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 from the house, back to the square. He looks around but the Americans are gone; then Ostermann also spots the hanged Americans. INSIDE THE TAVERN Kurtz is eating, and enjoying tormenting the Burgermeister. KURTZ You have shown us much hospitality. Were you as kind to our enemies as well?... Why are you sweating, Herr Burgermeister? OUTSIDE Crane watches the street; Morales, excited, moves up. MORALES The halftrack is full of weapons -- bazookas, grenades, everything! CRANE Find a way to get that one running, and disable the rest. Morales moves back to the vehicles. He starts hotwiring the halftrack, as Johnson hurries among the other vehicles, pouring water into the fuel tanks of the vehicles, and are ripping out ignition wires. An SS trooper totters out of the tavern; he's drunk, and moving toward the vehicles. Hans stops him... IN GERMAN, with SUBTITLES... HANS Not that way, it's dangerous. SS TROOPER Who're you? HANS Road maintenance. SS TROOPER I've got to piss. HANS Use the alley. The trooper moves around to the alley. For a moment there is silence; then Crane hears a stab and a death groan. Just then Crane is startled by SS TROOPER 2 moving up behind him, slapping him on the back. TROOPER 2 (in German) Got a match? Crane is nervous; he can't seem to understand what the trooper is saying; the trooper repeats himself impatiently. Crane fumbles around in his pockets, then punches the trooper, dropping him to the road. Crane stands over him, breathing heavily in his nerves; then he's more shocked as Benton hurries up, leans down and cuts the trooper's throat. INSIDE THE TAVERN Kurtz is still tormenting the Burgermeister. KURTZ I don't know whether to leave your village, or burn it. I noticed you have three daughters. Maybe I can sooth myself with them. The SS Major laughs. The Burgermeister, deeply offended, stands and walks toward the door. KURTZ Stop! The Burgermeister doesn't stop. Kurtz fires his Luger into the ceiling. Inside, everyone freezes. OUTSIDE The unexpected shot makes the Suicide Squad crouch and duck, wild eyed. INSIDE The Burgermeister has nearly had a heart attack, and has frozen. Finding himself unhurt, he starts again toward the door, but Kurtz moves up and kicks him from behind, sending him out into the street. Laughing riotously, Kurtz moves outside to continue his fun, his Luger in his hand -- OUTSIDE Kurtz stops; he sees the men outside, pointing their machine pistols at him. Then Benton fires a stream of bullets into Kurtz's chest. Hell breaks loose; more SS men run for the door, and Benton and Crane shoot them too. OSTERMANN, RUNNING DOWN THE STREET can't stop what's happening. OSTERMANN No. No!! CRANE AND BENTON Benton snaps; he charges through the doors of the tavern... INT. THE TAVERN Benton fires at everything that moves -- SS troopers, the bartender, women. People are screaming; he shoots until his ammo clip is empty. Crane is stunned by what he sees; Ostermann arrives as Crane plunges through the door and drags Benton out by the neck; the civilians are panicking, running out through the back door of the Tavern. Far up the street, the SS troopers from the houses are pouring out into the street. Ostermann jabs his pistol into Benton's throat, wanting to pull the trigger. BENTON Motherfuckers! They butchered them! They butchered them! Ostermann is trying to shake Benton back to his senses, but Benton is wild. BENTON Those were my friends! My friends! OSTERMANN And you killed my son with your bombs! My son and my parents! Now do you want to live, or do you want to die?! Benton is jolted -- and so is Crane. SS troops running toward them; Ostermann slings Benton toward Crane and fires a stream of bullets down the street, into the SS troopers. Crane drags Benton to the halftrack, which Morales has running. Boyle, Hans, Hermann and everyone except Ostermann pile into the back of the halftrack. Hermann takes a bullet in the back as he's climbing in. OSTERMANN Go! Go! Morales pops the clutch and the big vehicle lurches forward. Ostermann reloads with another clip and stands his ground in the middle of the road, pinning down the SS. CRANE Come on! Ostermann fires another clip, then runs and jumps into the rear of the halftrack. Back up the road, the SS troopers are piling into their trucks. The trucks lurch after the raiders. One of the Tiger tanks fires up; its turret turns and it fires a round at the escaping halftrack. A tree beside the road shatters with the blast, and the halftrack keeps rolling. But the trucks are gaining. OSTERMANN Give me the panzerfaust! BOYLE What? OSTERMANN The bazooka! He grabs the weapon and hands it to Ostermann. Ostermann puts the German bazooka on his shoulder, takes aim, and fires. The lead SS truck explodes and crashes into the bridge, blocking it. The halftrack rumbles away, into the night. INT. HALFTRACK - NIGHT Benton is huddled in one corner; Hermann has died in the other. Ostermann and Crane sit across from each other in the rear of the halftrack. Ostermann looks across at him, and Crane looks away in shame. Ostermann stands, and starts to jump off. CRANE Where are you going? OSTERMANN The farm truck. If the SS discover it, they might use it to find out where we have stayed, and they will kill the family. Ostermann jumps out. He hits, rolls, and scrambles into -- EXT. THE FOREST - NIGHT Ostermann is getting his bearings when he hears someone move up behind him; he spins, ready to kill; it is Crane. CRANE If we don't keep you alive, nobody makes it out of here. Ostermann leads him deeper into the woods. EXT. FOREST - NEAR VILLAGE - NIGHT The village is all activity; SS officers are blowing whistles, rousing men; the Tiger tanks are rumbling. Ostermann and Crane reach the truck, tucked among the trees. They see the Tiger tanks moving out of the village, blasting the burning wreckage of the exploded truck out of the way. CRANE Holy shit. OSTERMANN Nothing stands up to a Tiger. They jump into the truck. EXT. FARM - NIGHT Jackson, Boyle, Benton and a few others are in heated discussion, as Ostermann and Crane pull up in the truck. Jackson moves quickly to Ostermann. JACKSON I've heard what Benton did. All I can say is how sorry -- OSTERMANN No time for that. Get the men ready to move. JACKSON Where? OSTERMANN Get them ready! There are Tigers coming! Everyone starts scrambling. BOYLE What about Hermann? OSTERMANN Bury him. Quickly -- but deep. Boyle motions to some men to lift Hermann's body, and he looks around to the barn, where there is a shovel. EXT. FARM - DAWN The sun is coming up over the horizon as the column of men trudge away from the farm. Boyle moves up from the woods, returns the shovel to the barn, and finds Crane, handing him some papers. BOYLE You might take a look at these. Hermann had them; Ostermann had ordered him to take the papers off any SS we killed. There are some maps, other papers. All in German. Crane takes the papers and the column moves out. AT THE HEAD OF THE COLUMN Ostermann is leading the men. Jackson moves up to him. JACKSON I need to know where we're going. OSTERMANN I know where we're going. You need to control your men. JACKSON I said I was sorry about what Benton did. But it was because -- OSTERMANN I know why he did it. But people who didn't need to die are dead now because he lost control. JACKSON It's a war. OSTERMANN You don't need to tell me what happens in war. We're going to salt mines. Four kilometers from here. JACKSON Salt mines. OSTERMANN Berlin to the north, Russians to the east, German defenses both south and west. But the mines run through the mountains, and at the other end of the mines... are the American lines. Ostermann keeps marching, pressing the pace forward; Jackson stops and watches him go, in grudging admiration of Ostermann's leadership and planning. EXT. SS COLUMN - DAY The trucks and Tiger tanks roll past the farm; the trail the prisoners have taken is easy to follow, littered with tatters of blankets, bandages. EXT. RUGGED TERRAIN - DAY The prisoners struggle down a wooded mountainside. Jackson and Crane help with the sick and wounded, as they talk. JACKSON That mine, it's gotta be worked with slave labor. And that means -- CRANE SS guards. EXT. MINE ENTRANCES - DAY The entrance to the mine is a broad white hole at the base of a mountain. A few SS guards patrol around it, while tattered men struggle to push mine cars. Jackson, Boyle, Benton and Crane peer out from the cover of rocks and trees on the main approach to the mouth of the mine. There is a large gap of open ground between them and the mine entrance. Big problem. BOYLE With one machine gun in the mouth of that mine, they could kill us all, and we couldn't scratch them. JACKSON Benton? BENTON With the handful of guys we can count on to fight. We'll never takes this place. It's a slaughter. Ostermann moves up behind them, without slowing he walks straight and tall toward the mouth of the mine. CRANE What the fuck is he -- Ostermann marches up to the sergeant of the guard and snaps out orders, as if the SS soldiers could not possibly think to disobeying him. OSTERMANN Give me your weapons. Now. You too -- all of you! Put down your weapons! The war is over. The guards look at him. They hesitate. The SS sergeant stares at something over Ostermann's shoulder, then looks back at Ostermann. Ostermann remains cool. The Americans watching all this are sure he's going to be shot at any second. But then, amazingly, the SS guards lower their weapons; the Sergeant hands his machine pistol to Ostermann. The Americans hurry out of their hiding place and move to the mouth of the cave. They still can't understand why the SS surrendered so easily. And then they see, displayed on the wall of the guard shack beside the mine entrance -- A PROPAGANDA POSTER of the ideal German soldier. It is a picture of Ostermann, in his Black Eagle assault uniform, with the caption: Alles fur Deutschland. Boyle grins. BOYLE The poster. Maybe we should show this to the guys chasing us. OSTERMANN It won't work with them. They're the ones who put me on it. Slave miners, looking like human moles, drift from the mine entrance, and stare. OSTERMANN Russians. They're afraid we've come to kill them. You get the men into the mine, I'll see to the escape route. He moves to the miners and speaks to them in Russian. OSTERMANN (subtitled) You will not be harmed. I need to see the end of the tunnel. EXT. MOUTH OF THE MINES - DAY The long column of prisoners is straggling into the mines. Jackson, Crane, Benton and Boyle are there. JACKSON Boyle, we need to set up our first line of defense. Boyle salutes and hurries off. Jackson looks at Benton, who has been ashamed of himself since Halbau. JACKSON Why don't you help him, Benton. BENTON Yes Sir. Grateful for a chance to redeem himself, he hurries to join Boyle. JACKSON Let's see how Ostermann is doing with that escape route. INT. MINE - VARIOUS TUNNELS Exhausted prisoners lie against the white walls of the mines, going nowhere, as Crane and Jackson move down the central tunnel. They find one of the German guards. CRANE Ostermann? The guard points down a long tunnel. Crane and Jackson head down it, moving through pools of light from oil lamps. They reach A BLOCKED AREA OF TUNNEL They find Ostermann, with the Russian miners, all staring at a huge plug of rubble blocking the tunnel. OSTERMANN When the American lines advanced, the guards dynamited the passage that leads to them. JACKSON Can they dig through? OSTERMANN They are miners. And the prisoners can help. Ostermann snaps orders in Russian to the miners, organizing the digging effort. JACKSON If we dig, who holds off the SS? Boyle runs up, breathless. BOYLE They're here. AT THE MOUTH OF THE MINE The last of the prisoners have barely made it to the mine, stumbling in past the defensive line of guards and armed prisoners guarding the entrance. Ostermann, Crane and Jackson run up just in time to see the SS troops forming up to charge. OSTERMANN Jackson, you direct the defense. Pressure them all you can, but fall back, let them come. I'll do the rest. (to Crane) I need you, and four more men. Crane grabs men and follows Ostermann. THE FIRST SS ATTACK AT THE MINE The SS, like the blitzekriegers, swarm the mine entrance, behind an attacking Tiger tank. Boyle and Benton lead the defense from the mine entrance, raking machine gun fire across the attacking infantrymen. But the panzerfausts explode harmlessly against the front of the attacking tank. Its turret swings toward them. BOYLE Get back! Get back! Its main gun blasts into the entrance, blasting defenders into the air the defenders who were too slow to run, and sending the survivors retreating, deeper into the mine. The SS attackers swarm in. In the tunnel -- JACKSON Set up a new line! The POW's try to form new defensive positions deeper in the mine; but the SS attack is relentless. BENTON We can't hold 'em! HIGHER UP ON THE MOUNTAIN Ostermann, Crane, and several others emerge from a small service shaft several hundred yards from the main entrance. Ostermann never breaks stride, scrambling to lead Crane and the others down the side of the mountain. AT THE SS COMMAND POST The SS officers watch as the main entrance grows quiet, except for the rattle of fire deep within the mine. Suddenly Ostermann and his men counter-attack, with complete surprise; Ostermann sprays the SS command post with fire from his own pistol, covering as he and his men run into the mine entrance behind the SS attackers. SS COMMANDER He's counter-attacking! From behind! INSIDE THE MINES Ostermann charges through the mines, hitting the SS from behind, cutting them down quickly. Ostermann reaches the Tiger tank. It has just fired another blast from its cannon; but Ostermann attaches a charge to its rear, and dives for cover. The POW commandos see the tank rolling toward them; they are defenseless... then the tank EXPLODES with a massive detonation. The POW's are blown to the ground. Jackson and the others are showered with the fallout from the exploding tank, and the blast echo bounces through the mine. They think the whole mine will cave in... but it doesn't. When they lift their heads, Ostermann is standing above them. OSTERMANN Get the entrance blocked off again. AT THE MOUTH OF THE MINE - POV THE ATTACKERS There is a strange noise from within the mine, and a piece of mining equipment -- a tractor used to pull mine cars -- rumbles up into the main mine entrance, pulling a stream of ore cars. The SS fire at the the driver -- one of the POW's -- but he jumps off and escapes back into the mine. Ostermann directs the erection of the barricade: the Americans chock the wheels of the ore cars. CRANE Will this stop Tigers? OSTERMANN It will slow them down. Let's see how the diggers are coming. INT. MINES - NIGHT At the blockage, the miners and the stronger prisoners are working like an army of ants to clear a passage. Ostermann looks them over; it's going slowly. MONTAGE - OSTERMANN SETTING THE DEFENSES Ostermann moves among the men along the various corridors, setting defensive positions. He shows flyers, who have never been trained in the use of small arms, the proper way to hold the German rifles and anti-tank weapons the guards have handed out. The POW's are scrawny men, weakened by years of captivity; they seem to draw encouragement from Ostermann's steady strength. He moves among them as he once did among his own men; at one of the makeshift gun emplacements, where the Sad Sacks have piled together rocks to make a miniature fort, Ostermann finds a man strapping on a German dagger he took from one of the dead SS; Ostermann pulls the blade from its scabbard, and looks at the inscription on the steel. OSTERMANN "Alles fur Deutschland." Everything for Germany... He rubs his finger over a gunbarrel to lubricate the blade with cosmoline. He hands it back to the POW, and looks around at the pale American faces, weak with hunger, fatigue and fear, looking back at him. OSTERMANN Don't worry. When the time comes, you'll do it. For yourselves. Ostermann moves on... AT THE BLOCKAGE AT THE REAR OF THE MINE, Jackson oversees the struggle to get the blockage of rubble clear, for the escape route... AT THE MOST FORWARD POSITION, Ostermann and Crane stand together, staring silently at the mouth of the mine, their faces lit in the orange light of the mine lanterns. Crane glances back at the POW's Ostermann just visited, waiting for the SS onslaught. CRANE They've been POW's for years, most of 'em. They're hungry and cold. They've never trained with these weapons. And like you said, most of 'em have never seen blood. OSTERMANN Don't underestimate them. CRANE I don't underestimate a regiment of SS fanatics. We can't hold 'em back, and you know it. You've had this whole thing pretty well figured out, all along. OSTERMANN I suppose it's because I am too much like those men who pursue us. CRANE No. You're who they pretend to be. Crane fishes some papers out of his pocket. CRANE I was supposed to give you these. Hermann took 'em off the SS officers in the village. Ostermann glances through the documents. OSTERMANN Passes... escape routes through the lines... and a map. "The Final Defense of Berlin." What madness. Look there -- it shows the Black Eagles defending the War Ministry. That's my old regiment, only there's nobody left in it. Hitler wants everybody dead. Now they're even pretending the dead are still alive, so they can die again for his delusions. You keep them -- as a reminder. He gives the documents back to Crane. CRANE I've gotta ask you something. The bomb. The one that killed... your son. When was it dropped? Because... it might'a been one of mine. OSTERMANN It doesn't matter now. CRANE It matters. OSTERMANN It doesn't -- CRANE IT DOES TO ME!! The outburst echoes through the empty tunnels -- the ones through which death will come. OSTERMANN It was four days ago. Tuesday. CRANE The day I was shot down. You knew that. (beat) Why didn't you shoot me -- when I said what I said, about wishing I'd had more bombs? OSTERMANN When I pulled Johann... my son... out of the wreckage of my home, where my parents were buried with him... then everything I hoped, everything I valued, felt dead with him. When you said what you said, I wanted to kill you -- for Johann. But Johann was... happy. And loving. And forgiving. And I couldn't kill you for Johann. It was for Johann that I let you live. CRANE The bombs I dropped, over the civilians... It was an accident, the bombs spilled off the racks and they were fusing and -- OSTERMANN Bombs fall. Some hit civilians, some don't even detonate. With your bombs that is a fusing problem. With ours, there were timing fuses on the ones we dropped on London, so more civilians would die. You weren't wrong to hate us. CRANE You know a lot about bombs, for a guy who never dropped them. OSTERMANN My brother Reinhold liked to discuss such things, the ethical issues of war. He once said to me: It is better to bleed for what is wrong. That's why I know he won't survive this war either. CRANE We're all going to survive. OSTERMANN You, maybe. But not me. CRANE No, we can get out. OSTERMANN Someone has to hold the SS back, so the rest can make it. I'm happy to take that job. This is a good place to die. They see SS troop movements, preparing for the assault, at the head of the tunnel. OSTERMANN When the time comes for you to run, don't look back. Live. For me -- and for Johann. Hans runs up from the rear of the mine. HANS They've broken through! OSTERMANN How long to get all the men out? HANS Jackson says twenty minutes. OSTERMANN Tell him I can give him ten. Hans hurries back into the depths of the mines. OSTERMANN ... Maybe. Just then a Tiger tank fitted with a flamethrower attacks the mouth of the mine, spraying burning gasoline over everything in the mouth of the mine. The SS infantry attacks simultaneously; at the first break in the flame, they run out and attach chains to the mine tractor; then the tank reverses and drags the tractor out of the mine, clearing the mine entrance. THE BATTLE FOR THE MINES - VARIOUS SHOTS Ostermann surprises Crane again; instead of hunkering down in his makeshift bunker, Ostermann jumps out and runs toward the attacking SS troops, spraying them with bullets and killing several, then throwing grenades, blowing up the first of the SS troopers who enter the mine. The SS keeps attacking relentlessly, sending a hail of fire back at Ostermann; he presses back against the mine wall as bullets zing all around him. He jumps back and fires another fusillade at the attackers; but he has no more grenades, and the swarming SS are about to overrun him... Crane moves up, firing, taking out the SS man closest to Ostermann. OSTERMANN Fall back! He and Crane race deeper into the mines, as the SS bullets spark the walls in pursuit of them. They reach a corner, and another defensive position; Ostermann grabs up another machine pistol. He sees the first Tiger tank now entering the mine. OSTERMANN The tanks are vulnerable from the rear! But then he sees the second Tiger moving in, its turret reversed so that it rolls back to back with the first tank, so that neither is vulnerable. Ostermann leads Crane down another passage. The tanks rumble through the mine. But some of the passages are too narrow for the tanks. SS troopers move down these, and run into the defensive positions Ostermann set up; small arms battles break out. The prisoners and their guards fight bravely; many die, but they kill many of the SS. At one defensive post, the men are dying one by one; but Ostermann and Crane run up and start firing alongside the defenders, driving the attackers back. Then the tanks appear at the end of the tunnel branch. They can't get through; but the lead tank swings its turret around to fire. OSTERMANN Run! The Americans scatter, just as the tank fires. The 88mm cannon shell blasts their defensive post apart; but most of the Americans escape. One of the guards is killed there. Ostermann is thinking fast as the survivors gather around him. They've been driven back toward Jackson, who runs up. JACKSON We're making the hole bigger but its hard for the men to crawl over the debris! CRANE We're getting slaughtered! How much longer? JACKSON Ten minutes! Ostermann starts away alone. CRANE Where are you going? OSTERMANN To stop the tanks. INT. TUNNELS The two tanks rumble through the tunnels, blasting everything in their way. As they roll through one tunnel, Ostermann drops down between the two -- which are still back to back. He has been hanging from the overhead wiring in the ceiling. He places charges on the rear of the first tank and then the other. The tank crew inside the Tigers hear him on their tank, and can't shoot him; the turret of the lead tank opens and a man pops up to try to shoot Ostermann, but Ostermann is looking for that, and shoots the tank commander instead. The turret tries to turn but can't in the enclosed space. The charges are about to blow. Ostermann scrambles over the tank, and runs. The machine gunner inside the tank now has Ostermann in his field of fire, and is about to blow him apart as the charges explode, destroying both tanks. The blast catches Ostermann from behind and sends him tumbling forward like a kicked doll. But the explosion slows the SS too; their infantry pauses in their attack... Crane rushes forward, firing; he reaches Ostermann, and finds him stunned but otherwise unwounded. Crane drags Ostermann back to the new defensive position Hans and some Sad Sacks have set up. Crane can only shake his head at Ostermann's inventiveness and courage. He is banged up, bloody, but still alive. Jackson runs up. JACKSON Thirty more men to go, and we're home free! Then they hear a terrible sound -- another tank. BEHIND THE SS TROOPS Another Tiger appears. And moving up behind them is Bleicher, backed by trucks with more SS reinforcements. He is calm; but he is not in the line of fire either. He gives orders, and gestures; the new Tiger moves forward. OSTERMANN AND THE AMERICANS see the new tank reach the wreckage of the other tanks. It can't get past; but the tank commander now has a map of the mines, and he backs up and moves down another passage... Ostermann and Crane see this and know they've had it. OSTERMANN They know the tunnels now; the SS has found the map diagrams. JACKSON What...? CRANE They'll get behind us with the Tiger. We can't stop them. They have a moment, knowing they're finished. OSTERMANN Leave me here. Give me whatever weapons we have left, and leave me. JACKSON We can't do that. OSTERMANN That is an order -- and you swore to obey me, remember? The Sad Sacks, too weak to walk, are huddled there. SAD SACK We're staying too. We're too weak to get through the slot anyway. Jackson and Crane each pick up a helpless flyer in a piggyback carry. CRANE We'll be back for everybody. They move to the rear of the tunnel, each carrying a man. Ostermann watches them go, then picks up a panzerfaust and blasts a mine support behind them, causing a minor cave in. Crane and Jackson see what happened; they can do nothing about it now. INT. MINE - AT THE PASSAGE Crane and Jackson reach the passage, where Boyle and Benton are helping the last men through the open passage. Far behind them, beyond the small new obstruction Ostermann caused, they hear the firing begin as the final battle begins. But the soldiers on Crane's back is moaning, and Crane forces himself into the escape tunnel. INT. THE TUNNEL ON THE OTHER SIDE OF THE PASSAGE Plessky, the prisoner with the makeshift American flag, is holding it at the end of a stick, as he and some other POW's lead the column of prisoners. They see a light far ahead, and make toward it. And then... VOICE Stop right there! PLESSKY Americans? VOICE Damn right, Pal, and you better have a password. PLESSKY Plessky, 101st Bomb Group -- Prisoner of War. The sentries come out. Americans. INT. MINES - OSTERMANN AND HIS MEN The SS is attacking from the side tunnel; Ostermann and the Sad Sacks are cut off in both directions. Ostermann is bobbing up, firing, and ducking again, but the Sad Sacks are too weak and too inexperienced to fight that way; they just struggle to their feet and fire -- and one by one they are cut down. Ostermann looks at the last one to die -- the one who first volunteered to stay. Brave men, lost; but no time to think of that now... Ostermann is the last one left; he fires his machine pistol; it sputters its last rounds. An SS lieutenant leads several infantrymen on a charge; they overrun Ostermann's position -- but he fights them off hand to hand, stabbing, headbutting, snapping necks. Ostermann picks up the weapon from the dead lieutenant, and waits, ready to go down fighting. A Tiger with a huge spotlight rumbles toward him... He's nearly blinded by the light. Ostermann cocks his weapon... he's ready to die, when he hears... LISE'S VOICE ... Klaus?... Ostermann is stunned; could he be hearing this? OSTERMANN Lise...? LISE'S VOICE Klaus! He stands, staring toward the blinding spotlight behind the Tiger. Shielding his eyes from the light, he peers at the darkness, and sees Lise, moving forward, held by Bleicher. Bleicher lets her go; she rushes to Ostermann, grips him. She is crying; Ostermann grips his wife, and looks up at Bleicher; Bleicher is not smiling, but his face is that of Satan, holding all the cards. EXT. MINES - THE AMERICAN ARMY ENCAMPMENT - DAWN Jackson and his men walk out into a new day, and freedom. The American army is encamped on this side of the mountain; the camp bustles in rich American surplus. The fresh American troops, at first surprised by the appearance of so many POW's, are scrambling to welcome them; the prisoners are overwhelmed; some celebrate, some weep. An American COLONEL, brought from his command tent, finds Jackson. COLONEL You in command of this bunch? For a moment Jackson hesitates, glancing back toward the mines, where they left Ostermann. Then he shakes the Colonel's hand. JACKSON Yeah. I'm Jackson. COLONEL I'm Thorn. Looks like you guys went through some shit. JACKSON There were some other prisoners -- eight thousand... COLONEL Those guys from Spremberg? We liberated them yesterday. All alive; all his men alive; Jackson struggles not to weep. Crane is last to emerge from the mine; he hands the sick soldier to one of the waiting medics, then runs back to the mine. Benton and Boyle, attending other POW's, see him go. INT. TUNNELS Several sentries are now guarding the passageway; Crane grabs the rifle of one, but the SENTRY resists. SENTRY Sir, I -- CRANE Gimme your rifle! And your flashlight, that's an order! The soldier relents; Crane takes his weapons and moves back into the passage. The sentry calls after Crane -- SENTRY The war's over! The Russians have entered Berlin! THE GERMAN SIDE OF THE PASSAGE Crane reenters a surreal darkness. Blue cordite smoke drifts everywhere; Crane, tense and wary, darts through the smoke. A strange silence hanging over everything. He sees dead POW's, dead SS troopers... but no one alive. Crane reaches the place where Ostermann was. Dead bodies all around -- but no Ostermann. Crane is baffled; then he snaps the rifle around as a body stirs beside him. It is Hans, badly wounded, barely alive. CRANE Hans!... HANS They took him!... Bleicher... CRANE Took him?... Where would they take him, Hans? HANS Bleicher said... the Black Eagles would save Germany. Crane spins again; Boyle and Benton appear. CRANE The SS took him. BOYLE He was a good man. They look down; Hans has died. Boyle closes Hans' eyes. He and Benton turn to go back to the American lines. BOYLE Coming? But Crane stays put. He pulls out the maps and documents he tried to give back to Ostermann, the ones with the escape routes marked, and the plans for the final defense. CRANE The Black Eagles... They kept Ostermann alive... The other two don't understand. CRANE I'm going back. BENTON Back? CRANE The SS marked escape routes. If they're clear to come out, they're clear to go in. BOYLE What are you talking about? CRANE Berlin. BOYLE Berlin? With the whole Russian army coming in, and the Germans -- CRANE That's exactly why we have to go. BOYLE Go? BENTON We? CRANE They want Ostermann to lead the Black Eagles. It's nut's, but that's why they've kept him alive. I have a diagram of exactly where they'll be. And I owe him. BENTON Then you go. CRANE I will. He kneels to the dead SS lieutenant and starts taking his uniform. Boyle and Benton can't believe Crane is serious. BOYLE You're the one who's nuts! CRANE When this war is over, what are you gonna have left? BENTON What, me personally? An exceptionally large dick, and fifty more years to enjoy it. CRANE What good's a big dick if you got no balls behind it? BENTON Fuck you. CRANE I'm gonna live through this war. And what I'm not gonna do is go through the rest of my life knowing a German I fought against put his life on the line to save a whole mob of POW's -- and not one of us would do the same for him. Crane strips off the dead SS officer's uniform and starts walking away. For a long beat, Benton and Boyle watch Crane. Then they erupt... BOYLE Dammit! DAMMIT! Benton and Boyle start stripping off SS uniforms too. EXT. GERMAN ROAD - DAY In a decrepit car with no roof, they bounce along a rutted road. Artillery rumbles in the distance. Boyle drives, Benton checks weapons, Crane studies the diagrams. BENTON Anybody know if we're still behind the German lines? CRANE I'm trying, I'm trying! BENTON Should'a got a better car. BOYLE You just take care of the weapons, I'll take care of the car... Uh oh. They've reached a checkpoint -- with German guards. BOYLE How you wanna handle this? CRANE We brass it out. I'll order 'em around, like Ostermann did. Boyle stops; but before Crane can step out the guards snap to attention and salute; they stand aside and let the car pass. Boyle hits the gas and they roll through. BOYLE They think we're hard-asses, on our way to die. BENTON They're right. CUT TO: CLOSE - OSTERMANN, BLINDFOLDED and with his hands tied behind his back as he is led through corridors by Bleicher and several SS goons. OSTERMANN Lise, are you there?!... We're in Berlin, aren't we? Where is Lise? We stay CLOSE on Ostermann, as he is thrust to a seat in a wooden chair. Then his mouth is forced open, and a meat hook is shoved in, its razor sharp point touching the roof of his mouth. He hears... BLEICHER'S VOICE Don't struggle, Klaus... It's easier if you do not struggle. The meat hook is at the end of a rope; the goons throw the rope over a thick mahogany beam, and tug it up, dragging Ostermann quickly to his feet to avoid the hook penetrating his mouth. He emits a groan, and blood trickles from a corner of his mouth. BLEICHER Yes, Klaus, we are in Berlin. And Lise is safe. I will let you see her in a moment. But first I wanted you to see someone else. Bleicher pulls off the blindfold. Ostermann finds himself in a paneled room -- Bleicher's office -- at SS Headquarters. Then Bleicher steps aside and lets Ostermann see another man hanging on another hook behind him. The man is stripped almost naked; he has been whipped and beaten while hanging from the hook; and Ostermann in horror recognizes the withered limbs... OSTERMANN Reinhold... Ostermann garbles the name as he moans it, the hook in his mouth. Reinhold is still alive; his eyes come open and he looks across at his brother, hanging there too. BLEICHER You, the two brothers, who always thought you were so much better than I. Ostermann's eyes roll toward Bleicher. BLEICHER Remember, I have Lise -- and I could hang her up beside you. Bleicher takes out his dagger and cuts the rope holding up Ostermann. Ostermann falls to the floor. BLEICHER You and your brother have betrayed everything. And yet you can still serve the Fuhrer -- for you are the great Klaus Ostermann, last of the Black Eagles. OSTERMANN You are insane. BLEICHER Stalingrad! Remember? We held ninety-nine percent of the city, before the Russians pushed us back. We will rally, as they did! OSTERMANN Rally what? We have nothing left! BLEICHER We have the Black Eagles. Bleicher signals and an SS goon opens the door, admitting Lise. She's horrified by the spectacle of Reinhold hanging, and her husband on the floor. She kneels to him. LISE Klaus! Bleicher gives them just enough contact to make his next point effective; he has his men pull Lise away. BLEICHER Lead the Eagles to victory, Klaus. She will be here waiting for you, along with your brother. EXT. BERLIN'S PERIMETER - DAY As Crane, Boyle and Benton roll into the city, they pass refugees streaming out -- civilians and soldiers, who scatter off the road as they see the three men in the SS uniforms heading back into Berlin. CRANE Deserters. They're afraid of us. (checks map) That way. Keep going. They drive into the city. Artillery rumbles in the distance but Berlin is strangely quiet. EXT. BERLIN - DAY Crane, Boyle and Benton have ditched the car and are picking their way through the eerie landscape. CRANE Everything's so bombed out I'm lost. I say we spread out and find a landmark, then meet back here. They take off. We see VARIOUS SHOTS: each of them picking through the streets and spotting SS guards, with civilians manning trenches beyond. BOYLE is darting cautiously back the way he came when -- VOICE Halt! He freezes, and turns to see an SS trooper, covering him. Suddenly Crane appears, speaking German. CRANE (subtitles) I have caught a deserter! Where do I take him? SS TROOPER I think both of you are deserters! Come with me. Crane and Boyle are trapped; then the SS guards' throat is slit by Benton, slipping up silently from behind. CRANE We better get off the street. EXT. BERLIN - BLEICHER'S CAR - DAY Ostermann is handcuffed, riding with Bleicher in the rear of an SS car. They pass through Berlin's inner defenses, where a regiment of Death's Head SS are gathered. BLEICHER Liebstandart. The Fuhrer's personal bodyguard. OSTERMANN In uniforms that have never been soiled with the filth of battle. Bleicher ignores the insult; his car reaches a section of bombed out buildings at the eastern edge of the city, where rubble has been piled across a broad Berlin boulevard to make a defensive line. The car stops. Bleicher unlocks Ostermann's handcuffs, and nods toward the soldiers who are gathering at attention. BLEICHER Here. The Black Eagles. EXT. AT THE BARRICADE - DAY From behind, we see the rigid line of soldiers, their uniforms clean and new, their formation perfect. Ostermann steps from the car to face them, and what he sees fills him with shock and sadness; then we see OSTERMANN'S POV: The new "Black Eagles" are fresh-faced boys, no more than twelve- years-old, terrified, yet tightly braced. OSTERMANN My God. Babies. BLEICHER Young men. The future. OSTERMANN Bleicher, don't you understand -- BLEICHER No! We will not be defeated! Sometimes, even the Fuhrer loses faith. Just imagine, if I can be the one, in our darkest hour, who brings hope even to him! OSTERMANN You are as insane as he is. Bleicher trembles, pale with rage; but he controls himself. BLEICHER You are the symbol of unbreakable courage. Now you must show just what it means to be a true son of the Fatherland. Lead them in battle. Hold back the Russians. When you have done that, you may join your wife and brother. Bleicher shouts to the regiment of boys -- BLEICHER Black Eagles! Here is your new commander, a hero who will lead you to repulse the invader: Colonel Nicholas Ostermann! The boys force a cheer. And in fact the arrival of Klaus von Ostermann, this hero whom they've seen idolized as invincible, makes them stand straighter, and gives them courage. Ostermann stares at the fresh, faces of the boys. They are in a virtual canyon of bombed out buildings, with a regiment of SS troops standing behind the boys, ready to shoot anyone who tries to run away, and an open, rubble strewn street ahead, along which the Russians will come. Ostermann looks at Bleicher... then back at the boys. OSTERMANN Soldiers... of the Reich... Bleicher waves over FRIEDREICH, commander of the SS regiment that is backing the boys, keeping the boys between themselves and the Russians. They have a quick exchange; Friedreich nods and moves back to his men. Bleicher gets into his car, drives away. Ostermann watches him go, his face like death. When he looks again at the boys, they snap back to attention. Ostermann's voice is weak. OSTERMANN Take positions along the barricade. The boys scurry to the wall, eager to show themselves to be good soldiers in front of the great Nicholas von Ostermann. Ostermann moves, on legs that have no strength, to the barricade: junk to hold back tanks; orphan boys to hold back men. He looks at them, so like Johann; his eyes are damp with tears; he has no hope, no strength. He hears... BOY'S VOICE Sir? He turns to see a boy -- not a soldier at all. BOY (MATHIAS) I'm Mathias, sir. Do you remember me? Johann and I were in school together. OSTERMANN ... Mathias. How did you get here? MATHIAS My father died in the army, my mother in the bombing. All of us here are orphans. I just want you to know -- Johann was my friend... and I... am proud to serve with you. Ostermann is dying inside, and can't speak. Mathias sees his distress... MATHIAS If there is anything I can do to help... OSTERMANN Not unless you can find me about a thousand kilos of high explo-- Ostermann stops. MATHIAS Sir...? What is it. OSTERMANN Get three more boys. Quickly! THE SS OFFICER He's watching Ostermann, and sees four boys getting rapid instructions, then running off toward one of the collapsed buildings that Ostermann directs them to. OSTERMANN stands watching them go, as Friedreich, the SS Officer, walks up to him. SS OFFICER No one may leave this barricade. OSTERMANN They are scouting firing positions. Do you want to stop the Russians, or not? Ostermann shouts to the other boys along the barricade... OSTERMANN Be prepared to attack! When you hear my whistle, we will charge the enemy! It would be suicide; the SS Officer knows it. Satisfied, he moves back to the SS position behind the regiment of boys. FROM ONE OF THE COLLAPSED BUILDINGS Mathias emerges and runs up to Ostermann. The SS Officer watches as Ostermann listens to the boy, then looks around and finds an old flower cart among the junk of the barricade, ordering more boys to drag it out and follow Mathias with it. The SS Officer remains curious, but does not interfere yet. INT. SHATTERED BUILDING - DAY Crane, Boyle and Benton huddle in the shell of a Berlin building and confer over their maps. CRANE We're close. BOYLE Lots of SS out there. Crane looks up, and sees a shaky staircase leading to the building's roof, from which they can get a better view. EXT. POV FROM ROOFTOP - DAY The contingent of SS troops are manning their command post, and coordinating the city's inner defenses. From this POV the situation is clear: the SS behind the boys at the barricade, and down the street the direction from which the Russians will soon be coming. We PULL BACK to see the Americans, watching from the second story of a ruptured building. Crane looks through field glasses. CRANE The Black Eagles are supposed to be... There he is! Ostermann! He points across to the defensive position in front of the SS post, where Ostermann is moving among the boys at the barricade. BENTON Can't be. Crane hands Benton the glasses. BENTON It is. BOYLE You were right. That's why they kept him alive -- to lead boys. CRANE With a whole regiment of SS fanatics down there to make sure they fight. They look down on it all. THE CART rumbles, emerging from the collapsed building and rolling out into the daylight, pushed by the boys. It is heavy, groaning with a load of debris from within the house. The boys push the cart back to Ostermann, and he directs them to position it in the barricade. THE AMERICANS IN THE OTHER BUILDING look down on the scene through their binoculars, as the SS Officer leaves his post and moves to Ostermann again. AT THE BARRICADE SS OFFICER Now what? OSTERMANN We are strengthening the barricade. They must have something to do, to feel they are more than targets for the Russians. The officer looks at the cart -- nothing but a huge mound of broken house timbers, bricks and debris. He returns to the SS position. As the SS Officer leaves, Ostermann moves to the back of the cart, shoved against the barricade, and subtly uncovers what the boys have concealed -- the nose of a bomb. THE AMERICANS IN THE UPPER STORIES are looking down through their binoculars. They see the pointed object protruding from the rubble. CRANE Looks like... the nose of a bomb. BOYLE Can't be. They must'a found a spent casing. What's he doing? Crane, trying to figure it all out, sweeps the line of buildings on the opposite side of the broad boulevard. He stops on the building out of which the bomb came -- and then he understands. CRANE That brilliant son of a bitch. He's found an unexploded bomb. BENTON What? CRANE He and I talked about it. We dropped 3000 bombs a day on Berlin. How many had fusing problems and didn't detonate on impact? BOYLE We always figured three -- CRANE Three percent. Ninety unexploded bombs a day. All he had to do was find a structure that's been penetrated from above, but not leveled with an explosion -- like that building there -- and dig the bomb out of the rubble. It would be stable until he fused it -- They look down through the binoculars, and see that's what Ostermann is doing: working on the bent fusing propeller of the bomb, to twist it into place and make it live. BOYLE But what's he gonna do with it, once he's got it fused? BENTON I don't know, but he better hurry. Benton is looking out toward the horizon. Several blocks away he sees the advance units of the Russian infantry, moving into Berlin. AT THE BARRICADE, OSTERMANN is working gingerly on the nose of the bomb; Mathias and the other boys who surround him, and help conceal what he is doing from the SS, watch in nervous awe as Ostermann frees the fusing propeller and delicately arms the bomb. MATHIAS Colonel... The SS Officer is coming again. Ostermann climbs over the barricade, toward the Russian lines, and yells to the boys -- OSTERMANN Charge! Charge! The boys are surprised -- but they follow Ostermann, clambering over the barricade and charging down the street, yelling like he does. The SS Officer is baffled. SS OFFICER What are they doing? The Russians aren't in sight yet! ON THE STREET, WITH THE BOYS Ostermann halts the seemingly meaningless charge. OSTERMANN Take cover! The boys obey, finding places to hide among the buildings and rubble. UP IN THE OVERLOOK Crane suddenly understands exactly what Ostermann is doing. CRANE He's gonna bring the SS up to the bomb! And sure enough, with their front lines of defense moved up a hundred yards, the SS Officer whistles, and waves his men forward -- to the barricade. Crane shakes his head, marveling at Ostermann's plan. DOWN ON THE STREET Ostermann turns back toward the barricade. OSTERMANN Stay here. He starts walking back toward the barricade, where the SS is taking up the position just occupied by the boys. AT THE BARRICADE The SS regiment is occupying shooting positions at the barricade, and the SS Officer is trying to make sense of what Ostermann has done. He remembers the cart, and looks over at it... He sees the nose of the bomb... Frowns, realizes what it is... Realizes what Ostermann is doing... And Ostermann shoots him in the chest. AT THE OVERLOOK CRANE They've seen the bomb! Ostermann is trying to detonate it himself! Crane, Boyle and Benton scramble to climb downstairs. ON THE STREET Ostermann charges the barricade, desperate to reach the bomb that none of the SS knows about now. Seeing their officer shot, two more SS men spin toward him and Ostermann guns them down too; but then another gets off a quick shot, and Ostermann goes down, shot in the leg. He tries to rise, but now all the SS men at the barricade are firing at him; he scrambles for cover, behind a pile of rubble on the street. But now he's pinned down completely. Behind him, the boys in the Black Eagles are confused, hiding in their holes; and the SS, at the barricade, don't know what to do next either. CRANE, BOYLE AND BENTON emerge from their building. They are behind the barricade, behind the SS. Crane is trying to figure out what to do next -- when Benton suddenly darts toward the Germans. Too late to stop him, Crane and Boyle realize what Benton means to do. They watch, helpless and transfixed, as Benton runs toward the bomb. One of the SS sees him coming, and shouts -- SS MAN Halt! Benton keeps running. The SS man fires; Benton shoots him and runs on... OSTERMANN SEE BENTON and can't believe it at first. BENTON takes a bullet in the belly. He falls four feet short of the cart and the bomb. The men in the SS regiment look even more uncertain; what is going on here? Then one of them sees the nose of the bomb. SS MAN Here! A bomb! SLOW MOTION - OSTERMANN'S CHARGE Ostermann jumps up and charges again, firing at the SS. The SS fire back. The boys in the Black Eagles are too terrified to do anything but freeze in place. Crane and Boyle start firing from their position. OSTERMANN moves as in a dream. He is hit in the shoulder, and goes down... But he rises again, struggling on... OVER THIS, we hear the verse Reinhold read, from Isaiah: REINHOLD (V.O.) "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..." He is hit again in the leg, and falls again. Once more he rises -- but now he can barely move, and all the guns of the SS regiment are aimed at him, when... Benton, still alive, rolls over onto his elbows, pulls himself up, lifts a brick from the pile of rubble, and slams it against the nose of the bomb. A WHITE EXPLOSION It's like the whole world going off. Debris, more rubble, SS bodies blown everywhere. Ostermann and the boys are showered with fallout from the blast. Crane and Boyle, closer to the explosion, are buried in the collapse of the building in which they were taking cover. Suddenly everything is strangely silent. The boys peek tentatively out of their hiding places; first Mathias approaches Ostermann, and then the others gather around him. He struggles to his feet; he bleeds from several wounds, but he can still stand. All the Black Eagles, the orphan regiment, are looking to Ostermann, wondering what to do next. Then one of them yells -- BOY Look! Far down the street, they see the Russians advancing, infantrymen moving carefully, house to house. OSTERMANN Run, boys. They want to run -- but they can't believe he's ordering it. OSTERMANN Throw down your weapons and run! And keep running! Run as far as you can! Run!! First one, then two, then the whole crowd of them obey; the boys throw down their guns and run from the Russian advance -- all except Mathias. OSTERMANN You too, Mathias. MATHIAS I will stay with you. Before Ostermann can argue he hears the stirring in the rubble, and aims his weapon; then Crane and Boyle climb out of the rubble. They stare at each other. Then they can't ignore the Russians. Crane and Boyle grab Ostermann, and along with Mathias they help support Ostermann, guiding him away. CRANE We've got to get out of here. OSTERMANN Not yet. INT. SS HEADQUARTERS - DAY The whole place is in disarray: offices are abandoned, documents have been thrown into piles on the floor and set on fire; some SS officers are running past, others stare at the floor like zombies. Bleicher walks purposefully through the building looking for someone -- and spots him, another SS officer named LINDMAN. BLEICHER I must see the Fuhrer. Lindman glances at him as if Bleicher is crazy, and tries to walk on. Bleicher grabs him. BLEICHER I must see him! LINDMAN Let go of me. Hitler is dead. He shot himself in his bunker. Bleicher is so stunned that Lindman easily breaks away, moving into his own office. Bleicher follows him in. BLEICHER No! That is not -- But Lindman puts his Luger to his own head and shoots himself. Bleicher looks around; the reality of what is happening is seeping in, for the first time it seems. He wanders back toward his own office. INT. SS HEADQUARTERS ENTRANCE - DAY Ostermann, Crane, Boyle and Mathias slip into the building; no guards challenge them, no one seems to notice. The place is a shambles. To their right is a once-grand ballroom, where hollowed-eyed SS officers are staring at the floor; as Ostermann and the others pass, another one of the officers shoots himself. INT. BLEICHER'S OFFICE - DAY Reinhold lies on the floor; we can't tell if he is dead or alive. Lise is tied in a chair; she is too terrified to speak, as Bleicher wanders into his office and stares about, as if he's not sure where he is. Bleicher takes out his pistol... checks it... cocks it. He looks at Lise. He looks at Reinhold on the floor. Suddenly he kicks Reinhold. BLEICHER You did this. You and all the others who wouldn't see the future. Reinhold moans, still alive. Bleicher lifts him up, and tugs the rope again to stretch Reinhold out on the meat hook. The point is biting into Reinhold's mouth; he is conscious. Bleicher holds the rope, taking his last pleasure in seeing Reinhold die. BLEICHER We were right! Right! But you would not -- OSTERMANN Bleicher. Bleicher looks toward the door, seeing Ostermann there, backed by the others. But Bleicher still holds the rope; if he twitches the slightest bit he will pull the point of the hook up into Reinhold's brain. Ostermann looks at Lise, still alive. He sees Reinhold still breathing. OSTERMANN Let go of the rope. BLEICHER He must die. He is a criminal. OSTERMANN Let go of the rope! Bleicher thinks a moment. BLEICHER All right. He lets go. Reinhold drops in a helpless pile -- and in that instant Bleicher snatches up his Luger and points it at Lise's head. Bleicher grins. BLEICHER I'm leaving with her. Just like you told her on the phone, she is young. She can start a new life. A new family. Perhaps a new race. Ostermann sees a movement behind Bleicher -- but forces his eyes to stay on his enemy. OSTERMANN No. BLEICHER Get out of my way. OSTERMANN No!! BLEICHER Then watch her die. A shape rises silently behind Bleicher. It is Reinhold. With his strong hands he holds the meat hook -- and swings it, catching Bleicher in the neck and ripping the aorta from his throat. The Luger jerks, firing into the air, and falls; Bleicher claws at his throat and can't stanch the spurting of blood. He drops dead. Ostermann clutches Lise and Reinhold. EXT. ENTRANCE TO SS HEADQUARTERS - DAY The doors are pushed open, and Crane steps outside, stripping off his German uniform to reveal the American uniform underneath. He looks around; no one in sight. He beckons, and out comes Ostermann, supported by -- and supporting -- Lise and Mathias. Boyle, down to his American uniform, comes out too, helping Reinhold. They look around the shattered streets. To the west, they're empty. To the east, they see the Russian troops advancing behind a huge red banner. They struggle to the west. They come upon a car, abandoned. Boyle jumps in and tries the starter. It grinds... grinds... and catches. CRANE Hop in. Ostermann looks at him, and nods in wordless gratitude. They pile into the car, Ostermann, Lise, Reinhold and Mathias in the back, Crane up front with Boyle. The car lurches away, headed west. And in back, Ostermann hugs his wife, and Reinhold, and draws Mathias into the circle. Ostermann's eyes are full of peace, and the light of triumph. FADE OUT.