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The Godfather Part II (1974) script

by Mario Puzo and Francis Ford Coppola
based on the novel by Mario Puzo
 
FADE IN:

The Paramount Pictures logo is presented over a simple black
background, as a single trumpet plays the familiar theme of
a waltz.  White lettering fades in:
	     Mario Puzo's THE GODFATHER
There is a pause, as the trumpet concludes, and there is the
additional title: - Part Two -

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

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

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

 DISSOLVE TO:

EXT. A SICILIAN LANDSCAPE - FULL VIEW - DAY

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

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

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

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

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

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

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

EXT. SICILIAN LANDSCAPE - MED. VIEW - DAY

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

EXT. BARONIAL ESTATE - TIGHT MOVING VIEW - DAY

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

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

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

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

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

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

		WIDOW
		(Sicilian)
	He is weak.

		DON FRANCESCO
		(Sicilian)
	He will grow strong.

		WIDOW
		(Sicilian)
	The child cannot harm you.

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

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

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

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

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

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

EXT. STREETS OF CORLEONE - NIGHT

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

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

INT. A HOUSE - NIGHT

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

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

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

EXT. THE STREETS OF CORLEONE - FULL VIEW - NIGHT

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

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

INT. A BARN - NIGHT

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

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

He pulls the fabric over the boy's face.

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

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

EXT. THE CHURCH PLAZA - NIGHT

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

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

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

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

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

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

EXT. STEAMSHIP - CLOSE VIEW ON VITO - DAY

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

Then, suddenly, the Waltz stops.

THE NEW YORK HARBOR - DAY

SILENCE.  We glide past the Statue of Liberty.

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

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

EXT. ELLIS ISLAND - DAY

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

INT. ELLIS PROCESSING HALL - DAY

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

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

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

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

INT. PROCESSING ROOM - DAY

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

		OFFICIAL
		(English)
	What is your name?

The man waits, impatiently.

		OFFICIAL
	Your name?

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

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

He hands the form to another official.

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

INT. MEDICAL EXAM - DAY

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

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

		DOCTOR
	Can you understand me?

Vito stares blankly.

		DOCTOR
	You understand?  Smallpox.  Smallpox.

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

		DOCTOR
	Quarantine...six months.

UNDERGROUND PASSAGEWAY - MOVING VIEW - DAY

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

INT. QUARANTINE HALLWAY - DAY

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

		OFFICIAL
	Salvatore Ormenta.

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

		OFFICIAL
	Vito Corleone.

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

		GUARD
	That's you.

He opens the door, and Vito enters the room.

EXT. THE STATUE OF LIBERTY - DAY

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

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

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

						DISSOLVE TO:

INT. CATHOLIC CHURCH - MOVING CLOSE SHOT - DAY

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

FULL VIEW

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

		PRIEST
	Ecce Agnus Dei, ecce qui tollit
	peccata mundi.

MOVING VIEW ON THE PRIEST

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

CLOSE MOVING VIEW

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

		PRIEST
	Corpus Christi.

		ANTHONY
	Amen.

EXT. LAKE TAHOE ESTATE - DAY

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

MED. VIEW

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

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

He does, and a flash goes off.

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

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

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

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

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

		KAY
	Thank you.

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

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

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

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

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

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

		KAY
	I'm so happy you could come.

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

		MRS. BARRETT
	Where is Mr. Corleone?

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

Kay puts her arm around little Anthony's shoulder.

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

EXT. TAHOE GATE AND KENNELS - DAY

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

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

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

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

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

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

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

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

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

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

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

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

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

		FREDO
	Goddamn bitch.

		DEANNA
	Relax, Freddie honey.  Come dance
	with me.

She extends her hand to him.

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

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

		FREDO
	He's the head of the family.

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

		DEANNA
	Don't follow me!

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

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

		CONNIE
	Mama...Mama!  Here I am!

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

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

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

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

		CONNIE
	How are the kids?

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

		CONNIE
	I got surprises for everybody!

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

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

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

EXT. THE BOATHOUSE - DAY

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

MED. CLOSE VIEW

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

		PENTANGELI
	Hey, kid!  You got any red wine?

		WAITER
		(offering the tray)
	Only champagne and cocktails.

		PENTANGELI
	Forget it...

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

		PENTANGELI
	Fredo!  Sonuvabitch.  You look great.

Fredo squints in his direction; finally recognizes him.

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

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

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

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

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

		FREDO
	We were all upset about that.

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

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

EXT. TAHOE PAVILION - MED. VIEW - DAY

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

INT. TAHOE BOATHOUSE - DAY

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

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

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

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

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

The couple sit themselves on the sofa opposite Michael.

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

		MICHAEL
	Let them speak for themselves.

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

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

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

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

Neri goes to answer it, cracks the door open.

		NERI
	Not now, Freddie...

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

		NERI
	Not now...

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

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

		GARDNER
	My major is Fine Arts, sir.

		MICHAEL
	How will Fine Arts support your new
	wife?

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

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

They all smile, and rise.

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

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

		FRANCESCA
	Thank you, Uncle Michael.

They all take their leave; Michael turns to Hagen.

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

EXT. TAHOE SWIMMING POOLS AND HARBOR - DAY

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

MED. CLOSE

Francesca kisses her Aunt Kay.

		FRANCESCA
	Uncle Michael is the greatest man
	ever!

VIEW on Kay - happy for her niece.

INT. TAHOE BOATHOUSE - DAY

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

CLOSE ON MICHAEL

studying the pictures.

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

CLOSE ON THE PICTURES

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

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

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

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

Michael puts the pictures down.

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

		NERI
	How do you want me to handle it?

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

		MICHAEL
	Later.  Tom?

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

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

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

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

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

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

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

		HAGEN
	Connie's outside.

Michael doesn't want to see her.

		HAGEN
	I promised; she said it was urgent.

Michael nods.

		MICHAEL
	All right.  Apologize to Pentangeli.

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

		MICHAEL
	I said I would see my sister, alone.

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

Connie steps forward, kisses Michael on the cheek.

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

		MICHAEL
	I saw him with you.

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

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

		MERLE
	We're going to get married first.

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

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

		CONNIE
	Michael...

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

		CONNIE
	You're not my father!

		MICHAEL
	Then why do you come to me?

		CONNIE
	Because I need MONEY!

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

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

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

		MICHAEL
	Are you finished?

		MERLE
	I think so.

		MICHAEL
	Then out.

Merle puts out his cigarette and leaves, quickly.

EXT. TAHOE PAVILION - FULL VIEW - DAY

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

VIEW ON THE HARBOR AREA

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

CLOSE VIEW

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

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

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

INT. THE BOATHOUSE - DAY

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

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

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

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

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

		OLA
	Sure, I remember Tom from the old
	days.

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

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

		HAGEN
	Sure, Mikey.

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

		HAGEN
	If you need anything, just...

		MICHAEL
	Just tell Rocco I'm waiting.

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

		OLA
	I just left our friend in Miami.

		MICHAEL
	How is his health?

		OLA
	Not good.

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

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

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

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

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

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

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

		KAY
	Anthony, Daddy's busy.

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

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

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

Pause; she stands there a moment.

		MICHAEL
		(continuing)
	Kay.

		KAY
	Yes, Michael.

EXT. THE BOATHOUSE - DAY

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

WHAT SHE SEES:

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

MED. VIEW

Anthony runs away from her, heading toward the house.

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

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

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

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

VIEW ON HAGEN

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

		HAGEN
	Where's my wife?

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

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

VIEW ON THE PAVILION

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

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

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

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

MED. VIEW

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

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

INT. TAHOE - SANDRA'S HOUSE - DAY

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

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

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

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

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

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

He moves to the dresser; pours himself a drink.

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

		SANDRA
	Talk to him.  Tell him how you feel.

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

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

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

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

		SANDRA
	We have a little time now.

EXT. THE PAVILION - VIEW ON SENATOR GEARY - DAY

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

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

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

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

VIEW ON SENATOR GEARY

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

		SENATOR GEARY
	Where can we meet alone?

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

		MICHAEL
	Find Hagen.

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

BOYS' CHOIR

sings its lovely arrangement of "Mr. Wonderful."

INT. TAHOE BOATHOUSE - MED. VIEW - DAY

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

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

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

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

		SENATOR GEARY
	I thought we would meet alone.

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

		SENATOR GEARY
		(taking out some medication)
	Some water.

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

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

Michael nods, indicating that he should do so.

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

		MICHAEL
	Turnbull is a good man.

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

Michael is taken aback; he looks at Hagen.

		SENATOR GEARY
	...of all three Corleone hotels.

Hagen is frustrated; all his information was wrong.

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

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

VIEW ON HAGEN

glances at Michael.

VIEW ON MICHAEL

makes no outward reaction.

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

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

VIEW ON GEARY

rising.

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

He is almost out the door.

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

Geary turns back.

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

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

VIEW ON HAGEN

embarrassed at being so off the mark.

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

EXT. THE PAVILION - NIGHT

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

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

MED. VIEW

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

		MAMA
	Cent' Anne.

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

		DEANNA
	What's 'cent' Anne?'

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

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

		MAMA
	Connie.

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

		DEANNA
	What a pleasure, Merle.
		(shaking hands)


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

		MERLE
	What's that mean?

		CONNIE
	Mama!

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

		MICHAEL
		(Sicilian)
	I know.

		PENTANGELI
		(Sicilian)
	When do we talk?

		MICHAEL
		(Sicilian)
	After dinner.

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

		KAY
	Anthony, you were talking to Mr.
	Pentangeli?

		ANTHONY
	His name is "Five-Angels."

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

INT. TAHOE BOATHOUSE - NIGHT

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

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

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

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

		MICHAEL
	You were unfair with them.

		PENTANGELI
	Says who?

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

		PENTANGELI
	Clemenza promised them nothing, he
	hated the sonsuvbitches.

		MICHAEL
	They feel cheated.

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

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

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

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

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

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

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

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

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

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

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

Pentangeli takes his hat, and leaves.

		NERI
	Should he go?

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

EXT. THE LAWNS AND TABLES - FULL VIEW - NIGHT

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

VIEW ON THE DANCE FLOOR

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

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

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

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

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

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

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

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

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

VIEW ON FREDO AND DEANNA

Rocco passes by Fredo and whispers:

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

		DEANNA
	He's a friend of your brother!

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

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

Freddie mops his forehead, and moves to Michael.

		FREDO
	Hey Mike, what can I say?

		MICHAEL
	Forget it, just go take care of her.

EXT. THE HARBOR DECK - NIGHT

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

EXT. TABLE OF HONOR - MED. VIEW - NIGHT

Little Anthony, in his white suit, sitting alone.

EXT. MAIN GATE - NIGHT

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

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

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

Kay and Michael dancing in the moonlight.

		MICHAEL
	How's the baby?

		KAY
	Sleeping inside me.

		MICHAEL
	Does it feel like a boy?

		KAY
	Yes, Michael, it does.

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

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

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

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

						DISSOLVE TO:

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

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

INT. THE CHAPEL - NIGHT

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

A single organ plays some standard wedding music.

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

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

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

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

INT. THE TROPICANA - DAY

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

		NERI
	Are you Klingman?

		KLINGMAN
	Who's asking?

		NERI
	Where can we talk?

		KLINGMAN
	Right here.

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

		KLINGMAN
	Who do you think you're talking to?

		NERI
	You said you were Klingman.

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

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

		KLINGMAN
	Get out of my hotel.

Neri stands in front of him, smiling.

		KLINGMAN
	Boys, get him out of here.

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

WHAT HE SEES

They stand, motionless.

VIEW ON KLINGMAN

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

INT. SHOWROOM - MED. VIEW - DAY

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

HIS VIEW

Neri keeps coming.

VIEW ON KLINGMAN

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

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

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

		NERI
		(to the staring performers)
	Keep it going.

EXT. A STREET IN BUFFALO, NEW YORK - NIGHT

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

MED. CLOSE VIEW

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

MED. LONG VIEW

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

						DISSOLVE TO:

EXT. THE TAHOE ESTATE - NIGHT

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

MED. VIEW

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

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

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

CLOSE VIEW ON MICHAEL

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

						DISSOLVE TO:

INT. NEW YORK THEATRE - 1915 - NIGHT

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

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

VIEW ON THE STAGE

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

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

VIEW ON THE AUDIENCE

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

VIEW ON THE STAGE

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

VIEW ON THE AUDIENCE

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

VIEW ON THE STAGE

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

VIEW ON THE AUDIENCE

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

INT. BACKSTAGE THEATRE - MOVING VIEW - NIGHT

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

GENCO'S VIEW

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

VIEW ON VITO

watching.  The two men argue in Italian.

MED. VIEW

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

		IMPRESARIO
	Carla!

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

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

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

VIEW ON GENCO AND VITO

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

		GENCO
		(Sicilian)
	The Black Hand.

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

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

VIEW ON FANUCCI

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

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

EXT. NEW YORK ALLEY - NIGHT

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

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

		VITO
		(Sicilian)
	He's an Italian?

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


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

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

		VITO
		(Sicilian)
	Beautiful.

		GENCO
		(Sicilian)
	Beautiful.

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

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

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

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

The two friends hold their breath, until he disappears.

EXT. NEW YORK STREETS - MOVING VIEW - DAY

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

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

He turns up an alleyway, and then stops.

VIEW UP THE ALLEY

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

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

He throws the young man off his back.

VIEW ON VITO

stepping back in the alley.

VIEW ON FANUCCI

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

The young attackers scurry off in various directions.

INT. ABBANDANDO GROCERY STORE - DAY

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

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

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

Finished with his customer, Genco moves to his friend.

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

		VITO
		(Sicilian)
	What?

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

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

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

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

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

		VITO
		(Sicilian)
	Why?

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

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

CLOSE VIEW ON VITO

recalling what he had seen and thought.

EXT. NEW YORK ALLEYWAY - MED. VIEW - NIGHT

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

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

INT. TINY TENEMENT - FULL VIEW - NIGHT

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

It is late at night, and he is exhausted.

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

INT. TENEMENT ROOM - NIGHT

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

INT. ABBANDANDO GROCERY - DAY

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

		FANUCCI
	Buon giorno.

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

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

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

		VITO
		(Sicilian)
		 (surprised)
	And he agreed?

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

Vito watches the heated, but inevitable transaction.

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

MED. VIEW

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

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

		VITO
		(Sicilian)
	We are all well.

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

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

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

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

The old man nods, regretfully.

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

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

EXT. THE STREET - DAY

making his way from the store.

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

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

		SIG. ABBANDANDO
	Here...for your family.

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

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

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

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

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

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

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

WHAT HE SEES:

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

EXT. NEW YORK STREETS - DAY

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

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

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

Vito nods.

		CLEMENZA
		(Sicilian)
	Did you look inside?

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

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

INT. DOWNTOWN ITALIAN SOCIAL CLUB - DAY

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

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

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

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

Vito thinks, then nods.

		VITO
		(Sicilian)
	She would like it.

INT. HALLWAY WEALTHY APARTMENT BUILDING - DAY

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

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

		CLEMENZA
		(Sicilian)
	Oh yes, the very best.

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

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

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

INT. WEALTHY APARTMENT - FULL VIEW - DAY

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

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

		CLEMENZA
	A little help.

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

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

THEIR VIEW

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

VIEW ON CLEMENZA

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

Clemenza puts away his gun.

INT. VITO'S TENEMENT HALLWAY - DAY

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

INT. VITO'S TENEMENT - DAY

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

MED. CLOSE ON CLEMENZA

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

						DISSOLVE TO:

EXT. DOWNTOWN WAREHOUSE - NIGHT

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

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

INT. MACHINE SHOP - NIGHT

		CLEMENZA
		(Sicilian)
	Good, you waited for us.

Clemenza looks up on a higher level.

HIS VIEW

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

MED. VIEW

		TESSIO
		(Sicilian)
	Who is he?

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

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

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

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

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

VIEW ON THE BOY

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

CLOSE ON VITO

listening.

CLOSE ON AUGUSTINO

proudly smiling, as he prepares the machine gun.

CLOSE ON TESSIO

listening, smiling.

FULL VIEW

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

EXT. WAREHOUSE AREA - NIGHT

Tessio and Clemenza quickly load racks of cheap dresses.

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

INT. TENEMENT STAIRS - DAY

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

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

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

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

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

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

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

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

		CLEMENZA
		(Sicilian)
	You can have two for five.

She smiles back.

EXT. TENEMENT BUILDING - DAY

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

		TESSIO
		(Sicilian)
	What took so long?

		CLEMENZA
		(Sicilian)
	She couldn't decide.

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

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

The three part.  Vito drives the truck off.

MOVING VIEW

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

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

He grabs young Corleone by the shoulder.

CLOSE VIEW ON FANUCCI

frightening, revealing the large circular scar, now healed.

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

Vito says nothing.  Fanucci thumbs through the stock.

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

Fanucci takes a few of the dresses.

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

Vito smiles at him and nods.

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

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

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

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

		FANUCCI
		(Sicilian)
	I understand...

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

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

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

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

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

Vito throws the truck in gear, and drives off.

CLOSE VIEW ON VITO

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

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

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

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

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

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

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

		TESSIO
		(Sicilian)
	What can we do?

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

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

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

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

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

Tessio and Clemenza regard him suspiciously.

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

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

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

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

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

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

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

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

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

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

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

EXT. NEW YORK STREET - MED. VIEW - NIGHT

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

MOVING VIEW

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

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

The wheel stops; they both lose.

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

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

Vito has left while Clemenza jokes with the Priest.

EXT. FESTA STREET - NIGHT

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

INT. SOCIAL CLUB - NIGHT

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

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

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

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

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

EXT. FESTA STREET - MED. VIEW - NIGHT

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

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

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

EXT. ROOFTOPS - MOVING VIEW - NIGHT

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

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

EXT. FESTA STREETS - MOVING VIEW ON FANUCCI - NIGHT

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

The VIEW LIFTS UP, to the rooftops.

EXT. THE ROOFTOPS - NIGHT

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

EXT. THE STREETS - NIGHT

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

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

INT. FANUCCI'S BUILDING - NIGHT

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

EXT. THE ROOFTOP - NIGHT

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

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

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

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

EXT. THE ROOFTOP - NIGHT

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

INT. FANUCCI'S HALLWAY - DOWN ANGLE - NIGHT

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

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

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

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

INT. HALLWAY - NIGHT

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

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

WHAT HE SEES:

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

VIEW ON VITO

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

ANOTHER VIEW

Fanucci opens the door of his apartment, and enters.

CLOSE VIEW ON VITO

He begins to wrap the gun.

VIEW ON THE DAUGHTERS

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

CLOSE ON THE GUN

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

WHAT HE SEES:

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

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

VIEW ON VITO

holding the wrapped gun, waiting.

WHAT HE SEES:

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

VIEW ON VITO

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

VIEW ON FANUCCI

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

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

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

EXT. THE ROOFTOPS - MED. VIEW - NIGHT

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

CLOSE ON VITO

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

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

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

EXT. THE STREET PROCESSION - MOVING VIEW - NIGHT

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

EXT. THE ROOFTOPS - MOVING VIEW - NIGHT

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

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

The corpse that was Fanucci, stained with blood.

EXT. PROCESSION - CLOSE VIEW - NIGHT

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

EXT. CORLEONE TENEMENT - MED. VIEW - NIGHT

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

A neighbor is singing a Neapolitan song.

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

CLOSE VIEW ON VITO

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

		VITO
		(Sicilian)
	Santino, your papa loves you.

						DISSOLVE TO:

INT. ANTHONY'S TAHOE ROOM - NIGHT

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

		MICHAEL
	Can't you sleep?

No answer.

		MICHAEL
	Are you alright?

		ANTHONY
	Yes.

		MICHAEL
	Did you like your party?

		ANTHONY
	I got lots of presents.

		MICHAEL
	Do you like them?

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

		MICHAEL
	They were friends.

He kisses his boy, and then turns.

		ANTHONY
	Did you see my present for you?

		MICHAEL
	No, where is it?

		ANTHONY
	On your pillow.

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

		ANTHONY
	I know.  How long will you be gone?

		MICHAEL
	Just a few days.

		ANTHONY
	Will you take me?

		MICHAEL
	I can't.

		ANTHONY
	Why do you have to go?

		MICHAEL
	To do business.

		ANTHONY
	I can help you.

		MICHAEL
	Some day you will.

Michael kisses him again.

INT. MICHAEL-KAY'S BEDROOM - NIGHT

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

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

VIEW ON THE PILLOW

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

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

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

		KAY
	Michael?  Why are the drapes open?

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

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

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

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

		MICHAEL
	Go with the kids.

EXT. THE TAHOE ESTATE - NIGHT

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

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

VIEW BY MICHAEL'S HOUSE

Michael is joined by Rocco Lampone, his gun drawn.

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

		MICHAEL
	Keep them alive.

Six men take up posts by Michael's house.

		ROCCO
	We'll try.

		MICHAEL
	It's important.

He returns inside.

EXT. MAIN GATE AND KENNELS - NIGHT

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

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

FULL VIEW

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

VIEW ON THE KENNELS

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

ROOFTOP

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

MOVING VIEW

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

LOOSE VIEW

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

EXT. MICHAEL'S HOUSE - NIGHT

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

The curtains are drawn from inside.

INT. MICHAEL'S HOUSE - NIGHT

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

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

		MICHAEL
	It will be all right.  We were lucky.

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

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

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

		MICHAEL
	And?

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

We HEAR loud shouting from outside.

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

MICHAEL'S VIEW

Through the door, that Rocco opens.

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

		FREDO
	Deanna, will you get back into the
	house!

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

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

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

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

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

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

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

EXT. TAHOE ESTATE - HIGH ANGLE - NIGHT

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

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

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

FULL VIEW

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

INT. THE BOATHOUSE - EMPTY VIEW - NIGHT

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

		MICHAEL
	Sit down, Tom.

EXT. TAHOE BOATHOUSE - NIGHT

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

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

INT. TAHOE BOATHOUSE - NIGHT

Michael talks intimately to Tom.

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

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

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

Hagen in very moved.

		HAGEN
	Mikey, I hoped...

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

VIEW ON HAGEN

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

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

VIEW ON MICHAEL

taking out the envelope.

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

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

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

		HAGEN
	But if you're wrong...

		MICHAEL
	If I'm wrong...

There is a KNOCK on the door.

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

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

EXT. STONE WALL AND STREAM - MOVING VIEW - NIGHT

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

LOW CLOSE VIEW

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

		MICHAEL (O.S.)
	Fish them out.

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

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

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

He realizes that now, he is the DON.

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

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

						FADE OUT.

FADE IN:

INT. STATE SENATE FLOOR - DAY

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

INT. GEARY'S OFFICE - DAY

The Senator steps behind his desk.

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

He flicks the switch of a small tape recorder.

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

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

The Senator immediately shuts the tape recorder off.

		SENATOR GEARY
	What the hell are you talking about?

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

		SENATOR GEARY
	No strings.

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

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

		HAGEN
	Do you gamble?

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

		HAGEN
	Do you owe markers?

		SENATOR GEARY
	Maybe two, three thousand dollars.

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

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

Geary quickly looks through the paid markers.

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

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

		SENATOR GEARY
	You paid off thirty grand I never
	owed.

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

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

		HAGEN
	Simple.  Be friendly like us.  Not
	hostile.

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

EXT. TAHOE ESTATE - FULL VIEW - DAY

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

VIEW BY MICHAEL'S HOUSE

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

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

		KAY
		(graciously)
	Yes.

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

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

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

		KAY
	Whose orders are these?

		MAN
	Mr. Hagen's, ma'am.

We notice Hagen walking to them in the background.

		HAGEN
	Kay.

VIEW THROUGH THE GATE

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

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

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

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

		KAY
	I'm supposed to stay in my house.

		HAGEN
	Within the compound will be fine.

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

		HAGEN
	That's off now.

		KAY
	I'm going to see my parents.

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

		KAY
	How long does this go on?

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

		KAY
	Am I a prisoner?

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

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

EXT. ITALIAN LUXURY LINER - DAY

The luxury liner making its way across the Atlantic.

INT. ITALIAN LUXURY LINER - MED. VIEW - DAY

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

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

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

		MERLE
		(reluctantly)
	Well...come in.

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

		CONNIE
	What is it?

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

		CONNIE
	Can't be...

		MERLE
	Why don't you wire your bank?

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

		CONNIE
	I'll take care of it in Naples.

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

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

		CONNIE
	That son of a bitch!

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

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

EXT. TRAIN TRACKS - MED. VIEW - DAY

A train speeds across the countryside.

INT. THE TRAIN - DAY

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

		PORTER
	Mr. Paul?

		MICHAEL
	Yes.

		PORTER
	You ordered lunch?

		MICHAEL
	Put it right there.

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

HIS VIEW

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

		MICHAEL
	Thank you.

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

VIEW THROUGH THE WINDOW

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

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

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

CLOSER VIEW

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

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

NEW VIEW

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

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

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

Michael glances toward the driver.

MICHAEL'S VIEW

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

EXT. SUBURBAN MIAMI NEIGHBORHOOD - DAY

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

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

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

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

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

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

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

		MICHAEL
	Thank you, Mrs. Roth.

She hurries halfway up the staircase.

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

		MICHAEL
	Fine.

He continues upstairs; she goes into the kitchen.

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

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

INT. HYMAN ROTH'S DEN - DAY

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

MICHAEL'S VIEW

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

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

		MICHAEL
	Not for a few years.

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

		MICHAEL
	Yes.

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

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

		ROTH
	You're a considerate young man.

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

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

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

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

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

The old man touches Michael's hand, warmly.

		ROTH
	Nothing is more important.

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

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

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

		ROTH
	Of course you must keep control of
	your family.

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

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

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

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

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

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

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

EXT. DOWNTOWN NEW YORK - MOVING VIEW - DAY

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

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

MOVING CLOSE VIEW

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

MED. VIEW

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

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

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

INT. THE RESTAURANT - DAY

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

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

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

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

		PENTANGELI
	Rosato, where's your brother?

		ROSATO
	Sitting right behind you.

Pentangeli glances behind himself.

		PENTANGELI
	He don't want to talk?

		ROSATO
	We worked it all out beforehand.

		PENTANGELI
	Are we going to eat or what?

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

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

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

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

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

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

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

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

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

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

		ROSATO
	My lawyer went over this beforehand.

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

		ROSATO
	The same assurance we got from you.

		PENTANGELI
	What if I say shove it?

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

		PENTANGELI
	You want a war?

		ROSATO
	We got no choice.

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

		ROSATO
	We got friends in the commission.

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

		ROSATO
	What about Michael Corleone?

		PENTANGELI
	He supports me.

		ROSATO
	Maybe, yes... maybe no.

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

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

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

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

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

He gives him the arm.

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

EXT. THE RESTAURANT - DAY

Pentangeli gets into the car.

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

He slams the door.

EXT. PENTANGELI'S LONG BEACH ESTATE - DAY

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

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

		PENTANGELI
	What's up?

Pentangeli glances over to the front door foyer.

PENTANGELI'S VIEW

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

INT. PENTANGELI'S HOUSE - DAY

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

		PENTANGELI
		(Sicilian)
	What's this?

		WIFE
	Michael Corleone.

		PENTANGELI
	One Michael Corleone...Dove?

		WIFE
		(Sicilian)
	He's in your study.

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

He automatically moves into his study.

INT. PENTANGELI'S STUDY - DAY

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

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

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

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

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

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

		MICHAEL
	I want you to help me take my
	revenge.

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

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

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

		MICHAEL
	I want you to settle on their terms.

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

		MICHAEL
	Trust me; do as I ask.

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

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

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

		MICHAEL
	I know.

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

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

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

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

		PENTANGELI
	Sure, Mike.  I'll go along.

		MICHAEL
	Good.

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

INT. TROPICANA HOTEL - CLOSE VIEW - DAY

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

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

INT. COUNTING ROOM - MED. VIEW - DAY

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

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

		NERI
	Fifteen percent skim?

		HAGEN
	Twenty-five this time.

The accountant stops, and looks up to Neri.

		NERI
	It might show.

		HAGEN
	Mike wants it.

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

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

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

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

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

		NERI
	Those were our people.

		COURIER
	Okay, just thought you should know.

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

		HAGEN
	Let them count.

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

INT. TROPICANA CORRIDOR - MOVING VIEW - DAY

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

		NERI
	What's up?

		HAGEN
	No questions.

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

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

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

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

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

EXT. KEY WEST - NIGHT

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

						FADE OUT.

FADE IN:

EXT. TAHOE ESTATE - DAY

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

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

		THERESA
	Hungry?

		HAGEN
	Just a little.

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

		HAGEN
	What about Kay?

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

EXT. TAHOE LAWN BARBECUE - MED. VIEW - DAY

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

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

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

Theresa, Mama and Sandra prepare the steaks.

Hagen relaxes in a sports shirt.

		HAGEN
	Let me try Kay.

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

		HAGEN'S SON
	Hey, Pop, heads up!

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

INT. MICHAEL'S HOUSE - DAY

		HAGEN
	Kay?

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

		HAGEN
	Anyone hungry?

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

		HAGEN
	Hello?

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

Sandra has followed him into Michael's house.

		HAGEN
	What do you mean gone?

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

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

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

Hagen rushes out of the house.

EXT. TAHOE LAWN - DAY

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

		HAGEN'S SON
	Hey, Dad!

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

		HAGEN
	Rocco!

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

		HAGEN
	Goddamn it, where were you?

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

INT. THE BOATHOUSE - DAY

They enter the boathouse.

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

The man hurries behind the bar.

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

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

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

		HAGEN
	All right, let me think a minute.

Rocco clears the men out.

		ROCCO
	Me too, Tom?

		HAGEN
	Yeah, give me a minute.

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

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

EXT. VIEW FROM BOAT - FULL VIEW - DAY

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

MED. CLOSE VIEW ON MICHAEL

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

		CAPTAIN
	Habana, Habana.

EXT. HAVANA STREET - MOVING VIEW - DAY

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

CLOSE VIEW ON MICHAEL

looking out the window.

MICHAEL'S POV

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

MED. VIEW

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

INT. HAVANA CASINO LOBBY - MOVING VIEW - NIGHT

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

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

		MICHAEL
	No, I'm fine.

He leads Michael into the main casino.

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

		MICHAEL
	Very impressive.

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

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

Sam turns to Bussetta and extends his glad-hand.

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

He gets no response whatsoever from Bussetta.

INT. PRESIDENTIAL PALACE - NIGHT

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

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

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

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

VIEW ON THE ENTIRE GROUP

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

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

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

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

MED. CLOSE VIEW ON MICHAEL

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

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

Michael passes the phone on to Roth.

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

General subdued laughter.

A CUBAN STREET - LATE DAY

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

The driver, in turn, leans over to Michael.

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

Michael looks out the window.

MICHAEL'S VIEW

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

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

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

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

CLOSE VIEW ON MICHAEL

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

MED. VIEW

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

EXT. HAVANA COUNTRY CLUB - CLOSE VIEW - DAY

Some glasses; rum is poured into them; then Coca Cola.
Quarter limes are squeezed.

		SAM ROTH (O.S.)
	Rum... Coca Cola...a squeeze of
	fresh lime...

Sam prepares the drinks for his brother, Hyman, and a group
of men, including Michael.

		MAN
	Cuba Libres.

		MICHAEL
	I was told the Cubans now call this
	drink: "La Mentira."

		ROTH
	I still don't speak Spanish, Michael.

		MICHAEL
	It means... "The Lie."

A moment's hesitation, then a few of the men laugh.  Now two
Cubans in white carry a table which has a lovely small cake
on it.

		SAM ROTH
	The cake is here.

They all raise their glasses to the old man.

		EVERYONE
		(ad lib)
	Happy Birthday!

Roth glances at the cake and its inscription, is pleased.

		ROTH
	I hope my age is correct: I am
	always accurate about my age.

Some laugh.  He nods, and they begin to cut it, put a piece
on plates, and carry them to the different men.

		ROTH
	Everything we've learned in Vegas
	is true here; but we can go further.
	The bigger, the swankier, the
	plusher the store, the more a sense
	of legitimacy, and the bigger
	business we do.
		(looking at the plate
		brought to him)
	A smaller piece.  What we've
	proposed to the Cuban Government is
	that it put up half the cash on a
	dollar for dollar basis.
		(accepting a smaller piece)
	Thank you.  We can find people in
	the United States who will put up
	our share for a small piece of the
	action, yet we will retain control.

		ONE OF THE MEN
	How much?

		ROTH
	A hundred million dollars.  But
	only if this Government relaxes its
	restrictions on importing building
	materials; we'll need some new
	laws, too, but that will be no
	difficulty.

		ANOTHER MAN
	What are import duties now?

		ROTH
	As much as seventy percent.  Also,
	I'm working out an arrangement with
	the Minister of Labor so that all
	our pit bosses, stick-men and
	Dealers, can be considered
	specialized technicians eligible
	for two year visas.  As of now
	they're only allowed in Cuba for
	six months at a time.  In short,
	we're in a full partnership with
	the Cuban Government.

VIEW ON MICHAEL

is handed a piece of cake.  Roth moves over to a folder of
documents.

		ROTH
		(continuing)
	Here are applications from Friends
	all over the States.  I understand
	Santo Virgilio in Tampa is trying
	to make his own deal.  Well, the
	Cuban Government will brush him off.
	The Lakeville Road Boys are going
	to take over the Nacionale here.
	I'm planning a new hotel casino to
	be known as Riviera.  The new Capri
	will go to the Corleone Family.

MED. VIEW

The cake is sliced and carried to each of the men.

		ROTH
	Then there's the Sevilla Biltmore;
	the Havana Hilton, which is going
	to cost twenty-four million --
	Cuban banks will put up half, the
	Teamsters will bankroll the rest.
	Generally, there will be friends
	for all our friends including the
	Lieutenant Governor of Nevada;
	Eddie Levine of Newport will bring
	in the Pennino Brothers, Dino and
	Eddie; they'll handle actual casino
	operations.

And seeing that all of his friends have been served, Roth
raises his fork.

		ROTH
	Enjoy.

		MICHAEL
	I saw an interesting thing today.
	A man was being arrested by the
	Military Police; probably an urban
	guerrilla.  Rather than be taken
	alive, he exploded a grenade hidden
	in his jacket, taking the command
	vehicle with him.

The various men look up as Michael eats his cake, wondering
what the point of it is.

		MICHAEL
	It occurred to me: the police are
	paid to fight, and the Rebels are
	not.

		SAM ROTH
	So?

		MICHAEL
	So, that occurred to me.

VIEW ON ROTH

He understands Michael's point, if the others do not.

		ROTH
	This country has had rebels for the
	last fifty years; it's part of
	their blood.  Believe me, I know...
	I've been coming here since the
	twenties; we were running molasses
	out of Havana when you were a baby.
	To trucks owned by your father.
		(he chuckles warmly
		over the memory)
	We'll talk when we're alone.

And he returns his attention to the men who are gathered
with him on his birthday.

EXT. ROTH'S PRIVATE TERRACE - DAY

Michael sits alone with the old man, on a terrace that
overlooks the city.

		ROTH
	You have to be careful what you say
	in front of the others... they
	frighten easy.  It's always been
	that way, most men frighten easy.

		MICHAEL
	We're making a big investment in
	Cuba.  That's my only concern.

		ROTH
	My concern is that the three
	million never arrived at Batista's
	numbered account in Switzerland.
	He thinks it's because you have
	second thoughts about his ability
	to stop the rebels.

		MICHAEL
	The money was sent.

		ROTH
	Then you have to trace it.  Michael,
	people here look at me as a reliable
	man.  I can't afford not to be
	looked on as a reliable man.  But
	you know all that; there's nothing
	you can learn from me.  You
	shouldn't have to put up with a
	sick old man as a partner.

		MICHAEL
	I wouldn't consider anyone else.

		ROTH
	Except the President of the United
	States.

He laughs slyly, as though this is some private joke between
them.  Then his laughter becomes a cough, which he painfully
stifles with a handkerchief.

		ROTH
	If only I could live to see it,
	kid; to be there with you.  How
	beautifully we've done it, step by
	step.  Here, protected, free to
	make our profits without the
	Justice Department, the FBI; ninety
	miles away in partnership with a
	friendly government.  Ninety miles,
	just a small step, looking for a
	man who desperately wants to be
	President of the United States, and
	having the cash to make it possible.

		MICHAEL
	You'll be there to see it; you'll
	be there.

INT. MICHAEL'S SUITE - NIGHT

The telephone has just rung; Michael listens.

		OPERATOR
	We have your call to Tahoe, Nevada,
	sir.

		MICHAEL
	Thank you.
		(click, click)
	Tom?  Tom, is that you?

		ROCCO (O.S.)
	No, Tom's out of town.  This is
	Rocco.  Who is this?

Michael is openly disturbed that Hagen is not there.  He
hangs up without answering.

EXT. NEW ENGLAND HOUSE - DAY

Tom Hagen steps out of a taxicab a bit tentatively, and then
steps toward the door of a pleasant New England house.  He
rings the bell and waits, hat in hand.  A moment later, the
door opens, and Kay is standing there.

		KAY
	I'm not surprised to see you, Tom.

INT. SMALL ROOM - NEW ENGLAND HOUSE - MED. VIEW - DAY

Out to the yard, where we can see glimpses of little Anthony
playing by himself.

		KAY (O.S.)
	I can't love a man like that; I
	can't live with him, I can't let
	him be father to my children.  Look.

The little boy, moodily by himself.

VIEW ON KAY

obviously moved.

		KAY
	He's not like a little boy... he
	doesn't talk to me; he doesn't want
	to play; he doesn't like other
	children, he doesn't like toys.
	It's as though he's waiting for the
	time he can take his Father's place.
		(almost in tears)
	You know what he told me when he
	was four years old.  He said he had
	killed his Grandfather...

VIEW ON HAGEN

listening, calmly.

		KAY
	... He said he had shot his
	Grandfather with a gun, and then he
	died in the garden.  And he asked
	me... he asked me, Tom, if that
	meant now his father would shoot
	him out of... revenge.
		(she cries)
	How does a four year old boy learn
	the word... 'revenge'?

		HAGEN
	Kay... Kay...

VIEW ON KAY

		KAY
	What kind of a family is this...
	are we human beings?  He knows his
	Father killed his Uncle Carlo.  He
	heard Connie.

		HAGEN
	You don't know that's true.  But
	Kay, just for the sake of an
	argument, let's assume it is, I'm
	not saying it is, remember, but...
	What if I gave you what might be
	some justification for what he
	did... or rather some possible
	justification for what he possibly
	did.

		KAY
	That's the first time I've seen the
	lawyer side of you, Tom.  It's not
	your best side.

		HAGEN
	Okay, just hear me out.  What if
	Carlo had been paid to help get
	Sonny killed?  What if his beating
	of Connie that time was a deliberate
	plot to get Sonny out into the open?
	Then what?  And what if the Don, a
	great man, couldn't bring himself
	to do what he had to do, avenge his
	son's death by killing his
	daughter's husband?  What if that,
	finally, was too much for him, and
	he made Michael his successor,
	knowing that Michael would take
	that load off his shoulders, would
	take that guilt?

		KAY
	He's not the same as when I met him.

		HAGEN
	If he were, he'd be dead by now.
	You'd be a widow.  You'd have no
	problem.

		KAY
	What the hell does that mean?  Come
	on, Tom, speak out straight once in
	your life.  I know Michael can't,
	but you're not Sicilian, you can
	tell a woman the truth; you can
	treat her like an equal, a fellow
	human being.

There is a long silence.

Then Hagen shakes his head; he can tell her no more.

		HAGEN
	If you told Michael what I've told
	you today, I'm a dead man.

		KAY
	When is it finally over?  I want it
	to be over before my baby is born.

		HAGEN
	I don't know.  I hope soon; but
	it's not over yet, and that's why
	you and the kids have to come back
	to me.

He looks at her; it's clear that he has been entrusted with
her safety and her children's.

He is a kind, good man, and seems very nervous and
overwrought.

VIEW ON THE WINDOW

Little Anthony is pressing his face against the glass pane,
as though he senses the adults are discussing something of
importance to him.

INT. TROPICANA HOTEL-CASINO - MED. VIEW - NIGHT

The Baccarat table.  Busy, hundred dollar bills being played.

		LOUDSPEAKER
	Mr. Corleone; Mr. Freddie Corleone,
	telephone please.

		PIT BOSS
	Not here.

VIEW ON THE CRAP TABLES

The play is fast; pit boss presiding; but no sign of Fredo.

		LOUDSPEAKER
	Telephone for Mr. Corleone.

ANOTHER PART OF THE CASINO

We see Neri, ominous, presiding over the entire store.  He
picks up a pit telephone.

		NERI
	He's backstage.
		(and hangs up disgustedly)

INT. TROPICANA BACKSTAGE AREA - MED. VIEW - NIGHT

Fredo is entertaining two showgirls done up in feathers and
what-have-you.

		FREDO
	C'mon, you got fifteen minutes
	before the finale!  I want to show
	you a trick with feathers.

		STAGEHAND
	Phone for you.

		FREDO
	Don't go away; wait a minute.

He takes the phone; we can catch a VIEW of the show going on
from the wings.

		FREDO
		(on the phone)
	Yeah.  Okay.  Who?  Mikey?  But...
	Si... si, caposco.
		(in Sicilian)
	Sure... how much?  I understand.
	Jesus, three million... I won't let
	you down.  Sure.

He hangs up thoughtfully.

		ONE OF THE GIRLS
	Freddie; we still got twelve
	minutes before the finale!

		FREDO
	Yeah... some other time.

EXT. NEW YORK BAR - DAY

There is a light rain.  Pentangeli steps out of his car;
points to Willy Cicci.

		PENTANGELI
	Wait in the car.

He walks up the street, to the bar, where he is greeted by
the tall, handsome Carmine Rosato.  They shake hands.
Pentangeli looks in his hand.

CLOSE VIEW

Rosato has put a crisp one hundred dollar bill in his hand,
folded sharply in two.

		PENTANGELI
	What's this?

		ROSATO
	That's a lucky C note for our new
	deal.

He puts his arm around Pentangeli, and they walk into the bar.

INT. THE BAR - DAY

The bar is fairly empty; and very dark.  Pentangeli and
Rosato step up to the bar; the bartender momentarily stops
polishing glasses to pour a couple of drinks.

		ROSATO
	We were all real happy about your
	decision, Frankie; you're not goin'
	to regret it.

He holds up the glass.

		PENTANGELI
	I don't like the C-note.  I take it
	like an insult.

Suddenly, a garrote is thrown around Pentangeli's throat;
and he is forcefully yanked back into the shadows, all the
way into a wooden telephone booth.

CLOSE VIEW

The folded hundred dollar bill resting on the bar.

MED. CLOSE - THE PHONE BOOTH

We see only Pentangeli's feet and legs, struggling.  We HEAR
the terrible sounds of a man being strangled.

CLOSE ON ROSATO

Calm, and then he sees something that disturbs him.

		ROSATO
	Shit, your friend the cop!

Suddenly, the side door opens, and a shaft of sunlight cuts
through the darkness.

		COP
	Everything all right in there,
	Ritchie?  The door was open.

CLOSE ON THE PHONE BOOTH

Pentangeli's feet stop moving.

		RITCHIE
	Just cleaning up.
		(strained voice)
	You okay?

		COP
	Is that something on the floor?

		ROSATO
	Take him!

		VOICE
	Okay.

		RITCHIE
	Not here; not a cop, not here!

Two figures race through the shadows and race through the
doors.

		COP
		(shouting to his
		partner, in uniform)
	Stutz!  Watch out, Stutz!

EXT. THE BAR - DAY

We see that a patrol car had stopped for its routine visit.
STUTZ, the second patrolman, is just stepping out of his
car; Pentangeli's bodyguard, seeing the commotion, leaps out.
Three men, including Rosato, rush out.  There is gunfire;
Cicci is wounded.

MED. CLOSE

The patrolmen is grazed across the face; trying to stop the
flow of blood with his hand.

NEW VIEW

The three assailants jump into the car and drive off.

INT. THE BAR - DAY

The stricken Pentangeli comes back to life.  He can barely
move his lips.

		PENTANGELI
	The bastard.  The dirty bastard, he
	gave me a C-note.  He gave me a C-
	note.

He sees the patrolman leaning over him.

EXT. PATROL CAR - DAY

The Sergeant is on the car radio.

		SERGEANT
	Frankie Pentangeli murder attempt.
	Patrolman Stutz shot.  Sahara
	Lounge - Utica Avenue and Claredon
	Road.  White Cadillac three or four
	men took off from scene.  Need
	ambulance; Stutz is bad.  Taking
	Pentangeli into custody...

INT. ROTH'S SUITE IN HAVANA - MED. CLOSE VIEW ON ROTH - DAY

His wizened face, pale.  Right now, though, his eyes have a
sparkle as he watches three million dollars in cold cash
being counted on a card table in front of him.

His brother Sam is present, and the sandy-haired Courier, a
little nervous; the one who had left from the Tropicana with
the Corleone skim-money.  Also Johnny Ola.  The money is
evidently all there; Roth picks up a packet; probably a
hundred thousand dollars, and throws it over to the Courier.

		ROTH
	Make it fast; I don't want to
	chance him being seen.

		COURIER
		(frightened)
	What about the arrangements?  How
	can I be sure about the arrangements?

		OLA
	Relax.  You're under our protection;
	the Corleone family will never find
	you.

Ola leads the Courier to the adjoining room where two
smartly dressed Military (Cuban) Police are standing, and a
civilian.  The Courier sees them, looks back to Ola.  One of
the police steps forward, placing the Courier under arrest;
handcuffing him.

		COURIER
	Hey, what's this?

The other takes the packet of money, and hands it to the
civilian, who places it in the briefcase he carries.  The
other officer kneels down and fastens leg manacles.

		COURIER
	The arrangements... YOU BASTARDS!
	What...

The Captain strikes him expertly across the side of his head
with his pistol.

Ola closes the door on this scene.

EXT. THE HAVANA CAPRI - DAY

Fredo Corleone steps out of a car, squints up at the sunshine
and palm trees.  He is holding on tightly to a small satchel,
which he won't let the bellman carry along with his other
things.

INT. MICHAEL'S SUITE - MED. CLOSE VIEW - DAY

Michael and Fredo in a brother's embrace; they kiss each
other.  Fredo is still in his jacket, holding the satchel.

		FREDO
	Mikey.  How are you?

He glances up at Bussetta, who doesn't say a word.  Fredo
extends his hand.

		FREDO
	Hiya, Freddie Corleone.

		MICHAEL
	Mio fratello.

Then Bussetta offers his hand back to Fredo.

		FREDO
		(taking off his jacket)
	What a trip, Jesus Christ, the
	whole time I'm thinking what if
	someone knew what I got in here.

He undoes the combination of the briefcase starts taking out
cash.  Then he stops, remembering that there's a stranger in
the room.

		FREDO
	Oh, 'scuse me.

		MICHAEL
	It's all right.  He stays with me
	all the time.

		FREDO
	Oh.  Mikey, what's up?  I'm totally
	in the dark.

		MICHAEL
	We're making an investment in Havana.

		FREDO
	Great, Havana's great.  Lots of
	activity in Havana!  Anybody I know
	here.  Five-Angels?  Anybody?

		MICHAEL
	Johnny Ola... Hyman Roth.

		FREDO
	I never met them.

		MICHAEL
	Pentangeli's dead.  He was ambushed
	by the Rosato Brothers.
		(pause)
	Didn't you know that?

		FREDO
	No.  No, I didn't.  Who tells me
	anything?  I been kept in the dark
	so long, I'm getting used to it.

		MICHAEL
	I want you to help me, Fredo.

		FREDO
	That's what I'm here for.

		MICHAEL
	Tonight I want to relax with you.
	The Senator from Nevada is here
	with some people from Washington.
	I want to show them a good time in
	Havana.

		FREDO
	Count on me; that's my specialty.

		MICHAEL
	I'd like to come along.  There's
	been a lot of strain, and I've been
	cooped up in this room for three
	days.

		FREDO
	Me and you, great!  Gimme an hour
	to wash my face and do my research
	and we'll have these Washington
	suckers right where you want 'em.
		(then a thought
		strikes him)
	Poor Frankie Five-Angels.  He
	always wanted to die in bed...with
	a broad.

INT. ROTH'S SUITE - MED. VIEW - DAY

Michael stands at Roth's door carrying the briefcase that
Fredo had brought.

A hotel DOCTOR takes Hyman Roth's blood pressure, while his
wife waits nervously.

		DOCTOR
		(Spanish)
	You must not exert yourself; I will
	write out a prescription and come
	back tomorrow.

		HOTEL MAN
	He's going to write a prescription.

		ROTH
	I want my own doctor; fly him in
	from Miami.  I don't trust a doctor
	who can't speak English.

The doctor is shown out.  Roth gestures to the hotel man,
who also leaves.  Then he looks to his wife.

		ROTH
	Honey, go down to the casino?

		TERRI
	If you feel better...

		ROTH
	I do.  Play the Bingo game.

They kiss, and she leaves.  Also Bussetta and Ola remain.

		ROTH
	My sixth sense tells me you have a
	bag full of money in your hand.

Ola locks the door; Michael nods, and opens the bag, spilling
its contents on the card table.

		MICHAEL
	This doubles my investment.

		ROTH
	Still no word of your courier?
	We'll find him.  But at least this
	will satisfy our friends here.
	You've been invited to the New Year
	reception at the Presidential Home.
	I understand your brother is here
	as well; I hope he'll come.

		MICHAEL
	Six million dollars in cash is a
	high price for a piece of a country
	in the middle of a revolution.

Roth looks patiently at Michael, as though he were a child
who hadn't minded the lesson that he had been taught over
and over again.

		ROTH
	You're a careful kid, and that's
	good.  But look.  An international
	dispatch on the wire service.
	American journalism, not propaganda.
	The government troops have all but
	eliminated the rebels.  All but
	their radio station.

		MICHAEL
	I've read it; I'm pleased that the
	government is doing so well.  As a
	heavy investor, I'm pleased.  How
	did the doctor find you?

		ROTH
	Terrible.  I'd give twice this
	amount to take a piss without it
	hurting.

		MICHAEL
	Who had Frankie Pantangeli killed?

		ROTH
		(taken a bit off-balance)
	Why...the Rosato Brothers.

		MICHAEL
	I know that; but who gave the go
	ahead.

Roth glances to Ola; he is not a fool; he realizes Michael
has begun to suspect him.

		MICHAEL
	I know it wasn't me...so that
	leaves you.

		ROTH
	There was this kid that I grew up
	with; he was a couple years younger
	than me, and sort of looked up to
	me, you know.  We did our first
	work together, worked our way out
	of the street.  Things were good
	and we made the most of it.  During
	prohibition, we ran molasses up to
	Canada and made a fortune; your
	father too.  I guess as much as
	anyone, I loved him and trusted him.
	Later on he had an idea to make a
	city out of a desert stop-over for
	G.I.'s on the way to the West Coast.
	That kid's name was Moe Greene, and
	the city he invented was Las Vegas.
	This was a great man; a man with
	vision and guts; and there isn't
	even a plaque or a signpost or a
	statue of him in that town.  Someone
	put a bullet through his eye; no
	one knows who gave the order.  When
	I heard about it I wasn't angry.  I
	knew Moe; I knew he was headstrong,
	and talking loud, and saying stupid
	things.  So when he turned up dead,
	I let it go, and said to myself:
	this is the business we've chosen.
	I never asked, who gave the go
	ahead because it had nothing to do
	with business.

He regards Michael silently a moment.

		ROTH
		(continuing)
	There's three million dollars on
	that table.  I'm going to lie down,
	maybe take a nap.  When I wake up,
	if it's still there, I'll know I
	have a partner.  If it's gone, then
	I'll know I don't.

The old man turns, and moves in his slippers, toward his
bedroom.

INT. THE CORRIDOR - DAY

Michael closes the door, and moves down the hallway.  He is
followed by Bussetta, who had waited in the corridor.

		MICHAEL
		(Sicilian)
	How sick do you think the old man is?

		BUSSETTA
		(Sicilian)
	He'll live longer than me.

INT. TROPICOR NIGHT CLUB - VIEW ON THE SHOW - NIGHT

A Havana extravaganza, with tall, beautiful showgirls done
up in flamboyant, 'South-of-the-Border' Carmen Miranda
costumes; the lead singer is a six foot blonde doing "Rum
and Coca Cola" in that style.  Her name is YOLANDA.

MED. VIEW

At a large round table, located in an obvious VIP section of
the high, tropically draped room with living ferns and other
tropical planting with artificial stars.

Michael rises, to be introduced by Fredo to some conservative
looking Senatorial types, including Senator Pat Geary of
Nevada.  We notice Bussetta standing nearby.

		FREDO
	Does everyone know everyone, or
	nobody knows nobody.  Here, my
	brother, Michael Corleone... well,
	you know Senator Geary.

Geary warmly shakes Michael's hand.

		SENATOR GEARY
	Good to see you, Mike; I'm glad we
	can spend this time together.

		FREDO
	This is Senator Payton from Florida;
	Judge DeMalco from New York...
	Senator Ream... Mr. Questadt from
	California, he's a lawyer with the
	Price-Control Administration.  And
	Fred Corngold of U T&T.

They all make themselves comfortable.  A waiter with a tray
of drinks appears.

		FREDO
	Gentlemen... your pleasure?  Cuba
	Libres, Pina Coladas, you name it.

		SENATOR GEARY
	I'll take a Yolanda.

Laughter.

		FREDO
	Later, later.  All those girls look
	like they're on stilts!

The various tropical drinks are distributed.

		SENATOR GEARY
	To a night in Havana!

They all join in.

		FREDO
		(aside to Michael)
	Jeeze, it's great you came along,
	Mike... You know, we've never spent
	a night out on the town together.
	I always thought you looked down on
	me for liking a good time.

		MICHAEL
	I never looked down on you, Fredo.
	You don't look down at a brother.

INT. THE CASINO - NIGHT

By now the group has made its way into the casino.  Some of
them are crowded around the crap table; Senator Geary is
with the enormous and beautiful Yolanda, who barely speaks
English.  There are other girls with some of the men; not
with Michael, who gambles dollars while talking to Corngold.

		CORNGOLD
	Our information is that Castro is
	dead.  There are maybe a few
	hundred die-hards in the Sierra
	Muestra; but government troops are
	going to clean them out any day.

Johnny Ola approaches Michael.

		OLA
	Mike, can I talk to you.

Michael follows Ola toward the Baccarat table; a watchful
Bussetta moves, a distance away, with them.

		OLA
	Listen, this Senator from Florida
	already has a hundred grand worth
	of markers on the table.

We can see Senator Ream at the table, making thousand dollar
bets on the Bank.

		OLA
	They asked him to sign paper to
	take down the markers; but he got
	mad; told them to wait until he was
	finished.

		MICHAEL
	Let him gamble.

		OLA
	Okay.  You know he doesn't have
	that kind of money.

		FREDO
	Mike said let him gamble.

Fredo puts his arm around his brother; he is high with the
first attention Mike has ever given him, as though finally
he is being taken seriously; as though his brother needs him.

		FREDO
	Mike, I got something special up my
	sleeve for these boys.  You ever
	hear of "Superman?" And I don't
	mean the comic book.

		MICHAEL
	No.

		FREDO
	Wait'll you see!

INT. HAVANA BAR - NIGHT

Our group are in a large Havana bar; the walls totally
covered with hundreds of fifths of different types of rum
and other liquor.

A couple of the girls from the show are out with the men;
Yolanda herself is giving them a private song and dance.

Fredo is a little loaded, and especially attentive to
Michael this night.

		FREDO
	Mikey, why would they ever hit poor
	old Frankie Five-Angels?  I loved
	that ole sonuvabitch.  I remember
	when he was just a 'button,' when
	we were kids.  We used to put
	bedsheets on our heads, you know,
	like we were ghosts.  An' ole
	Frankie come peek into our room,
	we'd jump up, and he'd always
	pretend like he was really scared.
	You remember?

		MICHAEL
	It was hard to have him killed.

		FREDO
	You?  What do you mean you, I
	thought...

		MICHAEL
	It was hard to have him killed.

		FREDO
	You?  What do you mean you, I
	thought...

		MICHAEL
	It was Frankie tried to have me hit.

		FREDO
	No.  I mean, are you sure?

		MICHAEL
	You know otherwise, Freddie?

		FREDO
	Me?  NO, no, I don't know anything.
	Fellas!  You're all falling asleep.
	We got to see Superman.

CLOSE ON MICHAEL

A growing feeling about his brother.

EXT. GARISH HAVANA STREET - NIGHT

The street is lit with tons of neon signs; it is alive with
people; some roving bands of musicians.  Everywhere are
little boys running around, begging for money.  And in
doorways and windows are silent, dark-skinned women.

		SENATOR REAM
		(pushing away from
		the palm outstretched
		little hands of the boys)
	Goddamn beggers.  Goddamn city of
	beggars and pimps and whores.  And
	we bend over backwards to support
	them with the goddamn sugar quota.

		FREDO
		(to Geary)
	What's eating him?

		SENATOR GEARY
	He lost a quarter million dollars
	at the casino.

		SENATOR REAM
	...goddamn city of whores...

		SENATOR GEARY
	He gave them a bad check.

INT. 'SUPERMAN SHOW' - MED. VIEW - NIGHT

A large room with a succession of platforms arranged step-
like around a circular area which becomes a stage.

There are a hundred or so people, practically all men,
tourists and business men, standing on the different levels,
forming the audience.

In the center of the stage is a thick, telephone type pole,
to which is tied a young Cuban girl, in a flimsy white
sacrificial slip.  A small band, mostly drummers, play some
Latin music.

MED. VIEW

Fredo's party standing on the ramp, looking down at the
spectacle.  They're a little woozy from the drinks and late
hour.  Michael is with them, but now we sense he is using
this time, with all exhausted and drunk, to come to some
important conclusions.

		QUESTADT
	Why do we have to stand?

		FREDO
	Everyone stands.  But it's worth
	it, watch!

VIEW ON THE ARENA

Now two high priestesses, scantily clad, bring in a tall and
muscular Cuban, done up in chains and loin cloth, as though
he were a captured slave.  This is SUPERMAN

VIEW ACROSS THE MEN TO THE STAGE

		FREDO
	That's him; that's Superman!

Some preliminary pornographic proceedings go on, as the
priestesses lead the slave to the virgin tied to the post.
The music is percussive and wild.

MED. VIEW ON THE MEN

		SENATOR GEARY
	Ohmygod.  I don't believe it.

		QUESTADT
	It's got to be fake.

		FREDO
	That's why they call him Superman.
	Johnny Ola told me about this; I
	didn't believe it.

CLOSE on Michael turning away.  Not because of the spectacle
which he finds disgusting, but at what his brother is saying.

		FREDO (O.S.)
	... but seeing is believing.  Ole
	Johnny knows all the places.  I
	tol' you... can you believe it?

If Michael would ever allow himself to cry, it would be now.

		FREDO
		(continuing)
	The old man Roth, would never come;
	but Johnny knows these places like
	the back of his hand...

						FADE OUT.

FADE IN:

INT. MICHAEL'S SUITE - MED. VIEW - MORNING

Michael is alone in his bedroom; it seems as though he
hasn't slept very much, but sits by his window, looking out
at the city.  He is troubled and tired.

His radio is on:

		RADIO
		(Spanish)
	"This is Rebel Radio: Rebel troops
	of Column Four 'Jose Marti' took
	the town of Baire yesterday at 8:30
	p.m.  The enemy has retreated..."

EXT. CUBAN STREET - MORNING

This street in Havana is like a Caribbean tourist city with
no indication of the revolution in progress.

Michael walks along the street, alone, past the Cubans on
their way to work; past the American ladies who have gotten
up early for their shopping spree.

		RADIO
		(Spanish)
		 (continuing)
	... An important military action is
	developing along a 35-kilometer
	stretch of the Central Highway.
	Numerous enemy garrisons are left
	with two alternatives, surrender or
	annihilation...

One full block away, Bussetta rides in the front seat of the
dark Mercury, driving slowly, giving Michael his privacy,
but never letting him out of Bussetta's sight.

CLOSE ON MICHAEL

watching.

MICHAEL'S VIEW

Shopkeepers happily luring the tourists into their shops in
broken English.  Havana is prosperous.

		RADIO
		(continuing)
	... Victories in war depend on a
	minimum on weapons and to a maximum
	on morale...

VIEW ON MICHAEL

glances back to the dark car following him.  In a moment, it
pulls up to him, and he gets into the back seat.

EXT. AMERICAN MILITARY MISSION - VIEW ON MICHAEL - DAY

standing by his car, looking through the cyclone fencing
that borders this military training camp operated by the
American Army near the city.

		RADIO
	... War is not a simple question of
	rifles, bullets, guns and planes...

CLOSER VIEW INTO THE CAMP

EXT. HAVANA STREET - DAY

A street singer, followed by a guitarist sings Jose Marti's
words of "Guantanamera." It is solemn, as though it is a
song of protest, a song of the revolution.

Nearby, in a restaurant, Michael has lunch with Fredo.

		MICHAEL
	How is your wife, Fredo...your
	marriage?

		FREDO
		(eating)
	You know her; drives me crazy, one
	minute she's a popsicle, the next
	she's all vinegar.  Sometimes I
	think... I think - I should a
	married someone, like you did.  To
	have kids, to have a family.

Michael turns, distracted for a moment at something the
singer has sung.

		MICHAEL
	"Yo soy un hombre sincero..."
	I am a sincere man,
	From the land of the palms...

		FREDO
	What's that?

		MICHAEL
	The song.  Are you sincere with me,
	Fredo?

		FREDO
	Sincere.  What are you talking
	about, of course I'm sincere with
	you, Mike.

		MICHAEL
	Then I'm going to confide in you;
	trust you with something.

		FREDO
		(Sicilian)
	Mike, are you crazy, I'm your
	brother.

		MICHAEL
	Tonight we've been invited to a
	reception at the Presidential
	Palace; to bring in the New Year.
	You and I will go in a special car
	that's being sent.  They'll have
	cocktails... then dinner, and a
	reception with the President.  When
	it's over, it will be suggested
	that you take Questadt and his
	friends from Washington to spend
	the night with some women.  I'll go
	home alone in the car; and before I
	reach the hotel, I'll be
	assassinated.

		FREDO
	...Who?

		MICHAEL
	The same man who tried in Nevada...
	Hyman Roth, not Pentangeli.

		FREDO
	But, you told me yourself...

		MICHAEL
	It was never Pentangeli... I've
	always known that.  It was Roth all
	along.  He talks to me as a son; as
	his successor, but the old man
	thinks he'll live forever.

		FREDO
	What do you want me to do?

		MICHAEL
	To go tonight, with me, as though
	we know nothing.  I've already made
	my move.

		FREDO
	What is it?  Can I help?

		MICHAEL
	The old man will never bring in the
	New Year.

Fredo realizes what he means; looks immediately to Bussetta,
who had been sitting near the door and the musicians.  He is
gone.

INT. HOTEL CORRIDOR - MOVING VIEW ON BUSSETTA - NIGHT

The first time ever away from Michael, moving toward us
quickly.  He stops, knocks on the door of Roth's suite.
Then quickly for a man his size, he moves without noise to
the adjoining door, opens it with a key, and disappears
inside.

A moment elapses on the empty corridor, and then a roused
Johnny Ola, opens the first door.  He steps out into the
corridor, to see who had knocked.  Confused, he is about to
return inside, when Bussetta easily breaks his neck in two
from behind.

INT. THE SUITE - MED. VIEW - NIGHT

as Bussetta quietly pulls the limp body of Johnny Ola, his
head bent at an impossible angle, and lays it at the foot of
the couch.

EXT. PRESIDENTIAL PALACE - NIGHT

Guards who are regular troops patrol the Palace in twos,
carrying machine weapons.

Now an elite officer, checks the identification of the
various cars carrying dignitaries, as they are driven up to
the Palace.  The one being inspected at the moment contains
Fredo and Michael.  We can see the beautifully dressed
people on their way to the reception, and sense the cheerful
mood of this New Year's Eve.

INT. THE SUITE - NIGHT

Bussetta bends over Ola's body, tying the wrists and knees
with electrical extensions.  He then easily carries the body
to the small balcony which all the rooms have.

EXT. THE BALCONY - NIGHT

Bussetta swings the body over the side of the balcony
railing; tying the extension cord to the railing, and
suspending the body so that it is invisible both from the
inside and out during the night.

INT. PRESIDENTIAL PALACE - VIEW ON THE MAIN FOYER - NIGHT

The PRESIDENT, his WIFE and six oldest CHILDREN great
formally the many beautifully and affluently dressed guests.
He speaks to them in Spanish, as one by one they file to him.

Michael and Fredo are presented in a group with several
other Americans, including several of the American
businessmen with interests in Cuba.

EXT. STREETS OF HAVANA - MED. VIEW - NIGHT

The excitement of the night is beginning to build; people
are out in the streets; poor people, but they are
enthusiastic and lively.

NEW VIEW

Traffic stops, as an ambulance speeds its way to a hospital;
SIREN going.

INT. THE SUITE - NIGHT

Bussetta delicately picks up a small satin cushion that had
fallen from the couch, and replaces it as though nothing had
happened.  Slowly he cracks the door open which adjoins
Roth's bedroom.  There is a slight commotion; whispered
voices.

BUSSETTA'S VIEW

Terri, Mrs. Roth, is crying.  A group of men lift Hyman
Roth's frail body onto a stretcher.

CLOSE ON BUSSETTA

realizes that this is the man he is to kill.

CLOSER VIEW ON ROTH

He is alive; breathing hard with his mouth dry and open.
The doctor examines him, and then gives instructions to the
orderly who carries him out, presumably to the ambulance.

Bussetta closes the door on this VIEW.

INT. PRESIDENTIAL PALACE - NIGHT

An orchestra plays for the guests, as an army of waiters
serve champagne and hors d'oeuvres.  Michael relaxes with
Senator Geary, Major Leon, and several of the Americans.

		QUESTADT
	The embargo on arms shipments from
	the U.S. to your government, was
	just a necessary public relations
	move... Only last month, your air
	force received a major shipment of
	rockets...

Michael glances at his watch; Fredo concentrates on this.

		SENATOR GEARY
	We believe in non-intervention...
	but the agreement stipulates that
	our forces may be withdrawn... but
	as you've seen, we have not
	withdrawn them.

		CORNGOLD
	And my guess is that President
	Eisenhower won't pull out while we
	have over three billion invested
	over here.

		MICHAEL
	Fredo.  Where are you going?

		FREDO
	Nowhere, Mike.  I wanted to get a
	refill.  How about you?

EXT. HAVANA HOSPITAL - MED. VIEW - NIGHT

The ambulance makes its way up to the emergency section of
the hospital.  The orderlies quickly carry the old man
inside.  His wife and the doctor, and several of his men,
follow in another car.

THE VIEW ALTERS

and we see Bussetta waiting in the shadows.

EXT. HAVANA STREETS - NIGHT

The growing crowds of Cubans begin their celebration.

NEW VIEW

A Cuban military detachment speeds along in the night,
motorcyclists clear a path through the celebrants.

INT. PRESIDENTIAL PALACE - FULL VIEW - NIGHT

A full sitdown dinner is being served the guests.  Michael
sits at a table at dinner with several of the distinguished
Cubans, and some of the American businessmen.

		QUESTADT
	What's kept Mr. Roth?

Fredo looks up at Michael.

In the back of the room, we notice the detachment of military
moving quickly through the reception room on their way to
the President's private quarters.  Michael notices it as well.

INT. THE HOSPITAL CORRIDOR - FULL VIEW - NIGHT

The activity at the end of the hall has come to rest; we can
tell that the doctor tells Mrs. Roth that she should go, the
old man will be taken to a room where he can rest.
Gradually, these people leave him in the care of the hospital
staff.

Bussetta watches from the distance of the hallway; after the
old man has been moved, he quietly walks down the hallway to
the room.

HIS VIEW

A nurse sits in the room in attendance; Hyman Roth is
asleep, his mouth wide open, breathing noisily.

VIEW ON BUSSETTA

hears footsteps, quickly steps away from the door, and into
another room.

Some nurses and attendants speak to the nurse in the room in
Spanish; one has brought a small bottle of wine, and
obviously they are inviting the nurse to have a New Year's
toast with them.  They laugh; and the nurse steps away from
the room for a moment.

Bussetta moves slowly back into the room, alone with the
helpless Roth.

INT. PRESIDENTIAL PALACE - FULL VIEW ON THE GUESTS - NIGHT

seeing in the New Year; a great banner is hoisted up in
Spanish, welcoming 1959.

Hands are shaken; kisses exchanged.

MED. CLOSE VIEW

Michael and Fredo in an embrace; they kiss one another.

		MICHAEL
	I've arranged for a plane; we're
	going to Miami in an hour.  Try not
	to make a big thing of it.

He kisses his brother once again.

		MICHAEL
		(Sicilian)
	I know it was you, Fredo.  You've
	broken my heart.

Slowly, understanding, Fredo backs away from his brother,
taking the kiss another way.

A little distance away, Major Leon notices an old woman, one
of the President's maids, moving across the alcove, carrying
her suitcases.

		LEON
	What a pity; she's crying.  Must
	have been fired, and she's been
	with the President's family for
	twenty years.

EXT. HAVANA STREETS - NIGHT

The gathered crowd joyously welcomes the New Year.  We
notice the continual military movement.

MED. VIEW

A family surreptitiously leaves their home, carrying
suitcases and belongings.

INT. ROTH'S HOSPITAL ROOM - NIGHT

Bussetta raises a hospital pillow, and easily begins to
smother the thin old man, who can barely struggle.

OUT IN THE HALL

A detachment of military move quickly, accompanied by some
of Roth's men, as though they have important news that must
be dealt with.

They pass the small group of aides and nurses welcoming the
New Year.

Seeing them, the nurse assigned to him, puts down her glass
and moves quickly to the room.

She opens the door, and lays bare the sight of Bussetta
smothering Roth.  Bussetta turns quickly; and one of the
military takes out his pistol and shoots several times at
his head.

INT. PRESIDENTIAL PALACE - NIGHT

The entire reception has been disrupted for an announcement;
all the guests in their formal dress and evening gowns,
standing with frightened faces like first class passengers
on a doomed ship.  The President himself, his back to our
VIEW, is making an announcement in Spanish.  While he
speaks, we notice continuous movement of his personal staff,
carrying suitcases and possessions.

		PRESIDENT
	...Because of serious setbacks of
	our troops in Guantanamo and
	Santiago, we feel reluctantly, that
	we must leave the Capital at once.
	Myself and my family must bid you
	goodbye, and good fortune.  We will
	go directly to Ciudad Trujillo.

The crowd is stunned; already whispers are moving throughout
the guests.

The only one who is not completely taken off guard is
Michael, who quietly steps back, and disappears from the room.

		PRESIDENT
	...My only regret is that there
	could not have been more warning...
	As my last official act as
	President, I hereby appoint a
	provisional government with Dr.
	Carlos M. Piedra, as its President.

By now, there is only one thought among the guests: how can
they get out, and with what.

EXT. PRESIDENTIAL PALACE - NIGHT

We see evidence of the confusion at this late hour; already
cars are beginning to move; people leaving the Palace in
haste.  Michael moves quickly toward his car.  He sees
Fredo, watching him in fear.

		MICHAEL
	Come with me.  It's your only way
	of getting out!

VIEW ON FREDO

Terrified of his brother, and what he knows; Fredo backs
away into the growing noise and confusion of the crowd.

VIEW ON MICHAEL

Finally, he has to step into the car and it roars off.

EXT. HAVANA STREETS - NIGHT

Rebel cars with loudspeakers have already picked up the news
that Batista has conceded...this throws the crowds already
gathered for the New Year into cheers of joy.

They harass a wealthy family who are trying to get away in
their car.

The people pull them out of the car, opening their suitcases,
out of which spill piles of cash and jewelry into street.

Michael's car makes its way as the crowd cheers: "El animale
se fue!"

EXT. THE UNITED STATES EMBASSY - MED. VIEW - NIGHT

Crowds of panicked and frightened tourists, and Batistianos
are trying to get to the safety of the Embassy with the
families and possessions.

We see Geary, and some of the Americans we had met, working
their way through the crowds, shouting that they are
Americans in order to get preference on the line.  Often
that declaration brings 'boos' from the crowds.

Sometimes the joyous Cubans will let a family through, but
again, taking away the suitcases, rich leather, filled with
money and valuables.  Money seems to be stuffed everywhere.

EXT. THE YACHT CLUB - NIGHT

All forms of private transportation are jammed with people
trying to get out, holding cash in their hands for anyone
with a yacht or small boat to get them to Florida.

A car pulls up; and we see Sam Roth, Terri Roth and some of
their men, carry the sickly, but still alive Hyman Roth to a
private cruiser which is protected by men with machine guns.

Within seconds, they are on their way to Miami.

EXT. THE PRIVATE AIRPORT - NIGHT

Things are no different at the airport; where anything that
can fly is being jammed with refugees and their money.

A wealthy family is arguing with the pilot of a fast
airplane; trying to force cash on him, and his family into
the plane.  The PILOT steadfastly refuses, although checking
his watch, as though his passengers are late.  He speaks
only English.

		PILOT
	No, this is a private plane.  No,
	this plane is taken.

Finally Michael's Mercury pulls up, and Michael approaches
the Pilot.

		MICHAEL
	He isn't here.

		PILOT
	We've got to leave, they'll take
	this thing apart.

		MICHAEL
	All right.  Go now.

The Pilot lets Michael in, as the Cuban screams curses at
them, and begins searching for another plane for his family.

INT. THE PLANE - VIEW ON THE PILOT - NIGHT

as the propeller turns over.

EXT. THE AIRPORT - FULL VIEW - NIGHT

Groups of the cheering, celebrating Cubans sing
"Guantanamera," now as a song of triumph.

INT. THE PLANE - MOVING VIEW - MICHAEL - NIGHT

Closer to him, his personal and business life caught in the
middle of history.

EXT. NEW YORK STREET - MED. VIEW - DAY (1920)

He stops to pick out some choice oranges and peaches from a
fruit stand.  Then he reaches into his pocket for change.

		VENDOR
	No, no.  It is my pleasure to make
	this a gift.

CLOSE VIEW ON VITO

		VITO
	You are kind.  If ever I can do
	something for you, in return,
	please come to me.

INT. VITO'S TENEMENT - DAY

Despite his new position of 'respect,' there is little
changed about his home.  Only that they have lived there a
while now, and the rooms are fuller with the inevitable
possessions a young family acquires.

He kisses his wife, who seems a big apprehensive.  He shows
her the fruit; and from her reaction knows she has something
on her mind.

		VITO
		(Sicilian)
	What is it?

		CARMELLA
		(Sicilian)
	Come...

They step into the tiny parlor, where we see an older woman,
waiting nervously.

		CARMELLA
	The Signora is a friend of mine.
	She has a favor to ask of you.

		VITO
		(Sicilian)
	Why do you come to me?

		SIGNORA COLOMBO
		(Sicilian)
	She told me to ask you.

He seems surprised; looks to his wife.

		CARMELLA
	She is having some trouble.  Her
	landlord has received complaints
	because of her dog.  He told her to
	get rid of it, but her boy loved
	it, so they tried to hide it.  When
	the landlord found out, he was so
	angry, he ordered her to leave.
	Even if she truly will let the dog
	go.

		SIGNORA COLOMBO
		(Sicilian)
	He said he would have the police
	put us out.

		VITO
		(thoughtfully)
	I can give you some money to help
	you move, is that what you want?

		SIGNORA COLOMBO
	My friends are all here; how can I
	move to another neighborhood with
	strangers?  I want you to speak to
	the landlord to let me stay.

Vito nods to the frightened old woman.

		VITO
	It's done then.  You won't have to
	move; I'll speak to him tomorrow
	morning.

Carmella breaks into a smile; which her husband des not
acknowledge.

The old woman starts to leave the room; but she is not
convinced.

		SIGNORA COLOMBO
	You're sure he'll say yes, the
	landlord?

		VITO
	I'm sure he's a good-hearted fellow.
	Once I explain how things are with
	you, I'm sure he'll take pity on
	your misfortunes.  Don't let it
	trouble you any more.
		(as he shows her out)
	Guard your health, for the sake of
	your children.

EXT. TENEMENT BLOCK - DAY

SIGNOR ROBERTO, a pompous, rather well-dressed Patrone
angrily walks down the steps of one of his tenement buildings.

He carries a check list, and makes marks with a pencil
concerning the condition of his various buildings; a broken
window here, some missing tile there.  He bends over to pick
up some garbage left by a thoughtless tenant, muttering to
himself, when he sees the shoes and legs of a young worker.

		VITO (O.S.)
	Signore Roberto...

He rises to be face to face with a polite Vito Corleone.

		VITO
	The friend of my wife, a poor widow
	with no man to protect her, tells
	me that for some reason she has
	been ordered to move from your
	building.  She is in despair.  She
	has no money, she has no friends
	except those that live here.

Signor Roberto brusquely answers, and continues on his way.

		ROBERTO
	I have already rented the apartment
	to another family.

MOVING SHOT ON THE TWO

		VITO
	I told her I would speak to you,
	that you are a reasonable man who
	acted out of some misunderstanding.
	She has gotten rid of the animal
	that caused all the trouble, so why
	shouldn't she stay.  As one Italian
	to another, I ask you the favor.

		ROBERTO
	I've already rented it; I cannot
	disappoint the new tenants.  They're
	paying a higher rent.

		VITO
	How much more a month?

		ROBERTO
	Eh...
		(we sense he is lying)
	Five dollars more.

Vito reaches into his pocket, and takes out a roll of bills.

		VITO
	Here is the six month's increase in
	advance.  You needn't speak to her
	about it, she's a proud woman.  See
	me again in another six months.
	But of course, you'll let her keep
	her dog.

		ROBERTO
	Like hell!  And who the hell are
	you to give me orders.  Watch your
	manners or you'll be on your
	Sicilian ass in the street there.

Vito raises his hands in surprise; his voice is reasonable.

		VITO
	I'm asking you a favor, only that.
	One never knows when one might need
	a friend, isn't that true?  Here,
	take this money as a sign of my
	good-will, and make your own
	decision.  I won't quarrel with it.
		(he puts the money in
		Roberto's hand)
	Do me this little favor, just take
	it and think carefully.  Tomorrow
	morning if you want to give me the
	money back, by all means do so.  If
	you want the woman out of your
	house, how can I stop you?  It's
	your property, after all.  If you
	don't want the dog in there, I can
	understand.  I dislike dogs myself.
		(he pats Roberto on
		the shoulder)
	Do me this service, eh?  I won't
	forget it.  Ask your friends in
	this neighborhood about me, they'll
	tell you I'm a man who believes in
	showing his gratitude.

Without a word more, Vito leaves a hypnotized Roberto
standing in front of the tenement, his hand clasping the
money.

EXT. NEIGHBORHOOD STREET - DAY

A thin young man, almost gawky, walks down the street in
this Italian neighborhood, his name is HYMAN SUCHOWSKY.

He carries his tools as he comes home from work.  He is
pursued and tormented by a couple of Italian youths, about
his own age, eighteen.

		ITALIAN BOY
	Kid, where do you live?

		ANOTHER
	Where'd you get those nigger lips?

He tries not to be intimidated; finally one of the boys,
steps in front of him and stops him.

		ITALIAN BOY
	Say 'bread' in Italian.

		ANOTHER
	He dunno.

		ITALIAN BOY
	Go on; how do you say 'bread' in
	Italian?  If you're from the
	neighborhood, you should know how
	to say 'bread' in Italian.

An amused Peter Clemenza steps forward from a local coffee
house, to preside over the fuss.  He's a 'big' man in the
neighborhood, and loves a fight.

		CLEMENZA
	What's up?

		ITALIAN BOY
	This kid lives around here, but he
	can't say bread in Italian.

		CLEMENZA
	That's 'cause he's Jew.  Look at
	those pregnant lips!

He giggles at his own joke.

		ITALIAN BOY
	Are you a Jewboy?

The boy doesn't answer, tries to keep going.

		ITALIAN BOY
	Well, if you're not a Jew, say
	'bread' in Italian.  See, he can't.

And with that, he rounds a blow squarely to the boy's face,
sending him sprawling to the cement, his tools flying with a
clatter.

The other Italian immediately joins in with a few kicks to
the boy's stomach.  Hyman tries to fight back; grabs a hold
of his tormentor's foot, and brings him down on the cement
as well.  For a moment, they are rolling around on the
sidewalk, two against one, Hyman taking the worst of it.

		CLEMENZA
	Alright, alright, cut it out.

		SECOND ITALIAN
	What for?  He killed Jesus Christ!

Clemenza pulls him off, and kicks him in the ass.

		CLEMENZA
	I said cut it out!
		(to the beaten kid)
	What's your name?

		HYMAN
	Hyman Suchowsky.

		ITALIAN BOY
	I don't believe it.  In our
	neighborhood, with a name like that!

		CLEMENZA
	What are those tools?  You work on
	cars?

		HYMAN
	Yeah.

		CLEMENZA
	Maybe I know how you can make a
	couple of extra bucks working as a
	mechanic.

The boy seems agreeable.

		CLEMENZA
	But you gotta know how to keep your
	mouth shut, and fer Chrissakes, get
	rid of that name.  I'll call you
	Johnny Lips.
		(he giggles at his
		own humor again)
	Come on...

He leads the boy down the street, whispering to him, on the
side:

		CLEMENZA
	Bread in Italian is pane.  P-A-N-E,
	pane.  Don't forget.

INT. NEW GENCO WAREHOUSE - DAY

A newly acquired warehouse, stocked with cases of the new
product "GENCO PURA" olive oil.  It is the beginning of a
new business, in the American tradition.  Now they have one
rattling old truck, and a few stock boys.

Genco has become the accountant-business manager, based on
the experience working with his father.  But it is clear,
that Vito is the leader, and undisputed 'President' of the
new enterprise.

Genco moves through the darkness of the warehouse, to the
small divided area that Vito uses as his office.

		GENCO
		(Sicilian)
	The 'patrone' is here.

		VITO
	Chi?

		GENCO
	Roberto.  Who owns the 'rat-holes.'

Vito nods that he will see him; and soon Roberto enters, on
tiptoe, his hat in his hand, and in a apologetic voice.

		ROBERTO
	Excuse me, I hope I am not a
	disturbance, Don Corleone.

		VITO
	Yes.

		ROBERTO
	What a terrible misunderstanding.
	Of course, Signora Colombo can stay
	in the flat.  Who were those
	miserable tenants to complain about
	noise from a poor animal...when
	they pay such low rent.

Then abruptly, he puts the roll of money on Vito's table,
and steps back a respectful distance.

		ROBERTO
	Your good heart in helping the poor
	widow has shamed me, and I want to
	show that I, too, have some
	Christian charity.  Her rent will
	remain what it was.

		VITO
	What was that?

		ROBERTO
	In fact, reduced, bu five dollars!

Vito embraces him warmly.

		VITO
	I accept your generosity...

		ROBERTO
	I won't keep you another minute...

He quickly takes his leave, bowing several times, and then
makes it back to the safety of the warehouse; he sighs,
deflates his lungs, and mops his brow; his bones have turned
too jelly with fear at his narrow escape.  He all but runs
out of the warehouse.

Genco laughs as he watches.

		GENCO
	We won't see him for weeks!  He'll
	stay in bed in the Bronx!

Clemenza has been waiting with his new mechanic.  We notice
the subtle difference in the way he treats Vito.  He is no
longer a junior apprentice in their petty crimes; but an
imposing leader.

		CLEMENZA
	This kid is good with cars; he
	kiijed at the truck, and says he
	can keep it going.

Vito looks over the lanky young man.

		CLEMENZA
	What's your name?

		HYMAN
	Suchowsky.  Hyman Suchowsky.

		CLEMENZA
	He's gonna dump that; I call him
	Johnny Lips.

		VITO
	Who is the greatest man you can
	think of?

		CLEMENZA
	Go on, answer him when he talks to
	you.  Tell him: Columbus, Marconi...
	Garibaldi.

		HYMAN
	Arnold Rothstein.

		VITO
	Then take that as your name: Hyman
	Rothstein.

Genco is out in the alley; he calls out with glee.

		GENCO
	Vitone!  Look at this!

Vito moves out to the smiling Genco; Clemenza and the newly
christened Hyman Rothstein follow a distance behind.

EXT. THE ALLEY - DAY

Genco stands beaming, as two workers raise up high, the
freshly painted sign: "GENCO OLIVE OIL COMPANY."

		GENCO
		(enthusiastically)
	God bless America!  We're in
	business!

The young men watch as the sign is hoisted into place.  OUR
VIEW goes from one to the other: Clemenza, Genco, Vito and
Hyman Rothstein.

						DISSOLVE TO:

INT. SENATE CAUCUS ROOM - MED. CLOSE VIEW - DAY

Willy Cicci, Pentangeli's associate and bodyguard takes a
drink of water.

		SENATOR (O.S.)
	Mr. Cicci.  From the year 1927 to
	the present time, you were an
	employee of the "Genco Olive Oil
	Company."

		CICCI
	That's right.

		SENATOR (O.S.)
	But in actuality, you were a member
	of the Corleone Crime organization.

		CICCI
	The Corleone Family, Senator.  We
	called it, "The Family."

		SENATOR (O.S.)
	What position did you occupy?

		CICCI
	At first, like everybody, I was a
	soldier.

VIEW ON SENATOR KANE

A thin, angular Baptist with a Mid-Western accent.

		SENATOR KANE
	What is that exactly?

		CICCI
	A button.  You know, Senator.

		SENATOR KANE
	No, I don't know, explain that
	exactly.

		CICCI
	When the boss says push the button
	on a guy, I push the button, see,
	Senator?

The Senators treat Cicci with a surface courtesy, as if he
were a curious kind of animal, not really human.  Cicci
reacts to this by being even more brutally forthright than
he has to be, to show his contempt for what he considers a
hypocrisy.

The VIEW ALTERS from Senator Kane to the Committee's
attorney, Mr. Questadt.

		QUESTADT
	You mean you killed people at the
	behest of your superiors?

		CICCI
	That's right, counsellor.

		QUESTADT
	And the head of your family was
	Michael Corleone.

		CICCI
	Yeah, counsellor, Michael Corleone.

		SENATOR KANE
	Did you ever get such an order
	directly from Michael Corleone?

		CICCI
	No, Senator, I never talked to him.

		SENATOR SAVOY
		(very autocratic,
		deep South,
		gentlemanly man)
	There was always a buffer, someone
	in between you who gave you orders.

		CICCI
	Yeah, a buffer, the Family had a
	lot of buffers.

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

A limousine pulls up at a private area near the side of the
hotel.  Michael exits the limousine followed by Hagen and
Neri.

		MICHAEL
	Do you think they have somebody to
	back up Cicci?

		HAGEN
	No.  But if they do have somebody,
	you'll do three years for perjury
	if you give them so much as a wrong
	middle name.

Michael smiles to him, but it's a cold, deadly smile.

		HAGEN
	Michael, take the Fifth all the
	way, that way you can't get into
	trouble.

EXT. PRIVATE BALCONY OF CORLEONE APARTMENT AT TROPICANA - DAY

A Corleone bodyguard waits outside on the balcony overlooking
the pool area.  Through the translucent draperies, we see a
grouping of me.

INT. CORLEONE APARTMENT AT THE TROPICANA - DAY

Michael, Hagen, Neri and Rocco are seated in this luxury in
the hotel.  Michael sits in a comfortable chair in his
apartment.  Neri comes and brings him a drink without
asking, but Michael refuses it.

		MICHAEL
	Al, get me a wet towel.  Does Kay
	know I'm back?

Hagen nods.

		MICHAEL
	Did the boy get something from me
	for Christmas?

		HAGEN
	I took care of it.

		MICHAEL
	What was it, so I'll know.

		HAGEN
	A little care he can ride in with
	an electric motor.

Neri comes around with a wet face towel, which Michael uses
to cool his eyes.  He puts the used towel down on the table.

		MICHAEL
	Fellas, can you wait outside a
	minute?

They know what he means and leave the apartment, going out
to the balcony where we can see them but they cannot hear.
Only Hagen remains.

		MICHAEL
	Where's my brother?

		HAGEN
	Roth got out on a private boat.
	He's in a hospital in Miami.  Had a
	stroke but he's recovered okay.
	Bussetta's dead.

		MICHAEL
	I asked about Fredo?

		HAGEN
	The new government arrested him,
	held him for a couple of days with
	a lot of the other casino people,
	including Roth's brother, Sam.  The
	American Embassy arranged flights
	for citizens; I'm not sure, but I
	think he's somewhere in New York.

		MICHAEL
	I want you to reach Fredo.  I know
	he's scared, but have one of our
	people reach him.  Assure him that
	there will be no reprisals.  Tell
	him that I know Roth misled him.

		HAGEN
	My information is that Fredo
	thought it was a kidnapping.  Roth
	assured him nothing would happen to
	you.

		MICHAEL
		(indicating Rocco and
		Neri on the balcony)
	They can come in now.

		HAGEN
	Wait... there's something else.

		MICHAEL
	Alright.

Hagen pauses; doesn't know how to begin.

		MICHAEL
		(impatiently)
	Go on, tell me.

		HAGEN
	Kay had a miscarriage; she lost the
	baby.

After a moment:

		MICHAEL
	Was it a boy or a girl?

		HAGEN
	Mike, at three and a half...

		MICHAEL
	What is it, can't you give me
	straight answers anymore!

		HAGEN
	It was a boy.

		MICHAEL
	And Kay...she's all right?

		HAGEN
	She took the Senate Investigation
	worse.

		MICHAEL
	Does she blame it on me?  The baby?

		HAGEN
	I don't know.

EXT. TAHOE ESTATE - DAY

The first snow of the New Year has fallen; the trees are
bare, and there is hush all over this part of the Sierras.
Michael is driven in his car, looking out at the familiar
sight of the home he has been forced to be away from.

VIEW ON MICHAEL

looking out from his window.  The last time he had seen the
estate it was warm, and the trees were full.

MOVING VIEW

approaching the great stone gates; closed.  The bodyguards
are not readily visible, but they are there.  The iron gates
are opened, and one of the men makes a simple nod of respect,
as the car pulls in.

NEW VIEW

Inside the estate, the private roads have been freshly
plowed, and occasionally a worker will pause to watch the
car as it passes.

The Grandchildren are in school now, and so the estate is
especially quiet.  Although there are signs that children
live here; a bicycle, a sled, a swing and gymnastic set, wet
and with a rim of snow still on it.

INT. MICHAEL'S HOUSE - VIEW FROM INSIDE THE HOUSE - DAY

to the outside, where Michael walks slowly.  He stops and
looks at a little Italian red sportscar made for children.

NEW VIEW

The front door opens, and Michael enters his own home.  It
is very quiet, no one is at home to greet him.  He can see
the evidence of his family; things his wife and his children
have been using, and left on a sofa or a table.

He moves toward his and Kay's bedroom, where we can HEAR the
SOUND of a sewing machine running.

Quietly he opens the door.

MICHAEL'S VIEW

into the bedroom.  Kay is sitting by the window, lit by the
cold afternoon light, at work with her sewing machine.  She
hasn't noticed that he's in the room yet, and goes on with
her work.

VIEW ON MICHAEL

stands there a moment, watching, not making a sound.  And
then without a word, he steps back, and closes the door, so
that she doesn't see him.

VIEW FROM INSIDE THE HOUSE

onto Michael, moving outside, walking through the snow, he
moves to the house next to his own.

INT. CONNIE'S HOUSE - DAY

This is the house where Mama lives with Connie's children,
Connie so rarely is there.

He steps in; his mother is asleep in a chair in the living
room.  He moves to her, and bends low, whispers.

		MICHAEL
	Mom... Mom...

She opens her eyes, which are red and small with age.

		MICHAEL
		(Sicilian)
	It's Michael.  How are you, Mom?

		MAMA
		(Sicilian)
	I'm alright.  Will you stay home
	for awhile?

		MICHAEL
		(Sicilian)
	There are still things I have to do.

		MAMA
		(Sicilian)
	Well, we can all have a nice dinner
	together tonight.  How are your eyes?

		MICHAEL
	Alright.  They bother me once in
	awhile.
		(a pause as he thinks)
	Tell me, when Pop had troubles...
	did he ever think, even to himself,
	that he had gone the wrong way;
	that maybe by trying to be strong
	and trying to protect his family,
	that he could... that he could...
	lose it instead?

		MAMA
		(Sicilian)
	You talk about the baby.  She can
	have another baby.

		MICHAEL
		(Sicilian)
	No, I meant lose his family.

		MAMA
		(as best she ever
		understood it)
	Your family?  How can you ever lose
	your family?

		MICHAEL
		(almost to himself)
	But times are different...

FULL VIEW IN ROOM - MICHAEL AND HIS MOTHER

Quietly we HEAR the music of a small band playing an Italian
march.  From the orchestration, we know it is from the past.

						DISSOLVE TO:

EXT. TRAIN STATION AT CORLEONE - DAY

Vitone and his young family: Mama, Santino, Fredo and the
baby Michael are met at the small station in Sicily by
friends, and Mama's relatives.  There is a small band,
playing for the occasion.  A small man has brought a motor
car to pick the family up; and there are certain dark men,
with shotguns slung over their shoulders to preside over the
occasion.

The family is helped into the car; the luggage is packed on
the roof, and the car drives off.  The second car, with
bodyguards following.

EXT. DON TOMASINO'S VILLA OUTSIDE OF CORLEONE - DAY

The villa is bloomed with flowers and DON TOMASINO at this
point is a man in his late twenties.  He embraces Vitone and
pats the heads of his children, and leads them all into the
garden.

INT. THE VILLA - SUMPTUOUS MED. VIEW - LATE DAY

A sumptuous table is set for the visiting family from
America.  There is a warm atmosphere as Vito, his wife and
children eat.  Tomasino and his family received presents
from Carmella and to Tomasino's mother, and gifts are given
to all of the children.

All typically American representing some of the prosperity
and interests in the consumer goods that followed a great war.

EXT. CORLEONE PLAZA - DAY

The family exits the church on the plaza of the town.  Vito
shakes hands warmly with the priest.

INT. VILLAGE COTTAGE - NIGHT

The door is open -- the footsteps of a man enter the room.
We follow these footsteps without quite knowing to whom they
belong.  They lead us to a bed, where we see asleep an OLD
MAN.  He sleeps in his undershirt and is sweating, covered
by mosquito netting.

VIEW ALTERS

and we realize that it is young Vito looking at the MAN.

We remember that the man is MOSCA, one of three men, who
almost twenty years before had hunted down Vito when he was
a boy.  With lightning speed, Vito slashes through the
mosquito netting with a knife.  And with the movement
precise as a butcher's he disembowls this man.

EXT. OLIVE OIL WAREHOUSE - FULL VIEW

Vito has brought his wife and children to see the Olive Oil
Depot which is the link to his New York importing business.
They go inside.

INT. OLIVE OIL WAREHOUSE - DAY

They are led by one of Vito's associates through rows and
rows of large vats of olive oil.  Vito very proudly shows
his associates in Italy the olive oil can that will be used
in the United States.  They all stand around at the link to
their new importing business and share a toast of wine.

EXT. THE BAY - DAY

A team of Sicilian fisherman are at work mending their nets.
One sings accompanied by a guitar.

VIEW MOVES TO ONE OF THE OLD FISHERMAN

He is recognized as the second of the men who had hunted
Vito down.  STROLLO.  As he walks we notice there is a
figure that is moving through the drying sails and barrels,
it is Vito.  He moves quietly, stepping up behind the old
man.  In an instant, he has thrown a garrote around his
throat, twisting it tight, so that there is very little
sound.

Then, almost silently dragging him through the space hidden
by the drying sails.

EXT. THE IMPRESSIVE ESTATE OF DON FRANCESCO - DAY

We see an old car approach.  Its driver is the young Tomasino.
Sitting in the car with him is Vito.

The car stops at the gates, and an old guard sees and
recognizes Tomasino, opens the gates allowing them to enter.

MED. VIEW

on an almost decrepit DON FRANCESCO.  He must be in his
early nineties, sitting as powerful and as impressive as
ever, in his throne-like chair from which he manages the
power as the Mafia Chieftan of this village.  Young Don
Tomasino is speaking.

We notice in a little distance in the rear, there are some
younger shepherds with shotguns thrown over their shoulders.

		TOMASINO
		(Sicilian)
	Don Francesco, if you will honor
	me, by allowing me to introduce my
	associate in America, in New York.
	His name is Vito Corleone.

The old man and his eyes glance up at a notion of a man who
has taken the name of this town as his name.

		TOMASINO
	We will supply him with olive oil
	exclusively in the town of Corleone.
	His company is called the "Genco
	Olive Oil Company." Here we have
	brought you an indication of how he
	will sell the product.

Tomasino respectfully puts a can of olive oil where the old
man can look at it.  The old man nods, accepting the notion
of this business.

		TOMASINO
		(Sicilian)
	We have come to ask your blessing
	and permission to continue this
	enterprise.

		DON FRANCESCO
		(Sicilian)
		 (in a shrill, high,
		raspy voice)
	Where is this young man?

		TOMASINO
	He is right here, standing next to
	me, Don Francesco.

		DON FRANCESCO
		(Sicilian)
	Have him come closer, I can't see
	very well.

Vito takes those several steps, so that he is standing right
in front of the old man.

VIEW ON DON FRANCESCO

looking up, squinting against the sun.

DON FRANCESCO'S VIEW

Strangely backlit, almost blurry image of the young man from
America.

		DON FRANCESCO
		(Sicilian)
	What is your name?

		VITO
		(Sicilian)
	Vito Corleone.

		DON FRANCESCO
		(Sicilian)
	You took the name of this town, eh?
	What was your father's name?

		VITO
		(Sicilian)
	Antonio Andolini.

CLOSE VIEW ON THE OLD MAN

The recognition of the name throws a shudder through him.
It is as though he recognizes that this is the boy; the son
of his old enemy, whom he had killed, and whose sons he had
tried to wipe out.  The old man raises his feeble hands
signalling his guard, and in his weak voice, he shouts:

		DON FRANCESCO
		(Sicilian)
	Kill him!  Kill him!

But he is too late; Vito steps forward.

		VITO
		(Sicilian)
	In the name of my Father, and my
	Brother...

And uses the knife, ritualistically plunging it into the old
man's belly, and then up to his throat, which is severed.

VIEW ON TOMASINO

has drawn his pistol and quickly shoots one of the guards,
helping Vito to escape back into the motor car.

VIEW ON A GUARD

raising his shotgun.

VIEW ON THE MOTOR CAR

Just as Tomasino is about to get into the car, the shotgun
is fired, and he is hit in the legs.

Vito manages to pull him up into the car, and they make
their escape.

EXT. RAILROAD STATION IN CORLEONE - DAY

Some of the townspeople have come bringing flowers and gifts
for Vito and his family.

His wife is radiant with the flowers given her.

The train has arrived and the crowd shout "Ciao, come back
soon."

THE VIEW ALTERS

revealing his good friend Tomasino, waving from his
wheelchair.

VIEW ON VITO

and his wife.  She holds up the baby Michael, and helps him
wave his hand.

INT. SENATE CAUCUS ROOM - MED. CLOSE VIEW ON MICHAEL - DAY

		SENATOR KANE (O.S.)
	Are you the son of Vito Corleone?

		MICHAEL
	Yes.

		SENATOR KING
	Did he use at times an alias?  Was
	this alias in certain circles
	GODFATHER?

		MICHAEL
	It was not an alias.  GODFATHER was
	a term of affection, used by his
	friends, one of respect.

		SENATOR WEEKLER
		(Senator from New
		York, very smooth,
		partly liberal,
		Tammany Hall)
	Let me agree with that.  Many of my
	constituents are Italian and have
	been honored with that certain
	friendship by my close Italian
	friends.  Up to this point before I
	have to leave this hearing to join
	my own committee, let me say, that
	this hearing on the Mafia is in no
	way a slur on the Italians by the
	Senate; nor is it meant to be; nor
	will I allow it to be.  Italian
	Americans are the hardest working,
	most law abiding patriotic Americans
	of our country.  It is a shame and
	a pity that a few rotten apples
	give them a bad name.  We are here
	to weed those rotten apples out of
	the vast healthy barrel of Italian
	Americans, who are one of the
	backbones of our country.

There is a pause for a while, while the New York Senator
poses for the TV cameras and leaves the hearing so that he
will not be associated with hearing the rough stuff.

		SENATOR KANE
	I'm sure we all agree with our
	esteemed colleague.  Now, Mr.
	Corleone, you have been advised as
	to your legal rights.  We have had
	testimony from a preceding witness
	who states you are head of the most
	powerful Mafia family in this
	country.  Are you?

		MICHAEL
	No.

		SENATOR KANE
	This witness has testified that you
	are personally responsible for the
	murder of a New York Police Captain
	in the year 1947 and with him a man
	named Virgil Sollozzo.  Do you deny
	this?

		MICHAEL
	I deny his every charge.

		SENATOR KANE
	Is it true that in the year 1950
	you devised the murder of the heads
	of the Five Families in New York,
	to assume and consolidate your
	nefarious power?

		MICHAEL
	That is a complete falsehood.

		SENATOR KANE
	Is it true that you own a
	controlling interest in three of
	the major hotels in Las Vegas?

		MICHAEL
	That is not true.  I own some stock
	in some of the hotels, but only
	very small amounts.  I also own
	some American Telephone and IBM
	stock.

Michael had checked this point with Hagen, before answering,
and then once again after the answer.

		SENATOR ROGERS
	Why is it necessary for your
	counsel to advise you on that
	question?

		MICHAEL
	Senator, I've observed the head of
	General Motors before a Senate
	Committee, and his lawyer whispered
	in his ear.  That was not commented
	upon in the way you have just done.

		SENATOR KANE
	Mr. Corleone, do you have any hotel
	interests in the state of Arizona?
	Or any gambling interests in that
	state?

		MICHAEL
	I do not.

		SENATOR KANE
	Do you have interests or control
	over gambling and narcotics in the
	state of New York.

		MICHAEL
	I do not.

A pause.  Silence, as the Chairman whispers something to his
assistant.

Tom Hagen takes a paper out of his briefcase, and addresses
the Chair.

		HAGEN
	Senator, my client would like to
	read a statement for the record.

		SENATOR KANE
	I don't think that's necessary.

		HAGEN
	Sir, my client has answered every
	question asked by this committee
	with the utmost cooperation and
	sincerity.  He has not taken that
	Fifth Amendment as it was his right
	to do, and which because of the
	extreme legal complexity of this
	hearing, counsel advised him to do.
	So, I think in all fairness this
	committee should hear his statement
	and put it in the record.

		SENATOR KANE
	Very well.

At this point Senator Rogers contemptuously walks out of the
hearing room.

		MICHAEL
		(reading)
	In the hopes of clearing my family
	name, in the sincere desire to give
	my children their fair share of the
	American way of life without a
	blemish on their name and background
	I have appeared before this
	committee and given it all the
	cooperation in my power.  I consider
	my being called before this
	committee an act of prejudice to
	all Americans of Italian extraction.
	I consider it a great dishonor to
	me personally to have to deny that
	I am a criminal.  I wish to have
	the following noted for the record.
	That I served my country faithfully
	and honorably in World War II and
	was awarded the Distinguished
	Service Cross for actions in
	defense of my country.  That I have
	never been arrested or indicted for
	any crime whatsoever... that no
	proof linking me to any criminal
	conspiracy, whether it is called
	Mafia or Cosa Nostra or whatever
	other name you wish to give, has
	ever been made public.  Only one
	man has made charges against me,
	and that man is known to be a
	murderer, arsonist and rapist.  And
	yet this committee had used this
	person to besmirch my name.  My
	personal protest can only be made
	to the people of this country.  I
	can only thank God that in this
	country we have a legal system and
	courts of law to protect innocent
	people from wild accusation.  I
	thank God for our democratic due
	process of Law that shields me from
	the false charges made by this
	committee's witness.  I have not
	taken refuge behind the Fifth
	Amendment, though counsel advised
	me to do so.  I challenge this
	committee to produce any witness or
	evidence against me, and if they do
	not, I hope they will have the
	decency to clear my name with the
	same publicity with which they have
	now besmirched it.  I ask this
	without malice, in the interests of
	fair play.

The television cameras have documented this moment, as Hagen
hands the document over to the committee lawyer.

		SENATOR ROGERS
	We are all impressed.  The committee
	will now recess over the weekend.
	However, it will continue Monday
	morning, at eleven a.m.  At that
	time, this committee will then
	produce a witness directly linking
	Mr. Corleone to the charges we have
	made.  And then, Mr. Corleone may
	very well by liable for indictments
	of perjury.  However, this document
	will be made a matter of record.

EXT. ARMY POST - DAY

An army post somewhere in the East.  It is safely guarded.

INT. HOUSE ON THE POST - DAY

where Pentangeli is being held by his constant companions,
the two FBI MEN.

		PENTANGELI
	Ten to one shot, you said.  Ten to
	one shot in my favor, and I lose.

		FBI MAN #1
	Get a good night's sleep.  We got a
	new suit, new shirt, new tie, and
	I'm going to shave you myself.
	Tomorrow we want you to look
	respectable for fifty million of
	your fellow Americans.

		PENTANGELI
	My life won't be worth a nickel
	after tomorrow.

		FBI MAN #1
	We have a special home for you for
	the rest of your life.  Nobody gets
	near you.  You're not going any
	place.

		PENTANGELI
	Yeah, some deal I made.

		FBI MAN #2
	You live like a king.  You'll be a
	hero.  You'll live better in here
	than most people on the outside.

		PENTANGELI
	Some deal.
		(pause)
	I just wish Mike had took the Fifth.

		FBI MAN #1
	Why'd you do it, Frankie?  After
	all these years, why'd you turn
	against him?

		PENTANGELI
	I didn't turn against nobody; he
	turned against me.

EXT. THE BOATHOUSE ALCOVE - DAY

A somewhat frightened Fredo Corleone sits in the easy chair
overlooking the lake in this canopied section of the
boathouse.  Rocco sits with him.

INT. BOATHOUSE - DAY

Michael is in the dark room with Hagen and Neri.

		MICHAEL
	How did they get their hands on
	Pentangeli?

		HAGEN
	Roth engineered it, Michael.  He
	made Pentangeli think you hit him.
	Deliberately letting him get off
	alive.  Then the New York detectives
	turned Frankie over to the FBI.  My
	informants say he was half dead and
	scared stiff -- talking out loud
	that you had turned on him and
	tried to kill him.  Anyway, they
	had him on possession, dealing in
	heroin, murder one and a lot more.
	There's no way we can get to him
	and you've opened yourself to five
	points of perjury.

		NERI
	They've got him airtight.  He's in
	a military base, twenty-four hour
	guards.  Trying to kill him is like
	trying to like the President --
	it's impossible.

		MICHAEL
	What does Fredo know?

		HAGEN
	He says he doesn't know anything,
	and I believe him.  Roth played
	this one beautifully.

		MICHAEL
	Alright.  I'm going to go outside
	and talk to Fredo.

EXT. BOATHOUSE FOYER - DAY

Fredo sits on the couch.  When Rocco sees Michael, he
automatically takes his leave.  Michael sits in the chair
opposite Fredo.

		FREDO
		(after a pause)
	I don't have a lot to say, Michael.

		MICHAEL
	We have time.

		FREDO
	I was kept pretty much in the dark.
	I didn't know all that much.

		MICHAEL
	What about now, is there anything
	you can help me out with?

		FREDO
	I know they get Pentangeli, that's
	all I know.

Fredo gets up, walks to the glass panel that separates the
terrace from the lake.

		FREDO
	I didn't know it was a hit.  I
	swear to you I didn't know.  Johnny
	Ola contacted me in Beverly Hills --
	said he wanted to talk.  He said
	you and Roth were in on some big
	deal, and there was a place for me
	in it if I could help them out.
	They said you were being tough on
	the negotiation, and if they had a
	little bit of help, they could
	close it fast and it would be good
	for you.

		MICHAEL
	And you believed that story.

		FREDO
	He said there was something good in
	it for me...me on my own.

		MICHAEL
	I've always taken care of you.

		FREDO
	Taken care of me.  Mike, you're my
	kid brother, and you take care of
	my.  Did you ever think of that.
	Ever once?  Send Fredo off to do
	this, send Fredo to take care of
	that... take care of some little
	unimportant night club here, and
	there; pick somebody up at the
	airport.  Mike, I'm your older
	brother; I was stepped over!

		MICHAEL
	It's the way Pop wanted it.

		FREDO
	It wasn't the way I wanted it!  I
	can handle things.  I'm not dumb
	Christ, not like everyone says.
	I'm smart; and I want respect.

		MICHAEL
	There's nothing more you can tell
	me about this investigation?

		FREDO
	The lawyer; Questadt, he belongs to
	Roth.

		MICHAEL
	You're nothing to me now, Fredo;
	not a brother, not a friend, I
	don't want to know you, or what
	happens to you.  I don't want to
	see you at the hotels, or near my
	home.  When you visit our Mother, I
	want to know a day in advance, so I
	won't be there.  Do you understand?

Michael turns, and starts to leave.  A frightened voice
behind him:

		FREDO
	Mikey?

Michael doesn't stop, doesn't turn back.  He continues off
through the veranda, and out the summer doors.

Neri stops by him.

		MICHAEL
	I don't want anything to happen to
	him while my Mother's alive.

Michael leaves.

EXT. ARMY POST - DAY

Five cars brimming with Army guards and Agents are waiting
to move Pentangeli.  There is one empty car.

INT. GUARDED HOUSE - DAY

The two FBI Agents are helping Pentangeli get dressed.  He's
in brightly colored striped shorts and bare-chested.  The
Agents help him with the shirt and tie.  One holds out the
trousers but Pentangeli ignores it and looks at himself in
the mirror.

		FBI MAN #1
	Ready, Frankie.

		PENTANGELI
	Let's go.

The Agents open the door, and precede him, surveying the
area.  They check the cars waiting, each with two Agents.
They check the gate and note the military sentries.  Then
they stand aside, and let Pentangeli come out.  They get
close to his side, and it is obvious they will protect his
life with their own.

EXT. ARMY POST - DAY

The Agents put him in the front seat of the empty car, and
get in with him, one at each side.  Another Agent drives.
Now, the first cars start out; the Sentries opening the
gates, and letting the caravan pass.

An Army supply truck comes very close to them, and the
Agents next to Pentangeli become very tense.  Pentangeli
grins.  Then the truck passes on, and they relax.

INT. SENATE CAUCUS ROOM - DAY

The room is crowded with TV journalists, cameras, etc.  We
pick Pentangeli up, closely guarded, being led to witness
chair.

Pentangeli is seated, and made to take his oath.  FBI Agents
are all around him.

MED. VIEW

Anyone given entrance to the caucus room is being frisked.
The five Senators take their places.

VIEW ON HAGEN

waiting at his long table, very nervous.  He seems startled
by the appearance of Pentangeli.

VIEW ON PENTANGELI

catching Hagen's eye.  It's as though he is pleading for
some kind of understanding of the fact that he has become a
traitor.

VIEW ON HAGEN

cold; then he turns away.

VIEW ON THE ENTRANCE

The bustle is settling down; then Michael Corleone enters,
and with him is someone very peculiar and out of keeping for
this setting.  A burly-chested imposing man of middle age.
Very powerful-looking with frightening magnetic eyes.  His
dress is odd: boots, rough tie, and shirt.  He could be the
tenor out of a Sicilian opera.  He is clearly a country Don,
direct from Sicily, and he dominates the room.

VIEW ON PENTANGELI

At first his view is blocked.  Then he sees Michael and is a
bit shamefaced, but still defiant.

PENTANGELI'S POV

Michael returns his glances without emotion.  Then the VIEW
ALTERS, revealing the Sicilian.

VIEW ON PENTANGELI

He is terror stricken; obviously he recognizes the man.

VIEW ON HAGEN'S TABLE

Michael and the Sicilian sit by Hagen, where they can stare
directly at Pentangeli; he is frozen with fear.

VIEW ON THE SENATOR

Notices the tension in the room.  The Chairman commences:

		SENATOR KANE
	We have here a witness who will
	testify further on Michael
	Corleone's rule of the criminal
	empire that controls gambling in
	this country and perhaps in other
	countries.  This witness had no
	buffer between himself and Michael
	Corleone.  He can corroborate our
	charges on enough counts for this
	committee to consider a charge of
	perjury against Michael Corleone.
		(then he turns to Pentangeli)
	Your name please, for the record.

		PENTANGELI
	Frank Pentangeli.

		SENATOR KANE
	Were you a member of the Corleone
	Family?  Were you under the
	Caporegime Peter Clemenza, under
	Vito Corleone, known as the
	Godfather?

There is a long silence.

VIEW ON PENTANGELI

He seems unable to speak.

VIEW ON THE SICILIAN

gazing at him.

VIEW ON PENTANGELI

		PENTANGELI
	I never knew no Godfather.  I got
	my own family.

Senator Kane is stunned.  The two FBI men are alert, their
eyes searching the room for what has intimidated their
witness at the last moment.

		SENATOR KANE
	Mr. Pentangeli, you are
	contradicting your confessions to
	our investigators; I ask you again,
	were you a member of a crime
	organization headed by Michael
	Corleone?

		PENTANGELI
	No.  I never heard of it.  I never
	heard of nothing like that.  I was
	in the olive oil business with his
	father a long time ago.  That's all.

		SENATOR KANE
	We have your confession that you
	murdered on the orders of Michael
	Corleone.  Do you deny that
	confession and do you know what
	denying that confession will mean
	to you?

The die is cast and like a good soldier, Pentangeli will go
all the way now.  So he is brazen in his defiance of the
Senator.

		PENTANGELI
	The FBI guys promised me a deal.
	So I made up a lot of stuff about
	Michael Corleone.  Because then,
	that's what they wanted.  But it
	was all lies.  Everything.  They
	said Michael Corleone did this,
	Michael Corleone did that.  So I
	said, "Yeah, sure."

He makes a big grin to show how he has made fools of
everybody.

VIEW ON THE FBI AGENTS

glancing around the room; their eyes have settled on the
Sicilian.  One of them scribbles a note on a piece of paper,
and passes it to the Committee lawyer.  Then in turn it goes
to Senator Kane.

		SENATOR KANE
	Mr. Hagen, would you kindly identify
	to this committee that gentleman
	sitting on your right hand?

		HAGEN
		(coolly)
	Yes, sir.  His name is Vincenzo
	Pentangeli.

		SENATOR KANE
	Is he related to the witness?

		HAGEN
	He is, I believe, a brother.

VIEW ON MICHAEL AND VINCENZO PENTANGELI

They wait with no expression.

		SENATOR KANE
		(to Vincenzo Pentangeli)
	Sir, I would like you to take the
	stand.

Vincenzo stares at him, uncomprehending.  There may just be
a shadow of contempt.  He doesn't answer.

		HAGEN
	Sir, the gentleman does not
	understand English.  He would not
	in any case, take the stand.  He
	came, at his own expense, to aid
	his brother in his trouble.  He is
	not under any jurisdiction of our
	government and his reputation in
	his own country is impeccable.

		SENATOR KANE
		(furious)
	The witness is excused; take him out.

The guards and FBI Agents quickly remove Pentangeli, as
everybody else in the room is required to sit still.

		HAGEN
	Senator Kane.

		SENATOR KANE
	This meeting is adjourned.

		HAGEN
		(rising and shouting)
	This committee owes an apology!

		SENATOR KANE
	The committee is adjourned until
	further notice.

For the first time, in the midst of the confusion, Hagen
smiles.  A bitter, contemptuous smile.

VIEW ON MICHAEL

The modest champion.  He rises and they take their leave.

VIEW ON THE TWO FBI AGENTS

They watch the Corleone party as they exit.

INT. WASHINGTON HOTEL CORRIDOR - DAY

The Corleone nurse is waiting, playing with the little girl
MARY.  A distance away, the boy, Anthony, is standing by
himself.

INT. MICHAEL'S SUITE - WASHINGTON HOTEL - DAY

The door to Michael's suite opens; Rocco leans in.

		ROCCO
	It's Kay.

Michael is sitting in an easy chair; he seems to have
difficulty with his eyes.

		MICHAEL
	On the phone?

		ROCCO
	No, she's here.

Michael rises, surprised.  Rocco steps back, and Kay enters.

		MICHAEL
	I had no idea...

		KAY
	I wanted to see you before you went
	back to Nevada.  Also, the
	children - Michael, they're here.

		MICHAEL
	Where?

		KAY
	In a minute.  They're outside with
	Esther.  I'm very happy for you...
	I suppose I knew that you're simply
	too smart for anyone ever to beat
	you.

		MICHAEL
	Why don't you sit down?

		KAY
	I'm not going to stay long; I can't.

		MICHAEL
	There are a lot of things I want to
	talk to you about.  Things I've
	been thinking about -- changes I
	want to make.

		KAY
	I think it's too late for changes,
	Michael.  I promised myself I
	wouldn't talk about it and I've
	gone and spoiled it.

		MICHAEL
	Why too late?

		KAY
	Tell me, Michael.  What really
	happened with Pentangeli?

		MICHAEL
	His brother came to help him.

		KAY
	I didn't even know he had a brother.
	And where is he now?

		MICHAEL
	On a plane back to Sicily.

		KAY
	And that's all he had to do.  Just
	show his face.

		MICHAEL
	That's all.  You see, in Sicily, in
	the old days... there was only one
	legitimate reason to kill a blood
	relative... only one.  IF he was a
	traitor.

		KAY
	You would have killed his brother?

		MICHAEL
	Kay, you've got it wrong.  That
	kind of thing's all over, I promised
	you.  This was between the two
	brothers.  Years ago Frankie had a
	young girlfriend; he called her his
	co-wife.  That was his joke, but he
	meant it.  He wouldn't divorce his
	wife... because she was a great
	cook.  He said he girlfriend made a
	spaghetti sauce once and it was so
	terrible he knew he could never
	marry her.  He set her up in a
	house in Jersey.  She had to be
	faithful... and she had to have kids.
	And she did, two, a boy and a girl.
	He had her checked out and watched
	so she couldn't cheat... but the
	girl couldn't stand that kind of
	life.  She begged him to let her go.
	He did.  He gave her money and made
	her give up the kids.  Then Frankie
	took them to Italy, and had them
	brought up by his brother Vincenzo.
	Where he knew they'd by safe.

Kay begins to realize.

		MICHAEL
	When he saw his brother in the
	hearing room, he knew what was at
	stake.
		(pause)
	I don't think Vincenzo would have
	done it.  He loves the kids, too.
	Omerta, Kay.  Honor, silence.  It
	had nothing to do with me.  It was
	between those brothers.

		KAY
	I'll bring the children up now;
	they want to say goodbye.

		MICHAEL
	Kay, I told you...

		KAY
	Goodbye, Michael.

		MICHAEL
	I won't let you leave!  Christ, do
	you think I'm going to let you leave.

		KAY
		(meekly)
	Michael.

		MICHAEL
	No, I don't want to hear anything.
	There are things between men and
	women that will not change; things
	that have been the same for
	thousands of years.  You are my
	wife, and they are my children...
	and I love you and I will not let
	you leave, because you are MINE!

		KAY
	Oh, I do feel things for you,
	Michael; but now, I think it's pity.
	For the first time since I've known
	you, you seem so helpless.  You
	held me a prisoner once; will you
	try again?

		MICHAEL
	If that's what it takes; then yes,
	I will.

		KAY
	At this moment, I feel no love for
	you at all.  I never thought that
	could happen, but it has.

		MICHAEL
	We'll go back tonight.  Bring the
	children.

		KAY
	You haven't heard me.

He moves to her; he does love her, and is tender with her.

		MICHAEL
	How can I let you leave; how can I
	let you take my children away?
	Don't you know me?  You understand,
	it's an impossibility.  I would
	never let it happen; no, never, not
	if it took all my strength, all my
	cunning.  But in time, soon, you'll
	feel differently.  You see, you'll
	be happy that I stopped you.  I
	know you.  You'll forget about
	this; you'll forget about the baby
	we lost... and we'll go on, you and
	I.

		KAY
	The baby I lost...

		MICHAEL
	I know what it meant... and I'm
	prepared to make it up to you.  I
	will make changes; I can.
		(he clenches his fist tightly)
	I CAN change; that I have learned,
	that I have the strength to change...
	And we have another child, a boy...
	and you'll forget the miscarriage.

		KAY
	It wasn't a miscarriage.  And you
	with your cunning, couldn't you
	figure it out!  It was an abortion;
	an abortion, like our marriage is
	an abortion, something unholy and
	evil.  I don't want your son; I
	wouldn't bring another of your sons
	into this world.  An abortion,
	Michael... it was a son, and I had
	it killed, but this must all end!

VIEW ON MICHAEL

He had no hint, not in his wildest imagination could he have
guessed that she would do such a thing.

		KAY
	And I know that now it's over; I
	knew it then, there would be no way
	you could ever forgive me, not with
	this Sicilian thing that goes back
	two thousand years.

He is silent, though raging -- then, with all his passion,
and his strength, he raises his arms, and strikes her across
her neck, literally knocking her down to the floor, and
hurting her badly.

		MICHAEL
		(coldly)
	You won't take my children.

						FADE OUT.

FADE IN:

EXT. THE CORLEONE ESTATE AT TAHOE - FULL VIEW - DAY

A collection of dark cars and black limousines are gathered
to one side.  A few drivers wait quietly.

And then, to the other extreme of the estate, is a small
grouping of about twenty to thirty people, gathered near
Michael's house.

MED. CLOSE SHOT

Connie Corleone, dressed simply and now showing her age
without the carefully applied makeup which we have been used
to, kneels down before the shrine of Santa Theresa, and puts
down a bouquet of flowers, along with others that have been
placed there.  We see that some have the simple silk ribbon
with the word "Mama" hand-lettered upon it.

Her two children stand close behind her; they had been
raised by their Grandmother.

Connie steps back, and moves through the small group of
friends and relatives, into Michael's house.

INT. MICHAEL'S HOUSE - CONNIE'S VIEW - DAY

Fredo, kneeling by the coffin of his mother in a portion of
the house that has been set aside for the wake.  Fredo
concludes his prayer, wipes away the tears in his eyes and
steps away from the coffin.

He stops when he notices Neri, a little distance away,
looking at him.

VIEW ON NERI

After a moment, he nods respectfully to Fredo, and steps
forward, moving to the old woman's coffin.  Fredo moves to
Hagen, who is there with his wife and children.

		FREDO
	Tom.  Where's Mike?

		HAGEN
		(difficult to tell him)
	He's waiting for you to leave.

		FREDO
	Can I talk to him?

		HAGEN
	No chance.  I'm sorry, Freddie.

		CONNIE
		(who has heard this)
	Can I see him?

		HAGEN
	He's in the boathouse.

INT. THE BOATHOUSE - MED. VIEW - DAY

Michael sits quietly in the darkened room in one of the big
sofas, dressed immaculately in suit and tie.  His two
children, also dressed for the wake sit opposite him in the
other oversized sofa, their shoes not touching the floor.
We regard this tableau for a long moment.

		CONNIE (O.S.)
		(quietly)
	Michael?  It's Connie.

She comes in, and sits down by his knees.

		CONNIE
	I want to stay close to home now,
	is that alright?

Michael nods.

		CONNIE
	Is Kay coming?

		MICHAEL
	No.

		CONNIE
	Michael, Fredo's in the house with
	Mama.  He asked for you, and Tom
	said he couldn't see you.

		MICHAEL
	Tom is right.

		CONNIE
	Kids, why don't you go outside for
	a while?

The children don't move; Connie realizes they will only
listen to Michael.

		CONNIE
	I want to talk to you, Michael.

		MICHAEL
	The children can stay.

		CONNIE
	I hated you for so long, Michael;
	for so many years.  I think I did
	things to myself, to hurt myself,
	so that you would know -- and you
	would be hurt too.  But I understand
	you now; I think I do.  You were
	being strong for all of us, like
	Papa was.  And I forgive you, and
	want to be close to you now.  Can't
	you forgive Fredo; he's so sweet,
	and helpless without you.

Slowly, Michael puts his hand on her hair, and touches her
gently.

		CONNIE
	You need me, Michael.  I want to be
	with you now.

INT. MICHAEL'S HOUSE - DAY

Friends, relatives; Francesca and her new husband, Gardner
and their baby; Sandra Corleone; Teresa, her children; all
the familiar faces of the family are present, quietly paying
their respects to Mama.

Some of the men can be seen in the kitchen, drinking wine,
and talking in low voices.

Fredo is there, broken-hearted over the loss of his Mother;
like some lost child with no friends.

MED. VIEW

Michael enters the room, followed by Connie, who tends
little Mary and Anthony.

He approaches his brother, and then embraces.  Fredo breaks
into tears.

		FREDO
	Christ, Mike.  Jesus Christ, Mike.

VIEW ON MICHAEL

embracing his brother, he glances up.

VIEW ON NERI

quiet, and deadly.

EXT. THE TAHOE ESTATE - MED. VIEW - DAY

Tom Hagen is talking in the distance to his wife, and one of
his older sons; he kisses, and moves toward the boathouse.
After crossing the lawn, he stops.

VIEW ON SANDRA CORLEONE

waiting there; obviously wanting to talk to him.  He
continues, and she walks with him.

MOVING VIEW ON THE TWO

as they cross toward the boathouse.

		SANDRA
	You're going to talk to him now.

		HAGEN
	Yes.

		SANDRA
	Will you tell him?

		HAGEN
	I don't know.

She stops him.

		SANDRA
	Tom, think of yourself for once.
	Don't let this opportunity slip
	through your fingers; don't do it.
	We're all trapped here, don't you
	see?

He continues past her, without answering her.  Continues up
to the boathouse.  He stops before he enters.

HAGEN'S VIEW

Fredo is sitting by the edge of the harbor with Michael's
son Anthony; he is helping him with some fishing rig.

INT. THE BOATHOUSE - VIEW ON MICHAEL - DAY

looking through the window at his son and brother.  Neri
sits in the room, dressed informally.

		MICHAEL
		(without looking back)
	Sit down, Tom.  Have you heard
	about our friend and partner, Mr.
	Hyman Roth?

		HAGEN
	I know he's in Israel.

		NERI
		(hands Hagen the paper)
	The High Court of Israel turned
	down his request to live as a
	'returned Jew.' His passport's been
	invalidated except for return to
	the U.S.  He landed in Buenos Aires
	yesterday, offered a gift of one
	million dollars if they would give
	him citizenship.  They turned him
	down.

		HAGEN
		(reading)
	He's going to try Panama...

		MICHAEL
	They won't take him; not for a
	million, not for ten million.

		HAGEN
	His medical condition is reported
	as... "terminal."

		MICHAEL
	He's been dying of the same heart
	attack for twenty years.

		HAGEN
	That plane goes to Miami...

		MICHAEL
	I want it met.

		HAGEN
		(understanding)
	Mike, it's impossible.  He'll be
	met by the Internal Revenue; the
	Customs Service, and half the FBI.

		MICHAEL
	I don't like it when you use the
	word impossible; nothing is
	impossible...

		HAGEN
	Mike, it would be like trying to
	kill the President; there's no way
	we can get to him.

		MICHAEL
	I'm surprised at you, Tom.  If
	there's anything certain; certain
	in life; if history has taught us
	anything, it's that you can kill...
		(he stops, then coldly)
	ANYBODY.  But perhaps your
	relucatance is because you've come
	to tell me that you're moving your
	family to Vegas, that you've been
	offered the Vice-Presidency of the
	Houstan Hotels there.  Or weren't
	you going to tell me at all?

		HAGEN
	Are you so hungry for traitors; do
	you want to find them everywhere?

		MICHAEL
	They are everywhere!

		HAGEN
	I turned Houstan down; I didn't see
	why I should tell you about an
	offer I turned down.
		(Michael begins to
		confuse him)
	Are you sure, Mikey?  Are you sure
	of what we're doing; what we'll
	gain; what does the family gain?
	Forget that, Mike; I already know
	the answer.

		MICHAEL
	I know you do, Tom.  Then I can
	count on you to help me do the
	things I have to do.  If not, call
	Houstan, and become a Vice-President.
	Take your family and your mistress
	and move them to Las Vegas.

		HAGEN
	Why do you hurt me, Michael?  I've
	always been loyal to you.

		MICHAEL
	Good.  Then you're staying.

		HAGEN
	I'm staying.
		(he pauses...then,
		without being asked)
	Don't ever enjoy the cruel part of
	all this; Sonny never listened to
	me about that.
		(then he sits down,
		and opens his briefcase)
	Now, explain everything to me.

EXT. THE HARBOR - DAY

Fredo sits with Anthony, with a silly-looking fishing hat on
his head, covered with lure and flies.

		FREDO
	Anthony, ole buddy, your Uncle
	Fredo's gonna teach you how to
	catch the big fish.  You know, when
	I was a kid, I did this amazing
	thing.  I went out on a fishing
	trip; me and my brothers and my
	Pop, and no one could catch a fish
	except me.  And this was my secret:
		(confidentially)
	Every time I would put the line
	down I would say a "Hail Mary" and
	every time I said a "Hail Mary" I
	would catch a fish.  Now, when it's
	sunset, we're gonna go out on the
	lake, and we're gonna try it.

INT. GUARDED HOUSE - DAY

The guards step aside as Tom Hagen enters the foyer of the
house.  He shows a court order to them and they lead him up
the stairs where he knocks on the door.

INT. GUARDED HOUSE - DAY

There is a KNOCK at the door.  The two guards show Hagen in
and Hagen presents the court order to one of the FBI men.

		HAGEN
	I think I prefer to see my client
	privately.

		PENTANGELI
	The room has a bug in it.

		HAGEN
		(to the FBI men)
	I'd like to go outside with him, in
	the open air.

		FBI MAN #1
	This room is not bugged.

		HAGEN
	You have guards outside and the
	electric fence.  There's no security
	reason for not letting us talk in
	the yard.

		FBI MAN #1
	Okay.

They pass out of the room.

EXT. THE ARMY POST - DAY

Hagen and Pentangeli outside, by the electric fence.  They
cannot be overheard.  Pentangeli takes out some cigars and
offers Hagen one.  Hagen takes it and Pentangeli lights both
their cigars.  They puff on them contentedly.  They are
comfortable together, almost.

		HAGEN
	Everything is going to be okay,
	Frankie, don't worry.

		PENTANGELI
	Did my brother go back?

		HAGEN
	Yeah, but don't worry.

		PENTANGELI
	He's ten times tougher than me, my
	brother.  He's old-fashioned.

		HAGEN
	Yeah.  He wouldn't even go out to
	dinner.  Just wanted to go home.

		PENTANGELI
	That's my brother.  Nothing could
	get him away from that two mule
	town.  He coulda been big over
	here -- he could of had his own
	Family.

		HAGEN
	You're right.

		PENTANGELI
	Tom, what do I do now?

The light is beginning to turn reddish as the sun falls.

		HAGEN
	Frankie, you were always interested
	in politics, in history.  I remember
	you talking about Hitler back in
	'43.  We were young then.

		PENTANGELI
	Yeah, I still read a lot.  They
	bring me stuff.

		HAGEN
	You were around the old timers who
	dreamed up how the Families should
	be organized, how they based it on
	the old Roman Legions, and called
	them 'Regimes'... with the 'Capos'
	and 'Soldiers,' and it worked.

		PENTANGELI
	Yeah, it worked.  Those were great
	old days.  We was like the Roman
	Empire.  The Corleone family was
	like the Roman Empire.

		HAGEN
		(sadly)
	Yeah, it was once.

They both puff on their cigars.  Pentangeli lets himself be
carried away by thoughts of old days of glory; Hagen thinks
of other days too.

		HAGEN
		(very gently)
	The Roman Empire... when a plot
	against the Emperor failed, the
	plotters were always given a chance
	to let their families keep their
	fortunes.

		PENTANGELI
	Yeah, but only the rich guys.  The
	little guys got knocked off.  If
	they got arrested and executed, all
	their estate went to the Emperor.
	If they just went home and killed
	themselves, up front, nothing
	happened.

		HAGEN
	Yeah, that was a good break.  A
	nice deal.

Pentangeli looks at Hagen; he understands.

		PENTANGELI
	They went home and sat in a hot
	bath and opened their veins, and
	bled to death.  Sometimes they gave
	a little party before they did it.

Hagen throws away his cigar.  Pentangeli puffs on his.

		HAGEN
	Don't worry about anything, Frankie
	Five-Angels.

		PENTANGELI
	Thanks, Tom.  Thanks.

They shake hands.  The FBI Agents come out to let Hagen out
the gate.  Pentangeli is led back to the house.

		FBI MAN #1
	Your lawyer tell you he can get
	that 600 years reduced to 500?

Pentangeli puffs on his cigar and reflects.

		PENTANGELI
	You boys sure you can't get me a
	broad for tonight?  Give me a
	little party?

		FBI MAN #2
	We got some nice books.

Pentangeli puffs on his cigar and gives the Agent a smile an
old man gives a child.  He starts upstairs.

		PENTANGELI
	I guess I'll just take a hot bath.

EXT. THE ARMY POST - DAY

Hagen walks away; glances back.  Then gets into his waiting
car and drives off.

INT. THE BOATHOUSE - FULL VIEW - SUNSET

Michael sits alone in the empty boathouse; in the shadows.

INT. BOAT DOCK - SUNSET

Neri stands by the dock area under the boathouse.  He pushes
the button which lowers a boat by winch and tackle.  He
wears a fishing cap.

He steps into the boat, and pulls the small outboard, which
glides the boat out into the harbor.

MED. VIEW

The boat pulls up alongside Fredo and Anthony.

		FREDO
	Here we go; and remember the secret.

He lifts Anthony into the boat.

		CONNIE (O.S.)
	Anthony.

THEIR VIEW

Connie, in houseclothes, is calling Anthony.

		FREDO
	He's here; we're goin' fishing.

		CONNIE
	He can't go; Michael wants to take
	him into Reno.

		FREDO
	Ah.  Okay, kid, you got to go to
	Reno with your Pop.

He lifts the boy out of the boat, and puts him on the shore.

		FREDO
	I'll catch one for you, with the
	secret.

		CONNIE
	Hurry, Anthony.

Neri stands the motor; and the boat with the two fisherman
glides off.

VIEW ON MICHAEL

watching, from the dark window of the boathouse.

INT. HIGH SECURITY HOUSE IN ARMY POST - NIGHT

The FBI man knocks on the bathroom door in the house where
they have kept Pentangeli.

		FBI MAN #1
	Frankie, open up.  You okay?

No answer; he hammers on the door.  Using his elbow, and
then a kick he breaks into the bathroom.

HIS VIEW

Pentangeli lying in a tub of water.  His stomach shows above
it.  His wrists are cut and covered with blood.  The bath
water has a purplish tone.

						DISSOLVE TO:

EXT. LAKE TAHOE - MED. VIEW - SUNSET

Fredo and Neri are fishing, each with lines out.  The VIEW
MOVES CLOSER, and we can hear Fredo as he holds the pole.

		FREDO
	... the Lord is with thee.  Blessed
	art thou amongst women, and blessed
	is the fruit of thy womb, Jesus.

LONG SHOT

The boat on the shimmery lake.

		FREDO
	... Holy Mary, Mother of God, pray
	for us...

We hear a quiet, echoing GUNSHOT; and then silence.

						DISSOLVE TO:

INT. MIAMI AIRPORT - NIGHT

An exhausted Hyman Roth, ill-shaven, and in shirt-sleeves in
taken into custody by a swarm of Customs, and FBI men.  They
allow him to be photographed by press people; and television
cameramen.

		FBI MAN
	Mr. Roth, we have to take you into
	custody.

		ROTH
	Yes, I know.

Some flashbulbs go off.

		REPORTER
	Can you give us your reaction to
	the High Court of Israel's ruling.

		ROTH
	I am a retired investor on a
	pension, and I wished to live there
	as a Jew  in the twilight of my
	life...

		LAWYER
	Mr. Roth is not a well man; he's
	tired of running.

		ROTH
	I'm an old man; at my age, it's too
	late to start worrying.

		REPORTER
	Is it true you are worth over three
	hundred million dollars, Mr. Roth?

		ROTH
	I'm a retired investor, living on a
	pension... I came home to vote in
	the Presidential election, because
	they wouldn't give me an absentee
	ballot...

The newsmen and photographers all laugh, as the FBI men move
him away.

CLOSE VIEW

One of the newspapermen laughing we recognize to be Rocco
Lampone.

He moves closer to Roth, and shoves his revolver right
against his head, and in a second, on camera, assassinates
Roth.  People scream, as Rocco attempts to run down the
airport corridor, limping as he does.

FBI men easily pick him off.

						FADE OUT.

EXT. THE DRIVEWAY BY MICHAEL'S HOUSE - DAY

A taxi cab waits by the house; its driver sleeping with a
newspaper over his face.

INT. MICHAEL'S HOUSE - DAY

The cleaning woman, Esther, who had been with Kay for years,
sits by the dining room table, weeping profusely.  Behind
her, in the recreation room, we can see the tableau of Kay
sitting on the couch, her little daughter Mary, between her
knees, talking quietly about things we cannot hear.  Her son
Anthony sits by himself, in another chair by the side of the
room.

MED. VIEW

Connie comes into the house quickly, and moves toward them.

		CONNIE
	Kay, you have to go.

This prompts Esther to weep all the more.  Kay hugs her
daughter, and kisses her many times.

		CONNIE
	You have to hurry; he's coming.

Kay puts her coat on; then stands, and reaches out for her
son.

		KAY
	Anthony, kiss Mama goodbye.

He doesn't move.

		CONNIE
		(angrily)
	Anthony, you kiss your Mother
	goodbye!

He rises, and walks to her.  Hugs her lifelessly.

MED. CLOSE VIEW

on Kay, kissing her boy.

		KAY
	Anthony, say goodbye; your Mama
	loves you.

		ANTHONY
	Goodbye.

She restrains any tears; she has become too strong for tears.
Kay starts to go; picks up Mary, kisses her, and starts to go.

NEW VIEW

She steps out the kitchen door; then she cannot help herself.
Crouches down, outside, and calls to her son.

		KAY
	Anthony, kiss me once.

Then she looks up, and slowly rises.

HER VIEW

Michael has stepped into the dining room.  He seems older
somehow; as though some sickness has taken more years away
from him.

VIEW ON KAY

looks at him; instinctively, she takes a step back.

VIEW ON MICHAEL

slowly steps toward her.

VIEW ON KAY

Another step back; the door is still open.

VIEW ON MICHAEL

He moves closer to the door; stops, looks at her.  And then
closes it obscuring any view of her.

						DISSOLVE TO:

EXT. TAHOE ESTATE - DAY

It is late fall -- most of the leaves have fallen on the
grounds and there is quite a wind.

MED. VIEW

The water is whipped up by the wind, and the waves are high
as they break against the pavilion.  We HEAR the MUSIC of
time passing, of Michael, of the Godfather over these images.

VIEW ON THE SWIMMING POOLS

They have not been used in several months; they are drained
and the bottoms are mossy and dark.

VIEW ON THE MAIN GATE

Leaves blowing past it; we don't see the button men; only a
hint of someone in the gatehouse.

VIEW ON THE HOUSES

Some of the houses have had the summer awnings taken down,
and put away.  Some of the windows have been boarded up.

VIEW ON THE KENNELS

There are still the guard dogs; some sleeping, some moving
impatiently.

As the MUSIC concludes its statement.

MED. VIEW

The peninsula of the private Corleone Harbor.  We see the
figures of two people, seated at a table.

MED. VIEW

Michael sits at a table having a sparse lunch.  He is
attended by his sister Connie, who seems to be the closest
person now living on the estate with him.  We see from the
way she pampers him with his lunch, that she has fallen into
the role of a surrogate Mother-Wife.  He seems older than
his years, as though his illness, diabetes, has taken its
toll.

		CONNIE
	Don't worry; I'm sure he got here
	on time.  The roads from the
	airport are so windy, it takes
	forever; I've driven them myself.

She picks up some of the serving plates that he has left
untouched.

		CONNIE
	I'll bring him out to you as soon
	as he comes.

She moves back to the main house.

MED. CLOSE VIEW ON MICHAEL

He turns and looks at the rough water of the lake for a
moment.  He slowly takes a sip of wine.

EXT. A PLACE IN THE GARDEN - DAY

There are a few chairs.

MED. VIEW ON ANTHONY CORLEONE

He is eighteen years old.

		ANTHONY
	Hello, Dad.

VIEW ON MICHAEL

squinting up at his son.

		MICHAEL
	Anthony.

He rises, and reaches up to his son, who is now taller than
he; he embraces him.

		MICHAEL
	You've grown so tall... so tall in
	the last year.  You're much taller
	than me.

		ANTHONY
	I was taller than you when I was
	fourteen.

		MICHAEL
	Sit down.  Your Aunt Connie and I
	waited for you to have some lunch,
	but now it's all dried out.

		ANTHONY
	I'm not hungry.

		MICHAEL
	Well, that's alright... alright.
	Good.  You'll graduate in another
	year, isn't that right?  You know...
	I never finished college.  I was a
	good student, but I never finished.
	Of course, there was a war then.

Connie approaches them.

		CONNIE
	Don't let me interrupt anything,
	this will just take a second.  Here.
		(she takes out a
		small needle, and
		begins to prepare it)
	Your father has to have his insulin
	shot.  Why don't you go to your
	room and put your things away,
	Anthony.

She begins to give Michael the shot.

		MICHAEL
	Hurry back; we'll talk.  We'll talk.

Anthony goes on his way to the house with his things.
Connie gives Michael the shot.

		CONNIE
	Whenever I see that lake so cold, I
	think of poor Fredo, drowned.  Lake
	Tahoe is very cold.  They say if a
	person drowns in it, that the body
	will remain mid-suspended --
	perfectly preserved.  Some say it
	will remain forever.

She finishes the shot, puts her things away.

		CONNIE
	Your boy will be right back.

She leaves.

VIEW ON MICHAEL

Alone in the garden.

OUR VIEW begins to MOVE CLOSER to him.  We begin to HEAR
MUSIC of the forties; happy music, swing music, as we move
CLOSER to Michael.

						DISSOLVE TO:

INT. OLD CORLEONE HOUSE - MED. VIEW - NIGHT

SONNY CORLEONE, his arm wrapped around a smiling red-faced
Carlo Rizzi, pulls him into the Corleone dining room.

		SONNY
	Hey, who knows my buddy Carlo Rizzi.
	Here... my brother Fredo, here's my
	Mom.  Mom, whatcha got cooking?
	And Carlo, this is my kid sister
	Connie.  Here, pull up a chair,
	Carol is sitting next to Connie.
	Oh, the droopy kid over there is
	Mike.  The college boy.

An older, lanky man enters the room, his arms laden with
presents.  This is TESSIO.

		TESSIO
	Buon Natale, everybody.  Buon
	Natale...
		(he smiles at Tom Hagen)
	Hi, Tom, how's every little thing?

		HAGEN
		(helping him with the presents)
	Wonderful, Sal.

Now the study door opens, and DON CORLEONE enters.

		DON CORLEONE
	Is dinner ready?

		MOM
	Two minutes.

The Don happily regards his family; his sons and daughters
and even some Grandchildren.  He raises a glass.

		DON CORLEONE
	A good life, a long life to all my
	children, and friends.  To my
	grandchildren, and those that will
	be.  To our family.

They all drink.

They refill glasses; then Tessio proposes a toast.

		TESSIO
	To our Godfather.

They all drink.

INT. THE DINING ROOM - MED. VIEW - NIGHT

The family is happily at Christmas dinner.  Don Corleone
seated at the head of the table.

		SONNY
	What'd you think of those Japs, eh?
	The nerve of those Japs, coming
	right here in our own backyard
	dropping bombs!

		HAGEN
	Well, we could have expected it
	after the embargo.

		SONNY
	Hey!  Expect it or not, those Japs
	don't have a right to drop bombs in
	our backyard.  Whose side you on?

		MAMA
	Please, do we have to talk about
	the war at the table?  On Christmas,
	much less.

VIEW ON MICHAEL

He has been listening to this discussion.

		MICHAEL
	Pop, I've decided I'm going to
	enlist.

A quiet hush descends over the table, as though everyone
knows the effect this will have on the old man.  Sonny tries
to make light of it.

		SONNY
	Kid, stay in college.  The girls
	are cuter, if you know what I mean.

		HAGEN
	Pop had to pull a lot of strings to
	get you your deferment.

		MICHAEL
	I never asked for it; I don't want
	it.

VIEW ON DON CORLEONE

Disturbed; but wise and prudent.

		DON CORLEONE
	My son wants to talk about this,
	and so we'll talk, but not at the
	dinner table.

He rises, and starts across the room toward his study.  Then
he looks back.

		DON CORLEONE
	Michael.

He disappears into his study.  Michael rises, glances around.
People are generally tense over the situation.  Michael
follows his father into the study.

INT. DON CORLEONE'S OLD STUDY - NIGHT

The Don closes the door behind his son, and then moves
across the room.  He stops at the little bar there, and
pours himself a brandy.

		DON CORLEONE
	Would you like some?

		MICHAEL
	No, Dad.

		DON CORLEONE
	Now what is this talk about joining
	the army?  Eh?

		MICHAEL
	It's not talk; I'm doing it.

		DON CORLEONE
	You would risk your life for
	strangers?

		MICHAEL
	Not for strangers; for my country.

		DON CORLEONE
	Anyone not in your family, is a
	stranger.  Believe me, when trouble
	comes, your country won't take care
	of you.

		MICHAEL
	That's how it was in the old world,
	Pop, but this is not Sicily.

		DON CORLEONE
	I know.  I know, Michael.  It's
	Christmas, your brothers and sister
	are all here -- we are happy.
	Let's not spoil this.  Go your own
	way, but when you are ready, come
	to me the way a son should.  I have
	hopes for you...

CLOSE VIEW ON MICHAEL

looking at his father with a mixture of great love, and also
fear, and confusion.

		MICHAEL
	I won't be a man like you.

						DISSOLVE TO:

EXT. THE TAHOE ESTATE - HIGH FULL VIEW - DAY

The leaves are blowing.  MUSIC comes up.

Michael and his young son, Anthony, walk through the grounds
of the estate, talking about things we cannot hear.

 
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