE He was there when the SS welcomed me. I was pissed off. I tried to make him kill me, with a remark about bombing Krauts. BOYLE And he didn't kill you. CRANE I don't know why -- but it wasn't because he didn't want to. BENTON When we move outta here, I'll be in his shadow. If anybody's gonna die, he'll die first. INT. THE PRISON CAMP - OSTERMANN'S ROOM - DAY Ostermann is alone in his room, pacing, his face clouded. There is a KNOCK. OSTERMANN Come! Kohlmeyer, Hans, Hermann, and a half-dozen of the camp non- commissioned officers enter, and stand at attention. OSTERMANN I have new orders from Berlin. Before I give them to you, I wish to speak with you about duty... EXT. BERLIN - NIGHT The distinctive form of Reinhold Ostermann limps through the night. He carries a huge Bible, of the type placed on pulpits. The streets are nearly deserted; as Reinhold turns a corner, two SS SENTRIES step from the darkness. SS SENTRY 1 Where are you going, during the blackout? REINHOLD Someone at headquarters asked for me. SS SENTRY 2 It's that crippled priest, who cleans up after suicides. Go on. Reinhold limps on. The moonlight shows a bead of sweat on his face. EXT. GOVERNMENT BUILDING - NIGHT Two officers are standing in the moonlight of a courtyard of the building. One of them NIEHAUS, is one of the officers we saw at the secret meeting in the church basement. They are smoking cigarettes and glancing at their watches; then Niehaus sees Reinhold appear at the gate. The guards there search him -- but ignore the Bible. Reinhold hobbles in, and sags weakly to a bench along one wall. Niehaus moves to him, and says loudly -- NIEHAUS I'm sorry, Father. My schedule has changed, I can't see you tonight. REINHOLD May I rest a moment, before I go? NIEHAUS (to the guards) Let him out, when he is ready! The guards nod and turn away. At Reinhold's feet is a briefcase. When no one is looking, he opens his hollowed-out Bible and slips the five pounds of explosive, and its timer- detonator, into the briefcase. Reinhold limps to the gate. He looks back at Niehaus, who gives him a nod, then picks up the briefcase and moves back to chat with the other officers. EXT. GOVERNMENT BUILDING - NIGHT - TIME CUT Reinhold is standing in the shadow on the street opposite the building. He sees a convoy of four cars -- Hitler and his guards -- roar past and swing into the courtyard, unchallenged by the guards. Suddenly someone slips into the shadows beside Reinhold. It is Bonhoeffer; both men nearly jump out of their skins. BONHOEFFER You shouldn't be here! REINHOLD Nor you! They check their watches. Their watches show an hour passing. BONHOEFFER We should've heard the blast by -- Then they hear it, the muffled CRUMP of the bomb going off inside the building. They wait in almost unbearable tension, then see Hitler stalk out, brushing off the concern of his bodyguards, climb into his Mercedes and roar away. Reinhold and Bonhoeffer know it has gone wrong. Without speaking they hurry off in opposite directions; Reinhold with a last glance over his shoulder, sees guards carrying out Niehaus' dead body, torn by the blast. INT. CHURCH SANCTUARY - NIGHT Reinhold moves out of his study and limps through to the sanctuary. It has been cleaned up, but the stained glass window is now an open arch to the night sky. Reinhold moves to the altar and kneels. A man steps from the shadows and kneels beside him, as if to pray. It is Bonhoeffer. BONHOEFFER He put the bomb directly at Hitler's feet. Twenty seconds before it blew, Hitler flew into a rage and began darting around, yelling at his staff. Niehaus picked up the briefcase, apparently to run right at him with it, and it exploded before he could. Hitler was scratched. REINHOLD And the others? BONHOEFFER They've arrested Canaris. He may have been able to bite the cyanide before they interrogated him... Speak to no one, watch your phone calls... and pray. Bonhoeffer rises and hurries out; Reinhold prays. EXT. PRISON CAMP - NIGHT Cold, dark; searchlights cut the air, and, from Ostermann's room, a light glows... INT. OSTERMANN'S ROOM - NIGHT Ostermann has the prisoner census and camp diagrams laid out on his desk; Faber stands at attention before him. OSTERMANN You mapped the train junction as I ordered? Faber snaps his heels together and hands over a diagram. OSTERMANN I have spoken with POW leaders. They are willing to do what I say. I have also spoken with the guards. So here is what you will do. He spreads Farber's diagram of the junction out on the desk. OSTERMANN You have twenty SS already here with you. You will take those men to the railhead two hours before dawn, and you will set up gun emplacements here, here, and here. I have convinced Jackson and the others to concentrate all their leaders, and the fittest of the prisoners, into one group. At dawn I will march that group to the junction, where you will ambush them at my signal. After that, the rest of the prisoners will go to their graves like sheep. FARBER You have a talent for this. OSTERMANN Get going. FARBER Heil Hitler. Ostermann looks back to his diagrams without returning the salute, and Farber leaves. CUT TO: CLOSE - A TELEPHONE as it softly RINGS. We reveal we are in a bedroom; and as Lise rises from the bed and moves to the phone, we see we are -- INT. PARSONAGE - REINHOLD'S ROOMS AT THE CHURCH - NIGHT Lise answers the phone. LISE Reverend Ostermann's Parsonage... INTERCUT - OSTERMANN, IN THE OFFICE OF THE PRISON CAMP OSTERMANN Lise. It's Klaus. LISE Klaus... OSTERMANN I'm sorry to wake you, I... LISE It's all right, I wasn't sleeping. I just lie in bed and... An awkward pause hangs between them, two people who love each other so deeply, yet find themselves divided by the depth of their solitary grief over their son. Then Klaus presses on. OSTERMANN Lise, is Reinhold there? LISE ... No, he... left early this morning, he said it was to visit a friend. He hasn't come back yet. OSTERMANN You must listen to me. As soon as he returns, you must find a vehicle, and get out of Berlin. LISE Out...? OSTERMANN Move west, always west. Get into the countryside. If our soldiers ask you what you are doing, you tell them your husband is wounded and you must go to him. LISE Are you wounded?!... OSTERMANN No... Not yet. But you must get to the American lines. Both of you. Reinhold must know how to find a vehicle, but if not, you must find mules, a wagon, anything, but you must go. (beat) ... Lise? LISE I'm here, I just -- I've never heard you sound this way. OSTERMANN I love you, Lise. Never forget that. But don't let it stop you. LISE Stop me?... Klaus, I don't understand. OSTERMANN The time will come, I pray it will, when you can sleep. When you can remember Johann and -- His voice breaks, and he squeezes his eyes shut tight, to try to drive away the image in his own head of the last time he held his son in his arms... OSTERMANN ... and remember his joy, more than the pain. You are still young. You will always be beautiful. And you may have another child, one you can love with your whole heart, without forgetting Johann. Lise is crying at her end of the line, but she is doing it silently, so as not to bring more grief to her husband. LISE Someday... perhaps... we will do that, Klaus. OSTERMANN You must do this, whether I am there or not. LISE You're scaring me -- OSTERMANN Don't be scared. Whatever happens to me, I will deserve it. But you must go on. Do it for me. For you. And for Johann. But I must believe that you will do it. Now it hits her, unmistakably; he is telling her he will not live through what is about to happen. She can't speak; he knows that. OSTERMANN Tell Reinhold he must leave with you. There is no choice now. Tell him I remember his verse: "They shall mount up with wings as eagles. They shall run and not be weary. They shall walk and not faint." Tell him... LISE Klaus. OSTERMANN I love you, Lise. A TAP at Ostermann's door, and Hans enters, saluting. HANS It is time. OSTERMANN (on telephone) I must go. I love you. Ostermann hangs up. He stares at the phone, still touching it, as if it still connects him to her. Then he looks up to Hans. Ostermann puts on his hat, takes his coat, his pack, and leaves with Hans. EXT. PRISON CAMP - DAWN The first gray light of morning dawns over the barbed wire and gun towers of the prison camp. A WHISTLE sounds; the prisoners begin pouring from their barracks, assembling on the field. It is cold in the spring night. The men are weak, and grumbling. Many look as if they'll never make the journey. THE ASSEMBLY, OUT ON THE PARADE GROUND As the troops gather, the leaders of the suicide squad look over the situation. Benton's eyes are hard, shifty. JACKSON Relax. BOYLE Look, they're coming out of the guard towers. And the guards are coming down. Ostermann meets with Jackson, and they look over the men, divided into two columns -- one with the bulk of the camp's prisoners, the other a much smaller group, containing the camp leaders. OSTERMANN Kohlmeyer is on your side. He knows what to do. Ostermann signals, and Kohlmeyer blows a whistle. The guards open the gates, and the prisoners file out, in peaceful, orderly fashion. Jackson stands watching the dazed, hungry prisoners move out of the gates. JACKSON Four years I've been here. And every moment I've dreamed of seeing those gates open, and these men march out. OSTERMANN I thought you'd be going with the big column. JACKSON They're the ones I'm pretty sure will make it. We're the ones I'm pretty sure won't. Ostermann looks up; Kohlmeyer and his staff salute Ostermann. Ostermann salutes back, and they and most of the camp guards move away with the larger column of prisoners. Left in the camp are the smaller group: two hundred men, including the POW's who are weakest, along with the core of prisoners who are strongest. The sickest prisoners, known as the Sad Sacks, have one truck in which to ride. Ostermann moves among the leaders of the suicide squad -- Jackson, Benton, Boyle, Crane -- and hands out pistols. OSTERMANN This is all we can spare now. We'll have more weapons soon. Ostermann moves back to the small corps -- a half dozen -- guards who have stayed with him. BENTON He's got the guards bunched up. Now's our chance. JACKSON Benton, nothing happens -- nothing -- unless I order it. BENTON You trust these bastards, Sir? JACKSON I just saw nine thousand men walk out of here safely. If they make it, even if the rest of us die, then more of us will have survived than I had figured would. Now that's the last I want to hear from you. BENTON Yes Sir! Benton's salute is snappy -- and angry. Ostermann signals to Hans -- Hans and Herman have remained with Ostermann -- and Hans blows a whistle. The column moves out. INT. SS HEADQUARTERS - DAY Bleicher enters the office of another SS OFFICER, and the two exchange Nazi salutes. BLEICHER You have something I should hear? OFFICER Yes, Bleicher -- from the telephone of our good friend, the Reverend Reinhold Ostermann. He switches on a tape recorder on his desk. They hear the recording of Ostermann's voice, talking with Lise. LISE'S VOICE Reverend Ostermann's Parsonage... OSTERMANN'S VOICE Lise. It's Klaus... And Bleicher listens, with intense interest. EXT. STALAG LUFT THREE POW CAMP - DAY An SS column, with Tiger tanks, halftrack weapons carriers, and two truckloads of heavily armed infantrymen, rumbles along the main road into the empty camp. SS Major Kurtz, the blonde, steel-eyed SS enforcer we saw shoot the General at the losing battle -- stands up in the lead weapons carrier to stare at the deserted facility: empty barracks, deserted guard tower, a camp of ghosts. EXT. THE RAILHEAD AT SPREMBERG - DAY SS guards are controlling the flow of trains in and out of the rail yard. Seeing the column of prisoners coming, they nudge each other. And now we see Farber and four others, waiting in ambush in one of the train cars, and another group of SS with machine guns waiting in the station house, and a third group manning a machine gun hidden in the back of a truck. Farber mutters to his men... FARBER Wait for my signal... and remember that Ostermann is mine. Farber quietly cocks his own machine pistol. Ostermann is walking at the head of the column, and close by him are Crane, Jackson, Boyle and Benton. The Americans are looking everywhere, and they see the SS waiting, but at first they don't see the ambush. Farber steps out and moves up to Ostermann. FARBER Everything is ready. OSTERMANN Good. Farber turns to give a signal to one of the SS men standing in the open; it is then that the American leaders spot the hidden Germans. Benton is fingering the gun tucked beneath his shirt and is about to shoot Ostermann -- when suddenly Ostermann pulls out his pistol and shoots Farber. Then Ostermann spins and hurls a grenade into the train car; it explodes, blasting the SS men out of their hiding place there. The prisoners all hit the ground. A SHARP, SUDDEN BATTLE IN THE TRAIN YARD The SS men in the station building and in the truck are caught completely by surprise; but in a moment they have begun to fire -- and their first target is Ostermann. Bullets from their large-caliber machine guns chew up the wooden wall of the train car behind Ostermann. He does not flinch from the fire; he sprays the truck with a stream of bullets from his machine pistol, killing two of the four men there. The SS gunners are fixated on him, and do not see that Hans and three more guards have crept up behind them; Hans and the others toss grenades in through the back windows of the station building. Those grenades EXPLODE, killing everyone in the station building and further rocking those in the truck. Crane and some of the others are lying close to the truck, where they have positioned themselves. They try to urge their limbs forward, but their arms and legs just won't obey; the debris of the explosions, and the crash of gunfire so close and so loud, has them frozen. OSTERMANN Take them! Take them! Crane and the others with weapons are still frozen. Suddenly Ostermann charges forward alone against the gunners in the truck, zigzagging to dodge their bullets. He shoots down the one firing the machine gun, and then his own machine pistol jams. The second gunner raises a rifle to finish Ostermann -- and in a flash Ostermann throws his dagger into the man's throat. Suddenly all is silent. In that silence, Ostermann looks down at the dead men in the SS uniforms -- his fellow Germans. He looks for a long moment, then reaches down and pulls his dagger from the dead soldier. Crane rises, and stares at Ostermann. OSTERMANN Do you intend to shoot me? Crane, still stunned, realizes he is standing there pointing his gun at Ostermann; he lowers the weapon. Ostermann looks around at all the Americans; none of them fired a shot. OSTERMANN (to guards) Strip the uniform from the SS. (to Jackson) I suggest you get your men onto the train. JACKSON Everybody onto the train! The prisoners start moving, gawking down at the bodies. The fitter prisoners help the weaker ones onto the train. INT. POW TRAIN CAR - DAY Prisoners are jammed into every square inch of every car; it is an old passenger train. Huddled at the rear end of one car are the members of the POW Command Committee, badly shaken. As the train pulls from the station, the Chaplain looks out the window at the dead bodies left in their wake and crosses himself. JACKSON He's fighting the SS! To save us! BENTON Why? That's what I want to know. JACKSON He's a man of honor. BENTON I don't believe what I'm hearing! One Nazi ambushes some other Nazis, and now he's the Second Coming? I'll tell you what I think. He and his pals don't want to go to the Russian front. That's all they're doing, looking out for themselves. First chance they get, they're gonna bug out. I say we throw 'em off the train right now. The door bangs open and Ostermann strides in. OSTERMANN I knew you would be little help at first, but for you to have any chance at all of survival, you will have to do better next time. BENTON Fuck you! JACKSON Shut up, Benton! BENTON He's calling us cowards. CRANE He's saying we didn't help -- and we didn't. OSTERMANN It is hard to kill, face to face -- especially for men trained in the air and not on the ground. Now that we have killed SS, their pursuit will be relentless. And I cannot help you, if you do not help yourselves. Ostermann strides out, moving toward the front of the train. BENTON Bastard. BOYLE He's right, Benton. We all froze. JACKSON We're forty miles inside German lines, with two hundred men who can hardly walk, and the SS out for blood. I hope he has a plan. Crane is looking out the window, and as the train rounds a corner he sees Ostermann moving across the top of the train, toward the engine. CRANE He does. He's just not telling us. EXT. GERMANY - DAY The train rolls through the German countryside. Beneath the rolling mists, it is a beautiful landscape. INT. POW TRAIN - ENGINE - DAY Ostermann is in the engine room, with Hans and Hermann. OSTERMANN Time for phase two. Ostermann hits the brakes. EXT. TRAIN STATION - SPREMBERG - DAY The SS column, moving quickly, rumbles into the station and stops. Kurtz looks out over the carnage of dead SS men. KURTZ Get me another train. Now! And let me see a map. An aide shows him a map; he spots a gorge. INT. SS HEADQUARTERS - BERLIN - NIGHT Bleicher receives a message; as he reads it, his face pales, and he shakes his head. BLEICHER I should have known. I suppose I did know. (to his aide) Give Kurtz priority -- a train, and whatever else he needs. And get my car... EXT. TRAIN TRACKS - DAY Kurtz's train -- a fast, sleek diesel -- speeds up a hill. Kurtz is on its top, peering ahead with field glasses. KURTZ Have you radioed Bremerhoffen? SS AIDE Jawohl. They are ready! EXT. A GORGE - A BOMBED-OUT RAILROAD BRIDGE - DAY The gorge is impassable -- and at its near side, a whole corps of SS infantry is entrenched, awaiting the prisoner' train. EXT. THE TRACKS - DAY The prisoner train speeds along. It rounds a corner in sight of the gorge. The SS troops at the barricades wave warning flags, but the train barrels ahead. The SS troops dive for cover and unleash a storm of gunfire into the train. Still it doesn't stop; it reaches the barricades, crashes through, derails on the broken tracks, and plunges into the gorge. The SS troops look down; everyone in the train must be dead, nobody could survive that fall. They scurry down the hill and find the train completely abandoned; no one was on it. SS RADIO MAN Colonel Kurtz! INTERCUT KURTZ AS NECESSARY He listens to the report. KURTZ Get observation planes in the air! EXT. THE ROAD TO HALBAU - DAY Ostermann stands in the shelter of a grove of tree and watches as the prisoners file by. Most of the men are weak and can barely move; the Sad Sacks, who rode in the truck on the way out of the camp, are now being carried by the stronger prisoners. Jackson moves up to Ostermann. JACKSON We've had four more men collapse. If we don't find shelter soon, half these men will die from exposure. OSTERMANN We're three kilometers from Halbau, a farming village. They will have food, and shelter too. They hear the sound of a plane engine, coming through the clouds. Ostermann is instantly alert. ALONG THE LINE OF PRISONERS, the men react. BOYLE Take cover! The POW's scramble for the sides of the road. But Ostermann is listening to the plane's engine sounds. OSTERMANN It isn't a German fighter. JACKSON Scout plane? IN THE COCKPIT OF THE PLANE, the pilot -- an American -- is scanning the ground below, looking for targets. ON THE GROUND, Crane looks skyward as he hears the plane's engine revving faster. CRANE That's not a Kraut, it's a Mustang! BOYLE Hey! Down here!! Boyle starts to wave; the other POW's in the column see the American plane and start to wave and cheer. The plane noses into an accelerating dive... closer, closer... and then its wing guns erupt. The bullets chew paths into the ground and through the ranks of men scattered on either side of the road. Panic throughout the line; the Mustang loops around for another run. CRANE Take cover, he's coming around again! One of the prisoners, Plessky, pulls out a makeshift American flag he has carried within his shirt, a hodgepodge banner he has stitched from rags; he begins waving it. The plane comes in for a second pass, and Plessky keeps waving his flag. The pilot spots the flag and veers off. THE AFTERMATH OF THE AIR ATTACK Wounded men are lying everywhere. Ostermann and the others climb out of the ditches, and look at the carnage. Doc runs up and reports to Jackson and Ostermann. DOC We've got two dead, and five more hit so badly they can't walk. JACKSON We have to carry them. DOC We can't. We're already carrying the Sad Sacks. We have to leave the wounded behind. OSTERMANN If you do that, they will be killed. JACKSON Maybe in the village we can find a place for them. BURGERMEISTER (V.O.) Nein! Nein! Anticipating the cut to -- EXT. HALBAU - DAY The BURGERMEISTER of Halbau is a chubby man. As mayor, he's the one the villagers listen to -- and he expects Ostermann to listen to him too, as he gestures emphatically and repeats... BURGERMEISTER Nein! Gehen sie aus! Ostermann stands in the village square facing the Burgermeister. Jackson and Crane stand at a respectful distance, letting them argue. The village is picturesque, storybook houses and shops along a winding stream, with a church at one end. JACKSON I wish I knew what they were saying. CRANE The Burgermeister just said he'd rather have the plague here than have POW's. JACKSON You speak Kraut? CRANE My mother and grandparents were German. They called it Pennsylvania Dutch after World War One, but they were Krauts. Now Ostermann mutters something; the Burgermeister reddens, then bows sharply, and walks away. Ostermann gestures to Hans and Hermann, then moves back to the Americans. OSTERMANN He says we can rest in the church. JACKSON How did you convince him? OSTERMANN I said I couldn't be responsible for what two hundred Americans might do to his village if I turned them loose. Hans, Hermann and the other guards start guiding the POW's into the church. JACKSON We've got to leave some men behind. OSTERMANN If the SS finds them -- JACKSON Maybe they won't. It's either leave them or they die on the road. Another plane buzzes overhead; Plessky begins waving his flag. But this time the plane is a German observation plane -- and its spotter can't mistake the prisoners. Ostermann stands beside the church, watching the plane turn and fly north. OSTERMANN We must go. JACKSON But the men haven't rested -- OSTERMANN Now! Or no one lives. (to Hans) Geiben sie mir der Burgermeister! INT. VILLAGE CHURCH - DAY The exhausted prisoners are starting to riot against the German guards who are trying to roust them up. PRISONER Whatta ya mean? We're here, we're gonna rest! Jackson arrives, and Doc and the Chaplin rush to him. DOC Colonel, these guys are near dead already. We've got four still bleeding from the strafing, and two more that'll die even if we carry 'em. But Jackson has no choice; at the same time... OUTSIDE THE CHURCH Crane, a quiet loner among the prisoners, has been keeping an eye on Ostermann. He sees Hans bring up the Burgermeister. Ostermann says something to the fat man in a low voice, then punches him in the face. The Burgermeister seems grateful, as Ostermann picks him up. BURGERMEISTER Danke, Herr Oberst. Hans helps the Burgermeister out, toward home, as Ostermann looks around at the surprised Americans. OSTERMANN Maybe the bruise I just gave him will save him. Let us get moving. EXT. HALBAU - DAY The POW's straggle out again, moving down the road. INT. THE CHURCH - DAY Doc and the Chaplin make sure the four men they are leaving behind are as comfortable as they can make them. CHAPLIN You guys'll be okay. God will watch over you. They leave and head out to join the column. EXT. ROAD - DAY The column of Prisoners straggles along, Ostermann tireless as he picks up faltering prisoners and presses other exhausted men into helping them. EXT. COUNTRYSIDE - NIGHTFALL They have arrived at a farm; the POW's stand in a ragged column outside a two story farmhouse, from whose upper windows frightened children peer out at the frighteningly haggard Americans. Ostermann emerges from the farmhouse and marches up to Jackson. OSTERMANN The family that owns the farm will provide the barn, one cow for us to cook, water for soup, cloth for bandages. In exchange, no one enters their house, agreed? And I need the Suicide Squad, now. Ostermann strides toward the barn. INT. BARN - NIGHT Ostermann is in the hay loft with Hans and Hermann as Jackson, Crane, Boyle and Benton climb up to join them. JACKSON We've got to get more food. And medicine. And -- OSTERMANN We are going to need more weapons. JACKSON We got more than we can use from the SS at the train junction. OSTERMANN Small arms. We need something heavier. BOYLE Where do you propose to get them? OSTERMANN From the men who are following us. In the morning they will send out more scout planes. Tonight, since they don't know where we are, they will halt their column in Halbau, where it is warm and comfortable. They should have what we need. CRANE What do we need? OSTERMANN Anti-tank weapons. JACKSON For what? OSTERMANN For their Tigers. BOYLE Tigers? Tiger tanks? Nobody said anything about Tiger tanks. OSTERMANN Without the air attack we might have outrun them. Now we will have to outfight them. Put on these. He tosses them the uniforms he took from the dead SS men at the train station. EXT. HALBAU VILLAGE - NIGHT We see the picturesque German village, its beauty marred by the SS weapons carrier, two cars, and two troop transports parked along the main square. Spring snow is falling; except for the military vehicles the village looks picturesque and peaceful. Near the main square is a tavern; light spills from it, out onto the street, as two SS troopers lead the Burgermeister into the tavern. INT. TAVERN - NIGHT The troopers lead the Burgermeister, his eye bruised from where Ostermann hit him, to a table where SS Major Kurtz is sitting, eating a hot dinner and drinking beer. Kurtz motions, and his men guide the Burgermeister into a chair at the table. Kurtz appraises the man's bruise. SS MAJOR KURTZ So, Herr Burgermeister, you have been a good German, yes? The Burgermeister is nervous. EXT. THE VILLAGE - NIGHT Ostermann, Crane, Benton, Boyle and two other Americans have ridden to the edge of the village in a farm truck, driven by Hans, with Herman in the front seat with him. The Americans wear SS uniforms -- with holes where Ostermann shot the troopers -- right in the heart. Crane fingers the punctures in his uniforms, and glances at Ostermann. OSTERMANN Don't worry about the old holes -- just worry about any new ones. Hans pulls off the road, tucking the truck into the trees. EXT. VILLAGE - VARIOUS SHOTS - NIGHT Ostermann leads them along the river bank, to a point where they can see the main road of the village. They see several SS vehicles -- a halftrack, a troop carrier, a truck -- parked unguarded in a clearing near the tavern. BENTON Looks like the SS has taken over the tavern. OSTERMANN You know your assignments. Ostermann moves off quickly. The Americans mumble. BENTON He's gettin' on my nerves. BOYLE You're still alive, aren't you? Benton follows Ostermann along the stream, toward the other vehicles parked up the street. Hans, Hermann and Boyle walk casually into the village, as if they owned it; they stop in front of the tavern, and Boyle ducks into the alley. Crane leads the last two men -- Morales and Johnson -- to the German vehicles. Crane stands guard as the two others begin sabotaging the vehicles. Everything is strangely quiet. OSTERMANN, BENTON, AND THE OTHERS move deeper into the village; parked in the village square are two Tiger tanks. OSTERMANN They are lazy, they aren't guarding the panzers. With explosives we can take them out. Near the square are two large houses, through whose windows they can see SS troopers inside. OSTERMANN Stay here. I want a closer count. He moves up through the shadows toward the house. Benton and the other American -- SLOAN -- stand waiting for him. And then they turn and see, on the flagpole in the center of the town square... FOUR HANGED AMERICANS They are the wounded men the column left behind, in the church. Benton and Sloan stand frozen, looking at the blotched white and purple faces of the hanged men. OSTERMANN finishes his count and slips away fr