CALIFORNIA STATE UNIVERSITY, NORTHRIDGE

THE BOOKSTORE

A thesis submitted in partial fulfillment of the requirements For the degree of Master of Fine Arts in Screenwriting

By

Joshua A. Berman

May 2017

The thesis of Joshua A. Berman is approved:

Professor Jon Stahl Date

Professor D.E. Wynter Date

Professor Scott Sturgeon, Chair Date

California State University, Northridge

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Table of Contents

Signature Page...... ii

Table of Contents...... iii

Abstract...... iv

The Bookstore...... 1

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Abstract

The Bookstore

By

Joshua A. Berman

Master of Fine Arts in Screenwriting

Hailed as a hero of WWI and famous author of "Soldier of Steel", Maxwell Fleisher, reviles the rise of Nazism, and is content to live a quiet life as the owner of a bookstore. After his Jewish friend and neighbor is arrested by the SS, Max reluctantly becomes the father figure of the two young sons left behind. Relentlessly bullied by Hitler Youth, Max teaches the boys to defend themselves. However, when their defense becomes offence, the ire of the SS is upon them, and now Max must again become the soldier he once was, but this time on the right side of history, and to avenge the ones he'd grown to love.

iv

The Bookstore

FADE IN:

EXT. COLOGNE, GERMANY - DAWN

The sprawling, peaceful city seen from above, still damp from a night rain.

EXT. HIGH CATHEDRAL OF SAINT PETER - DAWN

Birds soar past the towering twin steeples of the Gothic styled structure.

EXT. BRONZE STATUE OF EMPEROR WILHELM I - DAWN

The statue, green with age, depicts the first German Emperor upon his horse, mid-gallop, with a stern expression.

EXT. COLOGNE POLICE STATION - DAWN

Two OFFICERS exit the main double doors. Others enter.

From a window above, an officer unfurls a BLOOD-RED BANNER down the length of the building -- a Nazi swastika at it's center.

SUPERIMPOSE: COLOGNE GERMANY - SPRING 1933

EXT. VENLOER STREET - MORNING

Small shops line cobblestone sidewalks. Buildings are married together side by side, some one story, and some two or three, with residential apartments on upper floors.

TOWNSPEOPLE trickle into the street, starting their morning routines. An apple cart VENDOR wheels into position. A BAKER flips his shop window SIGN from GESCHLOSSEN to GEOFFNET as do a TAILER, and a BUTCHER.

EXT. BOOKSTORE - MORNING

A three story high corner building is at the end of the street. The storefront window below reads BUCHHANDLUNG. Several BOOKS are on display in the window including ALL QUIET ON THE WESTERN FRONT, THE GREAT GATSBY, MUTINY ON THE BOUNTY and prominently up front SOLDIER OF STEEL; THE ULTIMATE GERMAN SOLDIER FROM THE GREAT WAR By Maxwell Fleisher.

1

A light illuminates from the window on the top floor.

INT. BOOKSTORE APARTMENT MASTER BEDROOM - MORNING

Aged hands, knuckles swollen with arthritis turn the last page of a book. A BRAVE NEW WORLD is set down on the desk, next to an empty tumbler and half empty bottle of vodka. A pair of reading glasses are tossed atop the cover.

MAXWELL FLEISHER (55) stares out his third story window that looks across Ehrnfeld district of Cologne, a dense landscape of buildings and factories split by the majestic Rhine river, twisting through its center.

His thin gray hair is slicked back. His face is weathered with deep lines. Although tired looking, he's distinguished. Jaw, square. Eyes, cold steel blue.

His room is in order, very neat. Two twin beds are separated by a night stand. The room is plain, solid shades of gray for the linens, wallpaper and curtains. The furnishings are wooden and of simple design.

EXT. BOOKSTORE - MORNING

MENDEL STEINBRUCK (30's), tall and pot bellied, with short curly black hair, wears an old coat over an apron. He stands at the door with two boys.

HANS (11) is lanky like his father. He has dark curls that dip below his hat line. His ill fitting school uniform is too small. He stands straight, arms crossed.

JACOB (7), has soft features, kind eyes. He has sandy brown hair that's also too long. His uniform is a size too big.

Mendel RINGS the bell. No answer. He looks down at Hans, who looks back and shrugs. He takes a deep breath, He RINGS again. He steps back, looks up and sees the light on.

MENDEL Mr. Fleisher?

INT. BOOKSTORE APARTMENT MASTER BEDROOM - SAME

Maxwell, standing at his bureau, puts on a fresh shirt. His open closet door reveals the edge of an officers UNIFORM. He goes to the window, still buttoning, and sees Mendel looking up at him. Mendel smiles and waves.

MAXWELL Shit.

2

EXT. BOOKSTORE

Maxwell ducks back inside the window.

HANS Let's just go, Pop. We're already late.

MENDEL Mr. Fleisher?

MAXWELL (O.S.) One minute!

MENDEL See, he's coming.

Mendel waits patiently. Max OPENS the front door.

MAXWELL Yes?

MENDEL Good morning Mr. Fleisher. Up reading all night?

MAXWELL Yes, Mendel. What is it?

MENDEL Yes, well the boys had their books stolen, and I was hoping you'd allow them to borrow some.

MAXWELL I don't open for an hour.

MENDEL Yes I know, but they're already going to be late.

MAXWELL I have a very busy morning.

MENDEL Please, Mr. Fleisher, the boys already have trouble. Without their books, they could be sent home. Just imagine, them running around my store and up an and down these streets all day. You don't want that..., I don't want that.

Maxwell lets out an agitated sigh.

3

MAXWELL Fine. Quickly.

Maxwell steps aside.

MENDEL Go help your brother.

Hans takes Jacob's hand and leads him carefully past an imposing Maxwell, through the doorway.

INT. BOOKSTORE SHOP FLOOR

The two boys enter, bee line to the textbook aisle for the correct editions.

EXT. BOOKSTORE

Mendel and Maxwell share an awkward silence in the doorway.

MENDEL Anything interesting?

MAXWELL What was that?

Mendel speaks louder.

MENDEL Did you read anything interesting last night?

MAXWELL Ah, oh yes. No.

Back to shared silence.

INT. BOOKSTORE SHOP FLOOR

Hans puts a book into Jacob's sack.

JACOB How come he's so mean?

HANS I think it's because he's lonely.

JACOB

4

He should make friends.

HANS Okay yeah, you tell him.

EXT. BOOKSTORE

MENDEL Let's go boys! Hurry up!

Mendel laughs a bit.

MENDEL (CONT'D) Kids.

MAXWELL Hmm. Yes.

MENDEL You know it's been six months without their mother, and we're still not adjusted.

Maxwell looks away, and back into the store for the boys. He shifts his weight, and is visibly uncomfortable with the personal turn of the conversation.

MAXWELL Yes. It's unfortunate.

MENDEL Well, I can't thank you enough for all you've done for us, even back when she first got sick.

MAXWELL Just keep paying the rent.

The boys appear at the door, their sacks heavy with books. Maxwell looks relieved.

MENDEL Boys, say "thank you".

JACOB Thank you.

Mendel shoots Hans a stern glance.

HANS Thanks.

5

MENDEL Thank...

Maxwell shuts the door before Mendel can finish.

INT. BOOKSTORE SHOP FLOOR

Maxwell sits in a swivel chair at his desk behind the register, takes a deep breath.

EXT. VENLOER STREET - MORNING

MENDEL walks the kids to school, Jacob at his side and Hans a few steps behind.

JACOB He's so mean, Papa.

MENDEL He's not mean, he's direct.

HANS He's a jerk.

Mendel stops and faces Hans.

MENDEL Hey! He's a great man. And he's been very generous with us. Be grateful. He's been through a lot, that's all.

Hans walks around Mendel.

HANS Oh yeah, well I've been through a lot too, and I'm not an ass.

Mendel GRABS Hans by the arm and spins him around and levels a light attention grabbing slap across his cheek.

MENDEL You don't disrespect me.

Jacob gets between them.

JACOB Don't fight, don't fight.

Mendel gets down on his knees and embraces both boys.

6

MENDEL I'm sorry. I know it hasn't been easy. For any of us. But we can get through this. Things will get better. I promise.

A black convertible Mercedes-Benz 770 passes by with the top down. HEINRICH MULLER, the passenger, is a high-ranking Gestapo captain. The CHAUFFEUR is a lower ranking officer. GUNTER KONIG and OTTO WEBER are both lieutenants who report to Heinrich.

It's being followed by an open truck lined with a dozen GESTAPO TROOPERS. Both vehicles bear the gestapo insignia with the eagle atop a swastika hood ornament.

Heinrich sees Mendel on the side of the road. Mendel and his two boys watch him drive past.

MENDEL (CONT'D) Okay. You boys go on. I've got to open shop. It's already late.

Jacob protests.

JACOB But Papa...

MENDEL Don't fuss. Hans can take you the rest of the way. Quickly, you're going to be late!

HANS Let's go, brat. I'll race ya!

Hans sprints off and Jacob runs after him. Mendel heads back the other way.

He passes a NEWSPAPER SALESMAN, smoking a cigarette with an armful of morning editions. He's soliciting COMMUTERS passing by.

NEWSPAPER SALESMAN Papers, papers. Hitler awarded emergency powers by presidential decree!

Mendel fumbles in his pocket, extracts a few coins, then gives it to the man for a copy. He reads the front page.

NEWSPAPER SALESMAN (CONT'D) Law for the Protection of the People and State passed. Civil liberties suspended!

7

Mendel folds the paper under his arm and walks off with haste.

EXT. SCHOOL YARD - MORNING

Hans and Jacob arrive at the front of the school building out of breath.

HANS I win! Ha ha!

JACOB Not fair. You got a head start.

HANS Okay, okay. Get in there before you get in trouble.

Hans watches Jacob run up the steps, open the heavy school door and step inside.

INT. CLASSROOM - MORNING

Hans sneaks in the back door and quickly fills a seat in the last row, hoping to avoid detection.

TEACHER (O.S.) I see you, Mr. Stienbruck. You'll be staying after today.

HANS (under his breath) Yeah, yeah.

Hans pulls out of his bag a copy of SOLDIER OF STEEL. He cracks a mischievous smirk.

FELIX (13) blonde hair, blue eyes, turns around in his desk and sees the book.

FELIX What'cha got there?

HANS None of your business.

FELIX You better keep an eye on it. It could go missing like your other books.

TEACHER (O.S.) Stop it back there!

8

Felix turns back around.

INT. BOOKSTORE SHOP FLOOR - EVENING

Maxwell turns the sign in his window from GEOFFNET to GESCHLOSSEN. He locks the door from the inside.

He fetches his ledger from behind the counterm and flips it open next to the register. He punches a key on the register, the cash drawer pops open with a CHA-CHING.

MRS. KLIEGER, an elderly woman, TAPS on the store window. Annoyed, Max slams the cash drawer closed.

MAXWELL We're closed, Mrs. Klieger!

MRS. KLIEGER (yelling through window) I'll only take a minute. Besides it looks like you could use some company in there.

Maxwell speaks with her through the window.

MAXWELL We open tomorrow at 8! Good night.

MRS. KLIEGER It can't wait, Mr. Fleisher. It's my grandson. He's joined the Wehrmacht.

MAXWELL So?

MRS. KLIEGER So, I would like to purchase a copy of your book, as a gift for him. For luck. He takes his oath tomorrow. I don't know when next I'll see him.

Mrs. Klieger pulls out some cash and holds it up. Maxwell relents, unlocks the door.

Mrs. Klieger enters.

MRS. KLIEGER (CONT'D) Thank you, Mr. Fleisher.

Maxwell grabs a copy off a table display. He takes a second look at the display.

MRS. KLIEGER (CONT'D) 9

What is it?

MAXWELL I thought I had four left.

Maxwell shrugs it off. He moves behind the counter and rings her up.

MRS. KLIEGER Could you be so kind as to sign it for him?

MAXWELL Mrs. Klieger. It's late.

MRS. KLIEGER It would mean so much.

Maxwell begrudgingly signs.

Mendel enters, smiling. He holds a brown paper bag in one hand, a wrapped cut of meat in the other.

MENDEL Mr. Fleisher!

Maxwell greets him, forgetting it's after business hours.

MAXWELL Hello, Mendel.

MAXWELL (CONT'D) (remembering) Why are you here? I'm closed.

MENDEL The door was open.

MRS. KLIEGER As a business owner, you shouldn't be so bothered by customers.

MAXWELL Well, I am. Just less so during business hours.

Maxwell hands the book to Mrs. Klieger.

MAXWELL (CONT'D) Good night, Mrs. Klieger.

Mrs. Klieger exits the bookstore. 10

MAXWELL (CONT'D) Mendel, what is it?

MENDEL As a thank you for this morning, I brought you a brisket.

MAXWELL It's not necessary. Please, now, I'd like --

Mendel pulls a bottle of Wodka Gorbatschow from the brown paper bag.

MENDEL And to wash it down...

He has Maxwell's attention.

MENDEL (CONT'D) We could both use a drink.

INT. BOOKSTORE APARTMENT KITCHEN - EVENING

A tumbler sets down hard on counter top, then a coffee mug. Vodka bottle seal is broken, top unscrewed. Mug and tumbler get a healthy pour.

Maxwell hands Mendel the mug. Mendel takes it, whiffs, then holds it up.

MENDEL Prost.

MAXWELL Prost.

They both drink. Silence.

MENDEL You don't say much.

MAXWELL What's to say? You have something to say? Say it.

MENDEL Nazis.

MAXWELL Nazis?

MENDEL

11

You don't read the papers?

MAXWELL Not really.

Maxwell takes another swig from his tumbler.

MENDEL They're taking over the country, if things weren't bad enough.

MAXWELL I don't follow politics.

MENDEL This is more than politics. These guys have it out for Jews, gypsies, I mean everyone. Have you heard Hitler speak? It's not good.

MAXWELL The symbol of all evil assumes the living shape of the Jew.

MENDEL Excuse me?

MAXWELL Mein Kampf. It's from Hitler's book, Mein Kampf.

MENDEL Oh. Wow. You remember everything you read?

MAXWELL No, but that line stuck out especially.

MENDEL I'd say. What do you think?

MAXWELL I think he's an awful writer. It's a boring book.

MENDEL No, what he said about Jews.

Mendel drinks, while Maxwell thinks about how to respond.

MAXWELL

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I fought with Jews in the war. Good soldiers. They died no different than anyone else.

MENDEL So you have no problem with me?

MAXWELL Yes I have a problem with you! You're not grateful.

MENDEL Grateful?

Maxwell puts his glass down and goes over to Mendel. He puts his arm around him, takes his glass from his hand and leads him out the kitchen and into the stairwell.

MAXWELL Yes! Grateful for two healthy sons.

INT. BOOKSTORE APARTMENT STAIRWELL

The two men walk down the stairs. Mendel's a bit tipsy.

MENDEL Yes, that's true.

MAXWELL Grateful to be a successful butcher.

MENDEL Well, so-so successful

INT. BOOKSTORE/SHOPFLOOR FOYER

Maxwell takes Mendel's coat from the rack standing by the door and hands it to Mendel.

MAXWELL And grateful for me. A landlord who's not a vegetarian.

MENDEL Ha! You made a joke.

Mendel fumbles putting on his coat, Maxwell helps him out. Maxwell OPENS the door..

MAXWELL Now go home to your children.

13

MENDEL Thank you, Mr. Fleisher.

MAXWELL It's okay, call me Maxwell.

MENDEL Maxwell.

Mendel turns and Maxwell starts to close the door, but then stops and steps outside.

MAXWELL Oh, and Mendel...

Mendel stops, turns around.

MENDEL Yes?

MAXWELL The Nazis are full of shit.

MENDEL Full of shit, but with all the power.

MAXWELL What can they do? We are Germans. This is Germany! What can they do?

INT. BOOKSTORE SHOP FLOOR - DAY

Maxwell sits behind the cashier's counter. Spectacles resting low on his nose, he looks up.

MAXWELL You want to do what?

CHRISTOF KRUGER (22) is the Aryan ideal, wears a button-down khaki shirt with a swastika arm band. He's accompanied by two friends HUGO(21) and OSKAR(19), both dressed the same. Christof stands at the counter.

CHRISTOF You are to surrender the books on this list here for our rally at the university tomorrow night.

MAXWELL Rally?

CHRISTOF 14

Yes - our book burning rally, of course. It's been all over the radio.

MAXWELL You're going to burn my books.

Christof backs away from the counter and then arrogantly wanders around the room.

CHRISTOF Yes. Not just your books. I don't know why you're making this difficult. Everyone else has been very cooperative.

Maxwell stands up.

MAXWELL You want my books, fine. Buy'em, then you can burn them.

CHRISTOF I don't think you understand. These are poisonous. Communist, Jewish, liberal, communist dreck, that threatens our very society.

OSKAR You said communist twice.

Maxwell reads down the list.

MAXWELL You have a book here by Helen Keller. She's a threat?

EXT. BOOKSTORE - DAY

Mendel sweeps the sidewalk in front of his shop. The same black convertible Mercedes-Benz 770 pulls up and parks in front.

Heinrich Muller, dressed in Gestapo uniform, steps out of the vehicle. Gunter Konig, his chief enforcer steps out after him.

They glare at Mendel. Mendel doesn't make eye contact and retreats into his store. Heinrich and Gunter share a smirk.

Mendel watches from the window as the two men enter the bookstore.

INT. BOOKSTORE SHOP FLOOR 15

Heinrich and Gunter enter the shop to Christof shouting at Maxwell. Heinrich grabs a copy of SOLDIER OF STEEL off the display.

CHRISTOF Enough of this nonsense! If you don't surrender these volumes, I'll report you to the authorities --

Heinrich walks right behind Christof.

HEINRICH I'm the authorities.

The German Student Union members stand at attention and give the Nazi Salute.

CHRISTOF/OSKAR/GUNTER Heil Hitler!

HEINRICH Heil Hitler.

CHRISTOF Sir I didn't know you were --

HEINRICH Shut up. Do you know who this man is?

INT. BUTCHER SHOP - KITCHEN

Mendel stands with a glass between his ear and the wall, hanging on every word.

HEINRICH (O.S.) This is Colonel Maxwell Fleisher, the Soldier of Steel himself!

INT. BOOKSTORE SHOP FLOOR

Christof looks at Maxwell blankly.

HEINRICH Recipient of the Pour le Merite. The charger of trenches and the slaughterer of men!

CHRISTOF Oh.

Heinrich shoves his book into Christof's chest.

16

HEINRICH It's an honor to meet you Colonel.

Heinrich shakes Maxwell's hand enthusiastically.

MAXWELL And you are?

HEINRICH Heinrich Mueller. I've been appointed by Goring himself to help reorganize the police force here in Cologne. You know, issues of redundancy, overhead, so on and so forth.

RABBI SMIGEL (60s) enters, looking down at an old book he's holding with a damaged binding.

RABBI SMIGEL Mr. Fleisher, I have this book --

The Rabbi looks up and sees the five Nazis. He turns around and exits.

EXT. BOOKSTORE/BUTCHER SHOP CORNER - MOMENTS LATER

Hans and Jacob walk home from school toward the butcher shop. They walk past Rabbi Smigel.

JACOB Hello, Rabbi!

RABBI SMIGEL Hello, boys. Are going into the bookstore by any chance?

HANS No.

RABBI SMIGEL Good. Don't.

Rabbi walks away hastily. Hans and Jacob enter the butcher shop.

INT. BUTCHER SHOP - KITCHEN

Hans and Jacob enter and catch Mendel eavesdropping.

JACOB

17

What are you doing, Papa?

Mendel steps away from the wall.

MENDEL The police are talking to Mr. Fleisher. But it's not polite to eavesdrop. It's none of our business.

Mendel pats the table.

MENDEL (CONT'D) Come on, boys, get out your homework. Chop chop.

INT. BOOKSTORE SHOP FLOOR

Maxwell hands the banned book list to Cristof, who hands it off to Oskar.

MAXWELL So, the Nazis are taking over the police?

HEINRICH Well, yes, not exactly. That's not why I'm here.

As Heinrich searches for the right words he notices everyone is watching them.

HEINRICH(CONT'D) May I speak with you, sir? Privately?

MAXWELL I suppose.

HEINRICH Excuse us gentlemen.

CHRISTOF Yes, of course. (to Maxwell) I meant no disrespect, sir.

Maxwell acknowledges with a nod.

CHRISTOF/OSKAR/GUNTER Heil Hitler!

HEINRICH Heil Hitler.

Christof, Oskar, Hugo and Gunter exit.

18

HEINRICH (CONT'D) Please, Colonel, have a seat.

INT. BUTCHER SHOP - KITCHEN - SAME TIME

Mendel, Hans and Jacob are all standing against the wall with their own glass.

INT. BOOKSTORE SHOP FLOOR

Maxwell sits in his desk chair, behind the cashier's counter. Heinrich pulls up a chair and sits down next to the desk.

Heinrich removes his hat and places it on the desk. He retrieves a golden cigarette case from inside his coat pocket, opens the case and removes a cigarette.

HEINRICH Mind if I smoke?

MAXWELL No.

Heinrich holds the case out towards Maxwell, but Maxwell shakes his head, not interested.

HEINRICH Very well.

Heinrich snaps the case closed, puts it away in his pocket exchanges it for a lighter, and lights up. Heinrich is looking Maxwell up and down.

HEINRICH (CONT'D) Are you a drinking man?

MAXWELL No I'm a business man who's busy. How can I help you?

HEINRICH You are very popular in Berlin. Your book has become a part of the curriculum in our Hitler Youth program.

MAXWELL I didn't ask for that.

HEINRICH You didn't ask for it but that's the way it is. We will be ordering thousands and thousands of copies from 19

your publisher which means you will become a very wealthy man.

MAXWELL Okay.

HEINRICH I thought you would be more excited.

MAXWELL Well, I'm waiting.

HEINRICH Waiting?

MAXWELL For the catch.

HEINRICH Ah, yes, the catch. Well, there will be a speaking tour of course, and then you will be re-activated and assigned an administrative post within the capital. The Führer himself has read your book. He likes you. He wants you on the strategy team.

MAXWELL Strategy for what?

HEINRICH To make Germany the great nation it was destined to be. To show the world we are not to be trifled with. These last years have been a disgrace. That's over now. A new era has dawned for Germany and her people. The Third Reich! The future is brighter than ever. We want you a part of that future, Maxwell.

MAXWELL Colonel.

HEINRICH Yes. Of course, Colonel.

Hienrich takes a long drag of his cigarette.

HEINRICH (CONT'D) What do you think?

MAXWELL

20

I'm not a member of the Nazi party.

HEINRICH That's a detail easily remedied. What else?

MAXWELL Well, my shop. I have responsibilities.

HEINRICH Responsibilities? Ha! To whom? To what? I read your file. You have no one. Your wife, put away. Your son, dead, what do you have?

MAXWELL I think it's time you go.

HEINRICH I'm sorry for what you've lost, but can't you see, I'm offering you an opportunity here? To rebuild. To be a great man again. What else do you want? Tell me what you want.

MAXWELL I want to tend to my business. Now, if you'll excuse me.

Maxwell gets up. Heinrich extinguishes his cigarette and gets up.

HEINRICH I see. We'll be in touch, then.

MAXWELL Why?

Maxwell leads Heinrich to the door of the shop.

HEINRICH Perhaps get a drink, discuss the war. I was on the front, I was just a boy carrying supplies but..

MAXWELL I don't talk about it.

HEINRICH At least consider my offer.

MAXWELL Yes. Good day.

21

EXT. BOOKSTORE

Heinrich backs out of the bookstore. The door shuts hard. Heinrich turns around to face Christof, Hugo, Oskar and Gunter.

CHRISTOF Sir?

HEINRICH Yes?

CHRISTOF You didn't get the books? He's got hundreds illegal books by banned authors.

Christof motions to Oskar.

CHRISTOF (CONT'D) Oskar, show him the list.

Oskar hands Heinrich the list.

OSKAR I counted dozens and dozens of editions, from Hemingway to Freud. Jack London.

CHRISTOF He's got All Quiet on the Western Front in the window!

HEINRICH The rally is tomorrow night, yes?

CHRISTOF Yes, sir. University square.

HEINRICH Pick a few men, and with a police escort conduct a search and seizure of any illegal volumes.

CHRISTOF I don't think he'll be okay with that.

Heinrich ENTERS passenger side of car.

HEINRICH My officers will be there. He'll cooperate. If not we'll burn his whole building down.

22

EXT. UNIVERSITY SQUARE - DUSK

FOLDING TABLE opens and FLIERS display. CROWD CONTROL POSTS are set up creating a 15' x 15' square area. Christof directs STUDENT ASSOCIATION MEMBERS to rope off the area.

STUDENTS trickle into the square. BOOKS are tossed into roped area. People are GATHERING in groups of threes and fours. LAUGHTER. Festive atmosphere. More BOOKS tossed on a growing pile.

A RADIO is WHEELED out next to the table. RADIO MODULATOR is plugged in. Radio is turned and tuned to ORCHESTRA music that fills the square.

Oskar leans over and whispers in Christof's ear. He looks and sees a police car and a truck with Hugo in the driver seat, and two other ASSOCIATION STUDENTS seated in the truck bed.

INT. BOOKSTORE SHOP FLOOR - DUSK

Maxwell stands on a step stool, stocking a top shelf. Felix, Hans' classmate, RUNS into the bookstore.

FELIX Mr. Fleisher, Mr. Fleisher!

MAXWELL Yes?

FELIX Come quick! It's Mrs. Klieger!

Maxwell FOLLOWS Felix, runs out the store.

EXT. BOOKSTORE

Maxwell follows Felix down the street, past the Butcher Shop. Jacob and Hans play hopscotch on the sidewalk.

Mendel comes out of the butcher shop to investigate.

INT. TRUCK

Christof sees Maxwell and Felix run out of the building.

CHRISTOF Let's go.

23

EXT. BOOKSTORE

The police car and truck pull up.

Christof and his gang get out of the truck, and file into the bookstore.

MENDEL Hey, what's going on?

The police officers get out of their car and stand guard.

MENDEL (CONT'D) (to his sons) Boys, get inside.

Hans and Jacob go into the butcher shop, and look out the window.

MENDEL (CONT'D) (to the officer) This cannot be legal.

The officers LAUGH. Mendel makes a move towards the bookstore door and the officer pins him against the store window with his baton.

EXT. ALLEY DOWN VENLOER ST.

Felix leads Maxwell around a corner. Dead End. Maxwell looks around, no Mrs. Klieger. Felix flashes a big smile.

FELIX Easiest reichsmark I ever made.

Maxwell runs back to the store.

EXT. BOOKSTORE

Maxwell rounds the corner. Oskar and Hugo come out of the bookstore with ARMFULS OF VOLUMES each. They dump them into the truck bed and rush back inside. Mendel is still pinned against the bookstore window.

MAXWELL Hey!

MENDEL I tried to stop them.

24

Maxwell grabs the arm of a STUDENT. Dozens of books FLY out of his arms and onto the sidewalk. They SCUFFLE. The officers restrain Maxwell.

MAXWELL This is my shop!

CHRISTOF Yes, this is your shop, but these books are illegal.

Maxwell gets free for a moment. A third officer steps in to help restrain him.

CHRISTOF (CONT'D) Whoa, old timer.

OFFICER #1 He's strong.

OFFICER #2 If you don't relax we'll arrest you for resisting.

Maxwell relaxes, but seething.

CHRISTOF You know, we could have had our bonfire right here, burned your whole Jew-loving store to the ground along with your kike neighbor's butcher shop. You know why we didn't?

Hugo exits the store with the other students who hop into the back of the truck

OSKAR (to Christof) Okay we got it.

CHRISTOF Because we're nice. Let them go after we've gone.

Christof climbs into the truck. Truck DRIVES off. The officers release Maxwell and Mendel. They get into their car and drive off.

Maxwell starts to jog after the police car.

MENDEL Where are you going?

Maxwell turns around and TOSSES his keys to Mendel.

MAXWELL Lock up for me. 25

Maxwell jogs off.

MENDEL Should've thought of that before they took everything.

EXT. UNIVERSITY SQUARE - NIGHT

REVELERS fill the square. Goebbels PROPAGANDA speech BROADCASTS over the radio. PEOPLE have gathered into groups and some sing SONGS.

Students use GAS CANS to splash fuel on the PILE OF BOOKS in the center square.

Heinrich talks to a PRETTY CO-ED in a red ankle length dress. She LAUGHS.

TRUCK backs up to pile of books. Christof, Oskar, Hugo and the gang hop out of the truck.

The CROWD starts to CHANT.

CROWD Light it up! Light it up!

Maxwell ARRIVES on the scene.

Christof NODS the go ahead to Hugo. Match strikes, lights to flame and THROWN. PILE goes up in FLAMES like a torch.

Christof gets on the Microphone.

CHRISTOF Everyone! File around the pyre! Throw your volumes in! We have many more here to be burned.

Christof motions to the truck bed. The students line up for their turn to GRAB and THROW.

Maxwell BEE LINES for his books. His ARM is GRABBED. It's Heinrich.

HEINRICH Maxwell -- I mean Colonel. I'm so glad to see you here.

MAXWELL This is a crime.

Christof, still on the mic, UNFOLDS his prepared remarks. His words ECHO throughout the square.

CHRISTOF

26

The age of extreme Jewish intellectualism has now ended, and the success of the German revolution has again given the German spirit the right of way

The CROWD ROARS with APPLAUSE. Christof's speech continues in the background.

MAXWELL You will pay for these books.

HEINRICH Of course, we will. Mr. Fleisher, I don't want to fight with you. You are one of us.

Books are THROWN hard. Some PASS THROUGH the flames, landing on the other side. Students take joy in KICKING them back into the flames.

One book gets through and LANDS at Maxwell's feet. A STUDENT tries to get at it, but Maxwell stomps it. Maxwell glares at him.

STUDENT Okay, okay, mister. You can throw that one.

Maxwell bends down, picks up the book.

MAXWELL (to Heinrich) Will you be burning any people tonight?

HEINRICH What?

MAXWELL Where they have burned books, they will, in the end, burning human beings.

The CROWD ROARS with APPLAUSE.

HEINRICH That's ridiculous. Where did you hear that?

MAXWELL I didn't, I read it. In this book.

Maxwell shoves the book into Heinrich's chest.

BOOK COVER: CHRISTIAN JOHANN HEINRICH HEINE; A COLLECTION OF ESSAYS

MAXWELL (CONT'D) 27

A Jew wrote that over a hundred years ago. You see where this is going?

HEINRICH Colonel, you ought to be very careful with these opinions of yours.

Heinrich HANDS the book off to Gunter, who THROWS it into the flames.

MAXWELL Or else?

HEINRICH Or else it could be your book in those flames. Or worse.

MAXWELL I see.

HEINRICH I used to dream of meeting you, the great soldier of steel. I saw you once on the western front.

MAXWELL You did?

HEINRICH You walked past me, covered in blood from head to toe. They say you cleared an entire trench, after your whole platoon was killed. And I thought "Wow, there he goes, the ultimate warrior, the sole survivor"

MAXWELL And?

HEINRICH And now I'm not so sure. Maybe it's all bullshit. Maybe the only thing you're good at is telling stories, and ducking when the bullets fly.

MAXWELL Maybe. Maybe.

Christof's speech ECHOES.

CHRISTOF ...the future will rise from the fire within our hearts. Brightened by these flames, our vow shall be

28

forever. The Third Reich and our Fuhrer, Adolf Hitler. Heil Hitler! Sieg Heil!

The crowd ROARS

CROWD Sieg Heil! Seig Heil!

HEINRICH Seig Heil!

Heinrich notices Maxwell walking away through the crowd.

HEINRICH (CONT'D) Colonel!

Maxwell stops but does not turn around

HEINRICH (CONT'D) Sieg Heil! Sieg Heil!

Maxwell disappears into the crowd.

INT. BOOKSTORE SHOP FLOOR - DAY

BOOKS being STACKED on a CART. SQUEAKY WHEEL of cart SPINS as Maxwell PUSHES it down an aisle. Books are STREWN all over the SHOP FLOOR.

YOUNG HANDS stack books on the cart. Jacob picks books up off the floor.

MAXWELL What are you doing?

JACOB Helping.

MAXWELL I don't need your help.

JACOB Papa said to help.

MAXWELL I don't care what Papa said, go and play. Where's your brother?

JACOB I don't know.

29

Hans RUNS past store window.

MAXWELL There he is.

JACOB There he goes.

Six KIDS in HITLER YOUTH uniforms are in pursuit.

MAXWELL Wait here.

Maxwell exits.

EXT. VENLOER STREET

CLOSE UP: Hans' face - TERROR. He RUNS for his life, but they GAIN on him.

Hans cuts down an alley.

EXT. ALLEY OF VENLOER ST.

Hans rounds the corner, DEAD END. He turns around, gets into a FIGHTING STANCE.

The gang rounds the corner, led by Felix. They surround Hans.

FELIX Ha ha! Jew boy thinks he has a fighting chance.

Kids LAUGH. One kids SMACKS Hans on the back of the head. Hans turns around, SWINGS and misses. Hans turns again, COLD-COCKED by Felix. Hans FALLS to his knees.

Maxwell turns the corner sees Hans on the ground, being KICKED relentlessly.

MAXWELL Hey!

The kids see Maxwell and SCATTER. Maxwell helps Hans to his feet. Hans pulls away from him.

HANS Get off me.

MAXWELL Okay.

30

Hans walks past Maxwell and around the corner, Maxwell follows.

EXT. BOOKSTORE - DAY

Mendel and Jacob wait outside the shop, when Hans appears from around the corner. Maxwell follows a few paces behind. Hans' face is BLOODIED, his clothes DIRTY.

MENDEL What happened? What did you do?

Mendel tries to get a look at Hans' face, he pulls away and goes into the butcher shop.

MENDEL (CONT'D) (to Jacob) Go help your brother.

Jacob follows Hans inside.

MENDEL (CONT'D) He got into another fight?

MAXWELL It was a beating.

MENDEL It's getting worse.

MAXWELL What about getting out?

MENDEL And go where? Germany is my home.

MAXWELL A lot of Jews are leaving.

MENDEL What happened to "We are Germans. This is Germany! What can they do?"

MAXWELL I don't know anymore.

MENDEL This is bad business, Maxwell. I mean who would pay your rent?

MAXWELL 31

(agitated) Think about it.

Maxwell goes back into the bookstore. Mendel goes back into the butcher shop.

INT. BUTCHER SHOP - KITCHEN

Mendel enters the kitchen. Hans washes the blood off his face. Jacob watches from the side.

MENDEL Boys.

JACOB Yes, Papa?

Mendel grabs a towel and hands it to Hans. He wipes his face, and holds it under his bloody nose. Mendel runs his hands through Hans's hair, and pats him on the cheek.

MENDEL You okay?

HANS I can handle it.

MENDEL I know. But no sense in making things harder on yourself.

HANS I know Pop.

MENDEL If you're in trouble, you come straight here. Got it?

HANS Got it.

EXT. BUTCHER SHOP - DAY

Hans runs. He whips open the butcher shop door and dashes inside.

INT. BUTCHER SHOP

Mendel is helping a CUSTOMER when Hans bolts through the shop and into the kitchen.

32

MENDEL No running in the store.

HANS (O.S.) Sorry, Pop. Wasn't my fault!

Six HITLER YOUTH teens, including Felix run up to the window of the butcher shop.

FELIX We know you're in there, rat!

Mendel EXITS the shop.

EXT. BUTCHER SHOP

Mendel confronts the Hitler Youth gang. PEOPLE passing by stop to watch.

MENDEL You kids get out of here!

The gang starts to BACK OFF.

HITLER YOUTH #1 (to Felix) Look, its the rat's daddy. He can't tell us what to do.

FELIX Yeah we don't have to go anywhere! This is our country!

Felix picks up a pebble-sized ROCK and throws it at Mendel. The other kids do the same. Mendel retreats. Hans comes out. A crowd forms.

MENDEL Stop it!

Felix finds a FIST SIZED rock, and CHUCKS it, SHATTERING the butcher shop window.

Maxwell comes out of the bookstore. Grabs Felix, BACKHANDS him, and throws him to the ground. Felix's cheek is CUT.

MAXWELL Brat.

TWO GESTAPO'S arrive on the scene and make their way through the crowd.

POLICE #1

33

What's all this?

MAXWELL These hoodlums just busted my window.

POLICE #1 Is that right?

Felix starts to pick himself up off the ground. POLICE #2, GRABS his arm, helps him to his feet.

POLICE #1 (CONT'D) And what happened to you?

HANS He got smacked.

Mendel SHUSHES Hans. Felix POINTS to Mendel. A Gestapo paddy wagon ARRIVES on the scene. Two OFFICERS exit the vehicle.

FELIX He hit me!

MAXWELL That's a lie, I hit the boy.

FELIX No, no, it was him!

HANS (to Felix) What are you doing?

The Police GRAB Mendel.

MAXWELL (to the crowd) Everyone saw, I hit the boy. Why don't you speak up!

The crowd disperses.

POLICE #1 Okay, let's go.

The police take Mendel into custody. Jacob grabs Mendel around the waist. Hans pulls at his arm.

HANS 34

No, it wasn't him!

JACOB Don't take him!

MENDEL It'll be okay, It'll be okay.

They boys are crying. The officers pull Hans and Jacob off of Mendel. Mendel is put into the back of a paddy wagon. Mendel spots Maxwell in the dispersing crowd.

MENDEL (CONT'D) Maxwell!

Maxwell comes to the window of the wagon.

MENDEL (CONT'D) Look after the boys.

Maxwell shakes his head no, looks hesitant. The car begins to pull away.

MENDEL (O.S) (CONT'D) For me Maxwell, please. For me.

The car drives off. Jacob is WHAILING. The crowd dissipates. Maxwell lifts Jacob up and carries him into the bookstore. Hans follows.

INT. BOOKSTORE SHOP FLOOR - MOMENTS LATER

Maxwell plops Jacob down on the chair behind the desk. His face is red and swollen from crying uncontrollably.

MAXWELL Enough!

Jacob keeps crying. Maxwell SLAPS Jacob.

MAXWELL (CONT'D) STOP IT!

Hans ATTACKS Maxwell from behind, punching at his back. Maxwell turns and lifts Hans off his feet by his collar.

JACOB No it's okay I'm okay.

Maxwell looks down and sees Jacob has stopped crying. Hans flails his arms and legs, fruitlessly tries to land a blow on Maxwell.

35

Maxwell carries Hans, kicking and flailing, to the back of the store, through a door, and down a flight of stairs. Jacob follows.

INT. BOOKSTORE - STORAGE CELLAR

The cellar is lit by a couple hanging bulbs, low ceiling and dirt floor. There are crates of various sizes against the wall.

Maxwell throws Hans across the floor. Hans gets up and runs back, takes a wild swing. Maxwell easily moves aside and counter smacks Hans hard, sending him to the ground.

JACOB Don't beat him. Please don't beat him!

MAXWELL Shut up. Sit down.

Jacob sits on the ground. Maxwell looks to Hans.

MAXWELL (CONT'D) You. Get up.

Hans stands, gritting his teeth, face bloodied.

MAXWELL (CONT'D) Again.

Hans hesitates.

MAXWELL (CONT'D) You are weak. Coward.

Hans takes round house swings on Maxwell who blocks them both, and pushes him down, his ass hits the floor. Maxwell kicks dirt into Hans' face. Hans gets up and tries to kick Maxwell who sweeps his leg sending him to the floor again. He gets up again and starts swinging, Max is blocking his blows and lands another counter smack.

MAXWELL (CONT'D) You want to hit me?

HANS I want to kick your ass!

MAXWELL Good.

Maxwell grabs Hans fist out of the air, mid-swing.

36

MAXWELL (CONT'D) Keep your fist here. Your hips like this.

Maxwell positions Hans into a fighter's stance.

MAXWELL (CONT'D) Keep your shoulders straight. Try again.

Hans takes his time. He starts moving around Maxwell looking for an opening. He jabs at Maxwells torso with his left, Maxwell blocks, leaving himself open, Hans lands a shot with his right. Maxwell smacks him again.

MAXWELL (CONT'D) Good. You landed one.

Hans returns to his fighters stance,

MAXWELL (CONT'D) Enough.

JACOB When is Papa coming home?

MAXWELL Stay here tonight. I'll see about your father tomorrow.

Hans is still in a fighting stance.

MAXWELL (CONT'D) I am not your enemy.

Hans lets down his guard. Maxwell exits.

EXT. COLOGNE POLICE STATION - DAY

Maxwell crosses the street towards the square, four story building with Nazi banners hanging from it's corners.

INT. COLOGNE POLICE STATION - LOBBY

The station bustles with activity. OFFICERS go in and out. CLERKS carry file folders, across the hallway. CIVILIANS in business attire are shackled, seated along the far wall.

Maxwell stands behind a WOMAN holding a BABY. She talks to the YOUNG OFFICER who sits behind the counter.

37

WOMAN My husband was arrested last night.

YOUNG OFFICER Name?

WOMAN Isaac Geissmann.

The young officer looks down the page in his log.

YOUNG OFFICER Yes I see he's a lawyer and a communist.

WOMAN That's not true.

YOUNG OFFICER He's here for questioning, come back in a week. Next?

The woman, stunned, doesn't know what to say. Maxwell steps around her.

MAXWELL Mendel Steinbruck?

The young officer flips a few pages in his book.

YOUNG OFFICER Yes, the Jewish butcher guilty of sedition. He's been transferred to Brauweiler labor camp.

MAXWELL What? He was just brought in yesterday.

YOUNG OFFICER Next!

MAXWELL I need to speak with Heinrich Muller.

YOUNG OFFICER And you are?

INT. POLICE STATION HALLWAY - 4TH FLOOR

Elevator doors split open. Maxwell steps out into the hallway with a half dozen other officers who go their separate ways. 38

MAXWELL (V.O.) Maxwell Fleisher.

YOUNG OFFICER (O.S.) One moment.

DIALING of a rotary phone. PHONE RINGS.

Maxwell walks slowly down the hall, looking into open office doors. A secretary is typing away in one office.

YOUNG OFFICER (CONT'D) Yes a Maxwell Fleisher for Captain Muller. Yes. Okay. You can go up, fourth floor, end of the hall.

Three SENIOR OFFICERS pass him and a YOUNG WOMAN CLERK, dressed professional. One of the officers SMACKS her ass. The men LAUGH, the woman uncomfortably LAUGHS it off.

Maxwell arrives at the end of the hall, enters a pair of double doors.

INT. MULLER'S OFFICE - RECEPTION AREA - DAY

Muller's SECRETARY is typing. She sees Maxwell, stops, picks up the phone, dials a number.

SECRETARY He's here. Okay.

She hangs up.

SECRETARY (CONT'D) He's in a conference, it'll be just a minute, please have a seat.

Maxwell sits.

SECRETARY (CONT'D) Can I get you anything?

Maxwell shakes his head no.

JOVIAL conversation is heard from behind the office door. The doors OPEN, second hand smoke billows out.

Heinrich, RUDOLF DIELS and ERICH D'ALQUEN appear in the doorway. Erich, short and thin, wears circular rimmed glasses. Rudolf is tall, barrel chested. Both men dressed as SS. Maxwell stands. 39

HEINRICH Oh, yes, I'd like you gentlemen to meet Colonel Maxwell Fleisher, "The Soldier of Steel"

The men salute Maxwell. They GUSH.

ERICH Wow, it's an honor Sir.

RUDOLF I love your book.

HEINRICH Colonel Fleisher, this is Erich d'Alquen. He's the Chief Editor of the SS newspaper, Das Schwarze Korps! And this is Rudolf Diels, the future of SS.

RUDOLF Oh, you're too kind, Heinrich.

HEINRICH You're moving up fast, Rudolf.

RUDOLF Ha, we'll see.

ERICH I would love to do a profile on you Colonel for our next issue.

Maxwell looks directly at Heinrich.

MAXWELL Asshole.

The room goes silent.

HEINRICH Ah yeah. Ha ha! My friend has a sense of humor that's an acquired taste.

ERICH Yes, well we must be going.

RUDOLF Yes, I have to run. It was a pleasure to meet you.

ERICH/RUDOLF

40

Heil Hitler!

HEINRICH Heil Hitler.

The men look to Maxwell, who looks back with a menacing stare.

MAXWELL (slow, defiantly) Heil Hitler.

Erich and Rudolf EXIT.

INT. POLICE STATION HALLWAY - 4TH FLOOR

Erich and Rudolf are walking towards the elevator.

RUDOLF Not what I expected.

ERICH I guess he didn't like us. He didn't even make an effort to get to know us as individuals.

INT. MULLER'S OFFICE - RECEPTION AREA

Heinrich lights up a cigarette.

HEINRICH Excellent, Colonel. You don't do yourself any favors. Come.

Heinrich goes into his office, Maxwell follows.

INT. MULLER'S OFFICE

The office is decorated with ornate cherry oak wood furniture. The chairs are plush, the desk, huge, and equipped with top of the line office accessories, phone, fountain pen, desk set. A large floor globe sits off to the side. A life size portrait of Hitler hangs ominously behind the desk. Gunter is seated on a love seat couch on the far side of the room.

Heinrich opens his desk drawer and pulls out an envelope.

HEINRICH I have your check here. This should be fair compensation for anything you lost the other night.

41

Heinrich hands Maxwell the envelope. He opens it and looks inside.

MAXWELL It's not enough.

HEINRICH Ha ha it's more than enough for books that were illegal for you to sell anyway!

Heinrich sits at his desk and starts to sign paperwork.

MAXWELL This covers the books yes. But what about the lost rent?

HEINRICH Lost rent?

MAXWELL Yes, you arrested my tenant yesterday. When will he be released?

Heinrich looks up from his desk.

HEINRICH Oh, are you talking about the Jewish butcher who beats up little kids?

MAXWELL That's a lie. I hit the boy.

Heinrich goes back to his paperwork.

HEINRICH I don't care. His neighbors told us of how he hated Germany. We searched his house. We have evidence that he was conspiring against the government.

MAXWELL Ridiculous. He cuts meat.

HEINRICH Well I can see he's fooled you. The Jews are clever, I'll give them that.

MAXWELL What of his sons?

42

Heinrich SLAMS his pen down.

HEINRICH Who are you? What do you want? Can't you see that I am busy? You know what I want to know?

MAXWELL What?

Heinrich opens his desk drawer and pulls out a copy of "Soldier of Steel" and tosses it atop the desk.

HEINRICH Where is this man? That's the son of Germany I want to meet. Not this weak, bitter useless old man. Go out and find that man, then maybe we can talk.

Maxwell nods understandingly. He turns, exits the room.

EXT. BOOKSTORE - DAY

Maxwell arrives at the front door. A note is taped to the window. Maxwell removes and reads it, walks off.

EXT. STEINBRUCK HOUSE - DAY

Maxwell walks down a residential street. He arrives at address 13a and 13b duplex residence.

13a is nicely kept, clean patio, curtains in the window with a healthy flower garden underneath. 13b has been roped off with police tape, furniture has been haphazardly thrown on the lawn, the front window is broken. Maxwell checks the note, walks up the front door. An ELDERLY WOMAN emerges suddenly from 13A.

ELDERLY WOMAN I hope you're going to clean all this up.

Maxwell ignores her, enters the house.

INT. STEINBRUCK HOUSE - LIVING ROOM

Maxwell enters. The house is dark, dusty, and trashed. Everything has been tossed about and broken.

ELDERLY WOMAN (O.S.)

43

Someone has to take care of this mess!

Maxwell goes into the next room.

INT. STEINBRUCK HOUSE - KITCHEN

The kitchen is a total mess, all the cupboards are open broken glass and ceramic shards are everywhere. The drawers have all been pulled out from the counter and their contents liter the floor.

Hans and Jacob are seated at the kitchen table, both appear dazed, emotionless.

HANS This is home.

MAXWELL Not anymore.

Jacob wells up, but is trying to contain himself.

JACOB When is Papa coming home?

Hans looks to Maxwell for an answer. Maxwell shakes his head no.

HANS Where?

MAXWELL Labor camp.

Hans shakes his head in disbelief, looks around the room.

HANS These bastards.

Elderly Woman appears in the window from the outside.

ELDERLY WOMAN You're not supposed to be in there, I'm calling the police!

HANS Oh shut up you old bag!

Elderly woman gasps, and leaves from view.

MAXWELL

44

We should go.

HANS Go where? This is it.

MAXWELL You got any other family?

Hans points to Jacob.

HANS Just him.

Maxwell takes a deep breath and lets out a long slow sigh.

EXT. VENLOER STREET - DAY

Maxwell is walking towards the bookstore store front. Hans follows, wearing a cap and coat, carrying a small suitcase. Jacob brings up the rear, wearing a cap and coat, carrying an even smaller suitcase.

Maxwell stops at the front door, and turns to face the boys.

MAXWELL Don't speak unless spoken to. Address me as sir. Do as your told. And pray your father is out soon.

HANS Oh I'll be praying.

Maxwell shoots him a look.

HANS (CONT'D) I mean sir! I'll be praying... sir?

Maxwell enters the bookstore followed by the two boys.

INT. BOOKSTORE APARTMENT - BOYS ROOM - NIGHT

The room is plain. The wallpaper has been scrapped off, but some patterned slivers remain. The boys in night clothes, lie in a single twin bed.

Hans is picking at the left over wallpaper.

JACOB I miss Papa. I want to go home.

45

HANS This is it for now. Trust me the boys home is worse, it's rat infested and run by nuns. I'm not even sure they'd take us in.

JACOB He had me cleaning all day. Do the bathrooms, sweep the floor, clean the kitchen.

HANS We had a good dinner. We have our own room. It could be worse.

Jacob sobs quietly.

HANS (CONT'D) It's okay little brother. Just hang in there, Pop will be back soon.

INT. BOOKSTORE SHOP FLOOR - DAY

Maxwell is finishing a transaction with a YOUNG SOLDIER. He closes the cash drawer.

YOUNG SOLDIER Thank you sir.

MAXWELL Have a nice night.

The young soldier grabs his bag of books, heads for the exit. Hans and Jacob enter. Hans stumbles in. He has cuts on his face, and blood coming from his nose and mouth.

JACOB Sir, sir, come quick!

MAXWELL My god. Were you hit by a car?

Maxwell comes from around the counter to help Hans. Hans brushes Maxwell off.

HANS I'm okay, I'm fine.

Hans collapses.

FADE TO BLACK.

46

INT. BOOKSTORE APARTMENT - BOYS ROOM - NIGHT

HAN'S POV -- Maxwells hovers over, silhouetted from the hall light.

JACOB (O.S) He was trying to protect me.

Hans passes out.

FADE TO BLACK.

INT. BOOKSTORE APARTMENT - BOYS ROOM - DAY

Hans wakes up. His face cleaned of the blood, but his eyes are blackened and his bottom lip cut and swollen. Jacob sits on a chair next to the bed.

JACOB Sir, sir! He's awake!

Jacob EXITS.

HANS (raspy voiced) Wait...

Maxwell ENTERS the room, Jacob enters behind him.

MAXWELL Look who's up. Get some water.

Jacob exits.

MAXWELL (CONT'D) I wasn't sure you were going to make it.

HANS Sorry to disappoint you.

MAXWELL It's okay. There's always next time.

Hans chuckles, but winces in pain. Jacob enters with a glass of water. He hands it to Hans who takes a sip.

MAXWELL (CONT'D) You can't take on the whole world.

HANS

47

Teach me to fight proper. Like that time in the basement.

MAXWELL So you can really get yourself killed?

HANS No, I'm just tired of running. I'm tired of being afraid.

MAXWELL All fighting does is lead to more fighting.

HANS I need to defend myself. Look at me! Give me a chance. Maybe I'll go down anyway... But at least I'll go down swinging. A fighting chance, that's all I want.

INT. BOOKSTORE - STORAGE CELLAR - DAY

Maxwell spars with Hans. Hans's face has healed some. Maxwell smacks Hans to the ground. Hans gets back up. He puts his hands back up wanting to go again.

Jacob sits on the crates, watching intently. Maxwell re-positions Hans into the proper stance.

MAXWELL Feet apart. Balance. Fists. Knees. Elbows. Learn to use your whole body.

INT. BOOKSTORE - STORAGE CELLAR - MORNING

Hans does pushups, his face healing, trace cuts are still visible.

Jacob does pushups too, tries to keep up.

INT. BOOKSTORE - STORAGE CELLAR - NIGHT

Hans punches a mattress tied to a post. He's kicks with his shin, strikes with his elbow, and lands combinations of blows.

Maxwell sips coffee, watching Hans intently. He steps in to re-position Hans' fist higher, next to his face as he jabs.

MAXWELL Always protect yourself.

48

Hans nods.

INT. BOOKSTORE - STORAGE CELLAR - MORNING

Hans does pull-ups from a cross beam.

INT. BOOKSTORE - STORAGE CELLAR - DAY

Maxwell spars with Hans. Hans's face is healed. Maxwell blocks several blows from Hans. It's a back and forth. Hans blocks blows from Maxwell.

Maxwell raises his palm to stop Hans.

MAXWELL Good. Good.

EXT. SCHOOL YARD - AFTERNOON

The double doors of the school building split open and STUDENTS between the ages of 6 to 13 spill out into the yard. Most of the boys are dressed in their Hitler Youth uniforms, while a select few are in a typical school uniform.

Hans spots Jacob in the crowd of kids.

HANS Jacob!

Jacob sees him.

HANS (CONT'D) C'mon lets go!

Jacob follows Hans out of the dispersing crowd.

Felix sees Hans and Jacob walking off. Felix WHISTLES, capturing the attention of three other boys all dressed as Hitler youth.

The GANG follows Hans and Jacob.

FELIX Look who came back to school. I thought you would have learned your lesson.

Hans turns to face the gang.

FELIX (CONT'D)

49

All healed up and ready for another beating. What you're not going to even try and run?

Hans and Felix are nose to nose.

HITLER YOUTH #1 Hey Felix.

FELIX Yeah?

HITLER YOUTH #1 Why is he smiling?

Felix's expression goes from cocky aggression to apprehensive concern.

INT. BOOKSTORE APARTMENT KITCHEN - EVENING

Maxwell, Hans and Jacob are in the middle of dinner, there plates of food are half eaten.

JACOB And he said "I'm not running anymore"

Jacob stands up and re-enacts Han's moves. Hans chuckles as Jacob recants the story.

JACOB(CONT'D) And then POW! POP! POW POW! He socked him like five times!

MAXWELL Wow.

JACOB Yup the other kids just ran off, Felix was all messed up.

Maxwell looks at Hans. Hans is smiling proud of himself as he takes in a bite from his fork,

MAXWELL Now you can fight.

HANS I guess.

MAXWELL Be smart.

HANS

50

Yeah, yeah.

Maxwell slaps Hans sending his fork to floor. Hans is SHOCKED. Maxwell puts his index finger in Hans's face.

MAXWELL (deadly serious) Be smart.

Hans stands up, storms off.

JACOB I try to be smart.

Maxwell nods his head in agreement.

INT. SCHOOL AUDITORIUM - DAY

STUDENTS of all ages enter the large room.

Felix enters with his friends. His eye blackened and lip swollen

Hans walks past him and makes an aggressive move in Felix's direction forcing him to flinch back, making some students laugh.

INT. SCHOOL AUDITORIUM BACK WALL - CONTINUOUS

SAM, 13, stalky and thug like, wears a cap enters the room with IZAAK who is taller and also 13. Izaak sees Hans and points him out to Sam.

IZAAK Is that him?

SAM Yeah.

Sam and Izaak approach Hans who is standing up against the back wall.

IZAAK Hey, man.

HANS Hey.

IZAAK You the one who kicked the shit out of Felix?

HANS

51

Who wants to know?

IZAAK I'm Izaak, this is Sam.

HANS I remember you from Hebrew School.

SAM Yeah, you haven't been around for a while.

HANS I stopped going when my mom got sick.

Jacob comes up to the boys.

JACOB Hi guys.

HANS This is my little brother.

SAM/IZAAK Hey.

HANS So what's all this supposed to be about?

SAM Some kind of science presentation I guess.

INT. SCHOOL AUDITORIUM STAGE

A pulled down screen on a tripod sits center stage. Four adults are seated stage right facing the audience. DR. WIETZEL, 50's, glasses, is wearing a lab coat. GUNTER KONIG is seated next to him in his SS Officers uniform. PRINCIPLE VOGLER, 60's, is wearing a suit. The TEACHER, 30's, attractive woman in a long dress sits on the end.

There is a lectern in front of them.

TEACHER Children take your seats. Quiet down everyone. Quiet down.

The audience grows quiet.

TEACHER(CONT'D) Officer Konig will read a list of names. 52

The teacher relinquishes the lectern and Gunter steps up with a file folder in his hand. He opens the folder.

GUNTER Will the following come to the stage.

Gunter clears his throat.

GUNTER (CONT'D) Solomn Ackerman, Selig Baar, Lea Berger, Sara Block, ...

Students from the audience slowly start emerging from the crowd and make their way to the stage.

GUNTER (CONT'D) Samuel Gerstien....

ANGLE ON BACK WALL

SAM What the hell?

Sam starts towards the front with the other students whose names were called.

ANGLE ON STAGE

Kids are lining up across the stage as Gunter calls the names.

GUNTER Sally Heller, David Rosen, Hans and Jacob Stienbruck.

ANGLE ON BACK WALL

Hans and Jacob start towards the stage.

JACOB You think we're getting an award?

HANS No.

Hans and Jacob stand on the end next to Sam.

53

ANGLE ON STAGE

GUNTER Now Dr. Wietzel has a presentation.

Gunter takes his seat and Dr. Wietzel steps up the lectern.

DR. WIETZEL Hello children. This is the Jew.

Overhead projector displays an anti-Semitic characterization of a Jewish man on the screen.

The children on the stage put their heads down in shame, except Hans, he's eyes up, staring straight ahead.

DR. WIETZEL (CONT'D) There are biological inferior characteristics you must learn to identify.

SAM I can't believe this is happening.

HANS Believe it.

Jacob looks out at the audience and sees a three little girls snickering at him. He quickly looks back down, humiliated.

DR. WIETZEL Next slide!

EXT. HILLTOP OVERLOOKING PARK - DAY

Hans, Jacob, Izaac and Sam are atop a hill. Jacob is drawing circles in the dirt. Sam is tossing up pebbles and then trying to bat them out of the air with a stick. Izaac and Hans are looking down on the field.

Dozens and dozens of Hitler Youth ages 10 to 17 are using the field for organized games and activities. Some are playing tug of war, some are running 100 meter races, some are pole vaulting, some are practicing archery.

IZAAK Looks like fun.

HANS I guess.

54

Jacob gets up to get a look.

JACOB Oh, they have bows and arrows? Cool!

SAM I'm not going back to that blasted school. To hell with them.

HANS I'm going back. I'm not getting run out.

IZAAK It's not going to matter soon anyway.

HANS How's that?

IZAAK They're passing all kinds of laws that don't let us do stuff. My dad can't practice law anymore, and he says pretty soon they'll kick us out of the schools.

SAM Yeah, that's true. My Mom got fired from her teaching job.

IZAAK What about your dad?

HANS Arrested. He's at a labor camp I guess.

IZAAK You staying with relatives?

HANS No, we're with the old guy who owns the bookstore on Venloer Street.

SAM Really? Isn't he like some hard-ass super Nazi?

HANS No, he's an old military guy, but he's no Nazi. That's for sure.

FLASHBACK TO:

55

INT. BOOKSTORE BATHROOM - DAY

Hans is on the toilet and realizes, no paper on the roll.

HANS (yells) We're out of paper!

Beat.

HANS (CONT'D) Jacob, fetch me some paper please!

PITTER PATTER of little feet get louder towards the bathroom door, it cracks open.

JACOB We're all out but he told me to use the pages from this.

A copy of Mein Kampf is tossed onto the bathroom floor by Hans' feet.

BACK TO PRESENT:

EXT. HILLTOP OVERLOOKING PARK

JACOB We have our own room.

SAM Exciting.

EXT. HITLER YOUTH PRACTICE FIELD - SAME TIME

Felix and his friends are on the archery range. Felix has a bow drawn and is aiming at a haystack target. He releases... BULLS EYE.

HITLER YOUTH #1 Oh nice shot.

Felix spots Hans and his friends on the hill top.

FELIX Hey check it out.

HITLER YOUTH #1 Oh look everyone, they're spying on us!

56

Several of the boys laugh and point.

EXT. HILLTOP OVERLOOKING PARK

Hans and the gang see they've been spotted.

IZAAK Com'on guys, let's go.

HANS I'm not going anywhere.

EXT. HITLER YOUTH PRACTICE FIELD

Felix draws his bow and aims it towards the hill.

FELIX I'm going to try and hit one of them.

HITLER YOUTH #1 No way. You can't shoot that far.

EXT. HILLTOP OVERLOOKING PARK

IZAAK He's pointing it at us.

HANS He can't shoot it that far.

EXT. HITLER YOUTH PRACTICE FIELD

Felix changes his aim and points it way up into the air. He releases. The arrow flies straight into the sun.

EXT. HILLTOP OVERLOOKING PARK

IZAAK Run for it! It's coming down!

The boys all run for cover. Hans just stands there.

SAM Run man! Get out the way!

57

JACOB (frantic)) Run Hans! Run get out of the way get out of the way!! What are you doing!!??

Hans ignores them. He looks up, sees the arrow coming down. POOF the arrow lands two feet in front of Hans' feet.

EXT. HITLER YOUTH PRACTICE FIELD

Felix sees he missed.

HITLER YOUTH #1 He didn't even try to move.

EXT. HILLTOP OVERLOOKING PARK

Hans pulls the arrow out of the ground and breaks it over his thigh, then throws the two halves down into the dirt.

EXT. HITLER YOUTH PRACTICE FIELD

FELIX Crazy Jew.

EXT. HILLTOP OVERLOOKING PARK

Jacob runs up to Hans and starts hitting him with the bottom of his fists.

JACOB You're stupid! Why did you do that!? You're so stupid!

Hans tries to restrain him.

HANS I'm okay, it's okay. Relax.

Hans gets him in a bear hug from behind.

HANS (CONT'D) Nothings going to happen to me.

Jacob wrestles out of Hans' grasp..

58

JACOB Stupid idiot!

Jacob runs off.

SAM Well he's pretty pissed.

HANS I better go. See you guys around.

SAN/IZAAC See ya.

Hans goes after Jacob.

INT. BOOKSTORE SHOP FLOOR - DAY

Maxwell, at his desk, glues a damaged book binding. An open tackle box, with specialized tools for the task are laid out on a towel.

Jacob ENTERS. He plops down, face red from crying.

JACOB I don't want to be Jewish anymore.

Maxwell doesn't divert his attention.

MAXWELL I don't blame you.

JACOB I hate school, I hate the teachers, I hate the kids, I hate Hans. I hate god.

Maxwell looks up from his work.

MAXWELL That's a lot of hate.

Hans enters.

JACOB I hate you!

HANS Still?

59

MAXWELL What's all this?

HANS He's upset because we saw the Hitler Youth out on the field.

JACOB They get to do all the cool stuff and we get nothing. It's not fair.

MAXWELL Nothing?

JACOB Yeah they were doing track and field and playing tug of war with this huge rope and they had bows and arrows.

MAXWELL Bows and arrows, huh? I have something that beats that.

INT. BOOKSTORE - STORAGE CELLAR - DAY

A crowbar wedges into the top of a wooden storage crate. Maxwell pushes down on the crowbar separating the top.

Maxwell gets his fingers under the top and pulls it free from the nails and sets it aside. Maxwell reaches in and pulls out a rifle.

JACOB/HANS Whoa!

JACOB That's cool!

MAXWELL This is a Gewehr 98 bolt action standard military issue infantry weapon.

HANS Let me hold it.

Maxwell gingerly hands over the rifle.

MAXWELL

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Careful with it.

Hans inspects it closely.

MAXWELL (CONT'D) Designed in 1895 by Paul Mouser, holds a five round clip, one step bayonet attachment.

HANS Do you have the bayonet?

JACOB Let me see it, it's my turn.

Hans gingerly hands the weapon to Jacob.

HANS Careful.

Maxwell reaches into the crate and pulls out the bayonet. He passes it to Hans. Hans inspects it, touches the tip with his finger.

MAXWELL It's sharp.

HANS How did you get all this?

MAXWELL A lot of confusion after the war, if you know the right people it's not hard.

HANS Hey, you should take us hunting!

MAXWELL No I don't think so. Come, give it here,

Jacob hands the rifle back.

HANS Why not?

MAXWELL Well you need a license to hunt. You just cant go kill anything you want.

JACOB I don't think I could kill anything anyway. 61

HANS I could.

MAXWELL You think so?

JACOB You can still take us out to shoot. We just won't kill anything.

MAXWELL Jews with guns. Sounds dangerous.

HANS Really? Any more dangerous than Nazi's with guns?

Maxwell considers the point.

EXT. WOODS BORDERING COLOGNE - DAY

Bottles and cans are lined up across an uneven log. POW bottle is motionless.

Maxwell is hovering over Hans who is lying on his stomach aiming the rifle.

HANS Dammit.

Hans pulls the bolt action back and forward.

MAXWELL Exhale, relax. When you have no breath, then you...

HANS Pull the trigger...

MAXWELL No. Press the trigger, you tighten with the pad of your finger, that's the trick to accuracy. Breathe, calm, keep both eyes open, aim, exhale, and press.

Hans exhales. Presses the trigger. POW bottle explodes. Hans bolt actions the rifle. Beat. He exhales. POP the can is blown away.

HANS All right.

MAXWELL Good shot. 62

JACOB When can I get a turn?

MAXWELL In three years.

JACOB Oh come on! This was my idea!

Hans and Maxwell share a look.

CUT TO:

Jacob is holding the rifle, the barrel is resting on a rock.

JACOB (CONT'D) Okay now what. I'm pressing. Nothings happening.

MAXWELL Yeah you have to put a round in the chamber.

Jacob grabs the bolt to try and pull it back. He's struggling with it.

HANS Need help?

JACOB I can do it.

Jacob gets it, pulls it back and then forward.

MAXWELL Good. Now aim....

POW the gun discharges Jacob drops it and falls to the ground holding his shoulder.

JACOB Owe owe that hurts.

HANS You okay?

JACOB I'm fine. I'm just going to go over here for a bit.

Maxwell picks up the rifle and hands it to Hans. Jacob walks off massaging his shoulder.

MAXWELL Don't wander too far.

63

EXT. WOODS/MINE FIELD BORDER - DAY - CONTINUOS

Jacob is walking through the forest. He picks up a stick and starts whipping it through the air like a sword. He comes across a rotted hollowed out tree trunk.

JACOB Neat.

He steps into it to see if he can hide inside. He almost gets stuck but gets himself out. Brushing himself off he looks up and is suddenly amazed.

EXT. WOODS BORDERING COLOGNE - DAY - CONTINUOS

Maxwell is holding the rifle and takes a shot. Jacob runs up behind them.

JACOB Hey I found something.

EXT. WOODS/MINE FIELD BORDER - DAY - CONTINUOS

Maxwell, Hans, and Jacob arrive back to the spot. Maxwell takes a knee. They look across a large field 200 yards wide 350 yards deep, at the end of it is the Brauweiler Labor Camp.

HANS Labor Camp?

MAXWELL I think so.

JACOB Is Papa there?

MAXWELL I don't know Jacob. I don't know.

HANS Let's go find out.

Hans starts to walk towards the tree line. Maxwell reaches up grabs his arm and pulls him to the ground.

MAXWELL No idiot. That's a mine field. Plus if they see you they'll kill you. See those guard towers?

Hans takes a closer look and sees the outline of the armed guards the towers that corner the 20-foot high FENCE that surrounds the campus.

64

HANS I just want to know if he's alright.

EXT. BRAUWEILER LABOR CAMP - CENTER QUAD - SAME TIME

Mendel is helping two dozen other prisoners dig a long ditch. His beard is grown out. He's lost weight. He senses something and looks up from his work, past the fence across the field and into the tree line.

PRISONER #1 (whispers) Mendel, get back to work.

Mendel's voice is weak, horse.

MENDEL My boys.

PRISONER #1 What's the matter with you? Get your head down, you'll get beaten.

Mendel starts to dig again.

MENDEL I just miss my boys.

EXT. WOODS/MINE FIELD BORDER - DAY - CONTINUOS

Maxwell stands up and steps back from the tree line.

MAXWELL Come on. Let's go home.

Hans stands up and follows. He looks around for Jacob and sees him half-way inside the rotted trunk.

HANS Come on, let's go.

Jacob works his way free and follows Hans and Maxwell through the woods.

EXT. TRAIN STATION - DUSK

A train comes into the station, wheels screech as the train slows to a stop. Commuters spill out.

65

Maxwell steps off the train, followed by Hans and Jacob, Maxwell has a large military duffel bag over his shoulder.

EXT. VENLOER STREET - DUSK

Maxwell, Hans and Jacob are walking single file towards the bookstore.

Maxwell opens the door with his key. Jacob happily runs inside.

HANS Mr. Fleisher?

MAXWELL Yes?

HANS I just wanted to say...

MAXWELL It's okay. Go wash up for dinner.

Hans enters the bookstore. Maxwell takes a moment and looks to the sky. He enters the bookstore and shuts the door.

PULL back and up from the front door to view the street corner.

Then further back to view Venloer Street, then higher to view the Ehrenfeld District, then higher into the sky past low level clouds to view sprawling city of Cologne.

SUPERIMPOSE: 7 YEARS LATER

AIR-RAID SIREN pierces through the city.

Vickers Wellington Twin engine Royal Air Force (RAF) long range medium bomber flies below.

Anti-Aircraft fire streams past the wings. Flak EXPLOSIONS rattle the plane.

BOMBS AWAY. TRACK falling munitions back down towards the city as they gain tremendous speed, Ehrenfeld district, city street, factory roof.

EXT. MANUFACTURING PLANT - DAY

The four story factory building is OBLITERATED in a massive explosion that shakes the ground.

66

INT. BOOKSTORE SHOP FLOOR - DAY

MAXWELL, slightly aged and hair line further receded, is running from his desk to the foot of the stairwell.

MAXWELL Jacob! To the cellar!

INT. BOOKSTORE APARTMENT - BOYS ROOM - DAY

JACOB (13) is frantically collecting scrolls of drawings and water color paintings.

MAXWELL (O.S.) Let's go!

Jacob rushes towards the door, stops, turns, looks, sees his tackle box of art supplies, quickly grabs it and exits.

INT. BOOKSTORE SHOP FLOOR - FOOT OF STAIRS

Jacob comes down the stairs, arms full of drawings and supplies.

MAXWELL Really?

BOOM! The bookstore is rocked by a nearby explosion, sending books off their shelves.

MAXWELL (CONT'D) Hurry, hurry!

Maxwell ushers Jacob toward the cellar door.

JACOB Where's Hans! Where's Hans?

MAXWELL I don't know.

Maxwell and Jacob enter the cellar, Maxwell slams the door closed behind them.

EXT. HOHENZOLLERN BRIDGE - SAME TIME

HANS (20), tall, dark, lean, unshaven. His hair falls from under a hooligan cap almost covering his eyes. He's wearing a bomber jacket over a tee-shirt, suspenders hold up his loose fitting trousers. He has a paisley handkerchief around his neck. Hans peeks out from under the bridge.

67

Two covered cargo trucks stop directly above at the bridge edge. TRUCK DRIVER 1 & 2 and an SS GUARD 1 & 2 get out from each car.

TRUCK DRIVER Take cover under the bridge!

Izaak and Sam are behind Hans. Reveal 4 other young boys range in age from 14 to 19 all similarly dressed.

HANS Get ready! This is it!

Hans pulls up the handkerchief, covering the lower half of his face. The other boys do the same.

Just as the truck drivers feet hit the embankment below the bridge, Hans yells.

HANS (CONT'D) Go! Go! Go!

The boys file out from the opposite side, and scramble up to the road.

Izaak gets behind the wheel of one truck with a fellow bandit while Sam gets behind the wheel of the truck out in front. The boys jump into the back with the cargo.

The SS Officers and the other truck driver duck under the bridge.

TRUCK DRIVER Who the hell are you?

HANS Who do you think?

TRUCK DRIVER It's them!

SS OFFICER Who?

TRUCK DRIVER The Steinbruck Bandits!! Kill them!

The SS Officers pull their lugers but lose their footing on the steep embankment and slide down towards the water. Hans LAUGHS and uses the bridge support beam to pull himself up onto the road with ease.

INT. CARGO TRUCK - MOMENTS LATER

68

Hans jumps into the driver's side of the front cargo truck. Sam scoots over to make room. Hans turns the key, starts the engine and pulls away.

HANS Whooo hooo!

SAM Ha Ha!

EXT. HOHENZOLLERN BRIDGE - SAME TIME

The SS crawl to the top of the embankment. They fire rounds at the trucks as they speed away.

INT. CARGO TRUCK - DRIVING

Hans is looking in the rear-view mirror.

HANS Did we get everyone? Everyone in?

SAM I think so.

SAM sticks his head out the window and looks back to the other truck. He sees Izaak driving, following close behind. Sam gives a thumbs up, Izaak returns the gesture.

An EXPLOSION blows open the street in front of the truck. Hans swerves to avoid the crater.

HANS Holy Shit!

SAM Whoa!!

HANS (shouting to the sky) We're on your side!!

EXT. STREETS OF EHRENFELD - DAY

The two trucks make their way through the partially destroyed district of Ehrenfeld. The air-raid siren dissipates and the sounds of anti-aircraft and explosions subside.

69

EXT. GARMENT FACTORY BACK ALLEY - DAY

The two trucks pull up to the back alley. Maintenance workers are sweeping dust and debris away from the cargo bay.

Maxwell makes eye contact with one of the workers who puts his broom down and goes inside.

SAM What's going on?

HANS Wait a minute.

MR. WEBER (40's), well dressed, black hair slicked back, emerges from the rear exit.

MR. WEBER Stolberger Street!

Hans acknowledges, pulls away. Izaak follows in his truck.

EXT. STOLBERGER WAREHOUSE - DAY

The warehouse has mostly caved in and the building is condemned. The trucks pull up to the large bay doors of which all the windows are blown out.

INT. CARGO TRUCK - SAME

SAM Nobody's home?

The bay door begins to roll up.

HANS Here we go.

The trucks creep forward.

INT. STOLBERGER WAREHOUSE - DAY

The two trucks enter the warehouse. Sunlight streams through the bombed out roof.

A MAINTENANCE WORKER motions the trucks forward into the warehouse. Once in, he signals another WORKER who releases the chains unraveling the door as it falls shut with an ECHOING SLAM.

70

MR. WEBER Hans my boy! What have you done?

Mr. Weber embraces Hans and pinches his cheek.

MR. WEBER (CONT'D) I love this guy!

HANS Unload it fellas.

Hans' crew jumps out of the back and start unloading butter barrels, cheese packaged in bulk, cases of milk.

MR. WEBER Good, good. All dairy? This is twice as much as last time.

Mr. Weber snaps his fingers twice. MECHANICS immediately start stripping the truck of parts.

HANS Does that mean we'll get paid double?

MR. WEBER Now let's not get ahead of ourselves. This is perishable. How's twelve thousand?

HANS Fifteen is better.

MR. WEBER Thirteen and a half?

Hans nods in agreement.

INT. STOLBERGER WAREHOUSE - MOMENTS LATER

The cargo trucks are on their axles, stripped down to their frames. The mechanics and maintenance workers are loading the goods on commercial open bed trucks.

Mr. Weber is sitting at a folding table counting out stacks of cash as he puts it into a cloth sack.

MR. WEBER Twelve, Thirteen, and Thirteen Five.

Hans takes the sack. 71

HANS Thank you Mr. Weber.

MR. WEBER You should be happy, this is a lot of money. At this rate you'll be a rich man in no time.

IZAAK At this rate we'll all be dead.

Hans shoots Izaak a disappointed look.

MR. WEBER What's all this about? I thought there were no problems.

IZAAK No problems except bullets whizzing by my head.

MR. WEBER They had guns?

HANS SS Guards. Wasn't a problem.

MR. WEBER You boys be careful out there.

Hans puts the sack over his shoulder.

HANS Mr. Weber.

MR. WEBER Hans.

The gang leaves. The commercial trucks pull out at the same time, tarp's over the cargo beds.

EXT. KEPLER STREET HIDEOUT - DAY

The house is partially destroyed but still standing.

IZAAK (O.S) No I'm done! I'm done!

INT. KEPLER STREET HIDEOUT - CELLAR - DAY

72

Hans, Sam and Izaak are around a table with a stack of cash at the center, the other boys are counting their take in different parts of the room.

HANS Keep your voice down.

IZAAK That was my last one, Hans. Small jobs from supply warehouses fine, but these truck deals have gone too far.

HANS Look how much we made!

IZAAK Who cares if we're all dead.

Hans looks around the room at the teenage boys.

HANS Okay, men. Time to go.

The boys gather their satchels and put on their coats.

HANS (CONT'D) Remember, one at time, and don't talk to anyone you don't know.

The boys head up the stairs. ADALIE (late 30's), blonde, attractive, comes down the stairs ENTERS. She puts her hands on Hans shoulders.

ADALIE Everything okay down here?

HANS Fine.

Adalie whispers in Hans ear, kisses his neck.

HANS (CONT'D) I'll be up soon. Give us few more minutes.

Adalie EXITS.

HANS (CONT'D) Don't talk about getting killed in front of the boys.

IZAAK Why not? 73

SAM Because first you say it, then you do it.

IZAAK Shut up, Sam. That doesn't even make any sense.

HANS One more job like today, and we'll have enough for Lugers, grenades, anything we want.

IZAAK Why? I'm looking to make a few bucks, not start a goddamn war.

HANS They declared war on us.

IZAAK Maybe so, but I'm fixed on surviving it.

Hans grabs a stack of cash and throws it at Izaak's chest.

HANS Then take your cut and get out.

IZAAK You're insane.

Izaak starts picking up his cash.

SAM Come on, let's not be like this.

Izaak finishes collecting his cash, he grabs his satchel, puts the money in. He takes his handkerchief out of his pocket and tosses it on the table.

IZAAK Go to hell.

Izaak exits.

SAM Great. Nice job.

Sam exits.

SAM (O.S.) (CONT'D) Izaak, wait.

74

Hans is left for a moment to ponder.

HANS God dammit.

Hans exits.

EXT. KEPLER STREET HIDEOUT - DAY

Sam catches up to Izaak who is speed walking away from the house.

SAM Wait up.

Izaak keeps walking. Sam catches up and gets in front of Izaak.

SAM(CONT'D) Don't be like this, he didn't mean it.

IZAAK It's too dangerous, Sam. I mean they know our names. If we don't stop now, we WILL get caught, probably killed.

Hans emerges from the front door of the house.

HANS Isaak!

IZAAK Yeah?

Beat.

HANS Careful out there, brother.

Izaak shakes his head, smiles.

IZAAK You, too, brother. You, too.

Sam puts one hand on Izaak's shoulder and shakes his hand with the other.

SAM See you soon?

IZAAK

75

I'll be around.

Izaak walks off.

INT. KEPLER STREET HIDEOUT - KITCHEN - DAY

Hans and Adalie are sitting at the kitchen table holding hands. Sam enters with his satchel and jacket.

HANS Leaving?

SAM Yeah.

Hans gets up, puts his arm around him, and walks him towards the front door.

SAM (CONT'D) You know Izaak might be right. We should probably lay low for awhile.

Hans sighs, considering the advice.

SAM(CONT'D) You heard it right? "The Steinbruck Bandits"? If they know your name, it won't be long till they find us.

HANS Stay off the busy streets.

Sam EXITS. Hans goes to the window, watches him walk off, continuing to look up and down the street after he's gone.

Adalie comes up behind Hans and puts her hands around his waist. He turns around and into her passionate embrace as their mouths unite in a long seductive kiss.

HANS (CONT'D) I have to go.

Adalie SMACKS Hans across the face.

ADALIE You son of a bitch.

She turns to get away from him, Hans grabs her.

HANS

76

I'll be back.

He pulls her back toward him.

HANS (CONT'D) I promise, I'll be back tonight.

Hans gives her a soft kiss. She smiles suspiciously. Hans EXITS.

INT. BOOKSTORE SHOP FLOOR - DAY

Maxwell is putting books back on the shelf, Jacob is sweeping up broken glass. Hans ENTERS.

JACOB Hans!

Jacob drops the broom and runs to hug his brother.

HANS It's good to see you, too.

JACOB Where were you?

Maxwell comes out from behind a shelf holding a stack of books.

HANS Sir.

Maxwell looks him up and down.

MAXWELL You okay?

HANS Yes, sir.

JACOB Are you staying tonight?

HANS (to Maxwell) Am I staying?

MAXWELL You can stay for dinner. Now help your brother pick up.

77

Maxwell goes behind the shelf out of site.

HANS (to Jacob) Still so charming.

EXT. COLOGNE POLICE STATION - DAY

Black Horch 853 model limousine comes to a sudden halt. The back door opens, boot steps out. HEINRICH MULLER slightly aged, uniform decorated with Lieutenant General wings on his collar. GUNTER KONIG, at his side, with double stripes of Senior Storm leader. Heinrich fixes his hat and head towards the door.

INT. MULLER'S OFFICE - DAY

CAPTAIN HAAS (40's) is standing behind the desk, phone to he ear. The two SS Officers involved in the shooting with Hans are seated across from him.

CAPTAIN HAAS What? Now? He's here now?

Captain Haas hangs up the phone, looks petrified.

CAPTAIN HAAS (CONT'D) General Muller.

The officers rise, they're all facing the door with nervous looks. They hear the secretary's office door open just outside.

SECRETARY (O.S.) Oh hello sir, go right in.

Captain Haas swallows hard.

Heinrich and Gunter ENTER. Captain Haas and the Officers salute.

CAPTAIN HAAS/LIEUTENANTS Heil Hitler!

HEINRICH Heil Hitler!

CAPTAIN HAAS General, such a surprise, hello.

HEINRICH Surprised?

78

CAPTAIN HAAS Well yes, please have a seat, can I get you anything... Coffee?

HEINRICH That won't be necessary. You're being re-assigned.

CAPTAIN HAAS Re-assigned? Where? Why Sir? I, I, I just got here a few months ago.

HEINRICH Yes, and in that time... Lieutenant Konig?

Gunter reaches into his inside jacket pocket and fishes out a note pad.

GUNTER Warehouse robberies up fifty eight percent, vehicle thefts up twenty six percent, civilian assaults up, home invasions up...

CAPTAIN HAAS Okay, okay, but it's not that simple Sir.

HEINRICH Not that simple?

CAPTAIN HAAS You see these aren't random crimes.

HEINRICH Not random crimes? Not random crimes. Really? I could have TOLD YOU THAT FROM BERLIN!!

Captain Haas lowers his gaze to the floor utterly ashamed.

HEINRICH (CONT'D) Captain Haas, if you don't tell me something I don't know in the next thirty seconds, you'll be with the 37th division invading Stalingrad by the end of the week. Speak.

CAPTAIN HAAS Yes, sir. These gangsters are organized with access to a network of corrupt businessmen selling on a black market created by the war rations.

HEINRICH

79

And?

CAPTAIN HAAS So I assigned these men as armed escorts for a dairy shipment through one of our more troublesome districts, and it worked!

HEINRICH You made some arrests, well done. Have you interrogated them?

SS OFFICER No. Not yet.

HEINRICH Why not?

CAPTAIN HAAS Well we didn't arrest them.

HEINRICH You killed them?

CAPTAIN HAAS Not exactly.

HEINRICH Then what?

Captain Haas looks to his SS Officers for an explanation.

SS OFFICER Well it was during the air raid sir, and...

HEINRICH They got away.

Heinrich looks to Gunter in disbelief, but is trying to remain composed.

HEINRICH (CONT'D) Okay. How many were there? Could you identify these men?

SS OFFICER There were about six and umm.. They were...

The SS Officer holds his hand up to his lower chest to indicate a height.

HEINRICH 80

About six? And they were... What? Short? Short men?

SS OFFICER No Sir. I believe they were children.

HEINRICH Children. You're telling me that... Lieutenant?

Gunter looks at his notepad.

GUNTER Thirty five.

HEINRICH Thirty five percent of all supplies coming out of Cologne are being, stolen, destroyed, re-routed, lost and or sold on the black market by a group of children?

CAPTAIN HAAS With half the city bombed out they're using the cellars under the rubble as hideouts. As soon as we find one, they've moved to another.

SS OFFICER They're like little rats.

HEINRICH Do these rats have a name?

CAPTAIN HAAS The Edelweiss Pirates, we did capture some of them. After three days creatively using needle nose pliers and varying electrical currents they told us about another group, orphaned Jews mostly, knows as the Steinbruck Bandits.

SS OFFICER We believe that's who we saw this morning during the air raid.

HEINRICH Steinbruck? Steinbruck. I know that name. Lieutenant?

Gunter shakes he head no.

81

HEINRICH (CONT'D) Okay, we have a name. And they're Jews. Have you been enforcing the curfew? Have you notified the public of the new Jewish self-identification requirements?

CAPTAIN HAAS Self-identification?

HEINRICH Lieutenant.

GUNTER All Jewish persons over the age of six are required to wear a yellow Jewish star on the outside of their clothes in public at all times or face arrest and imprisonment for a period of time to be determined by the local authorities.

HEINRICH I'm staying in town for the next week. I'm bringing in my own handpicked unit of 20 experienced storm troopers to oversee the implementation of these new ordinances and bring law and order back to this city. You're assigned with finding these Steinbruck thieves before I leave. Disappoint me and you'll find yourself on the front lines.

CAPTAIN HAAS Yes sir!

Heinrich turns exits. Gunter follows.

EXT. COLOGNE POLICE STATION - DAY

The driver opens the door of the black Horch 853 limo. Hienrich removes his hat and gets inside. Gunter gets in around the other side.

INT. BACK OF HORCH 853 LIMO

GUNTER Do you think he'll be able to catch them.

HEINRICH It doesn't matter. I have no one else to replace him.

82

GUNTER He knows the last three captains you reassigned have all been killed in action. I'd bet he's properly motivated.

HEINRICH A little bluff can go a long way.

Gunter chuckles and nods in agreement.

HEINRICH (CONT'D) (to the driver) Hotel Marmar, downtown.

INT. MULLER'S OFFICE - SAME

Captain Haas is on the phone.

CAPTAIN HAAS I want every division captain in my office... When? Now!

He slams the phone down. He snaps his fingers.

CAPTAIN HAAS (CONT'D) (to the SS Officer) Get her in here!

Secretary runs in with a notepad.

CAPTAIN HAAS (CONT'D) (to the secretary) I want five thousand posters made with a description of Steinbruck and a five hundred reichmark award for information leading to his capture. GO!

Secretary rushes back towards the door.

CAPTAIN HAAS (CONT'D) I need those printed by end of business tomorrow!

Secretary acknowledges and exits.

SS OFFICER Posters, a reward? How are you going to pay for all this?

CAPTAIN HAAS 83

I'll pay for it myself. I'm not ready to make my wife a widow.

INT. BOOKSTORE APARTMENT KITCHEN - EVENING

Three dirty dishes, glasses and silverware are soaking in a soap water filled sink. Jacob is hovering over Hans at the kitchen table as he thumbs through a series of drawings. Maxwell is at the head of the table.

JACOB And this one is of Papa.

INSERT: Detailed, shaded, life-like sketch of Mendel.

HANS That's good.

JACOB And this one is of Sir.

INSERT: Sketch of a young Maxwell with a a rifle in one hand and a pistol in the other standing victoriously on top of a tank.

Hans holds up the sketch to show Maxwell.

MAXWELL I like that one.

HANS I'm sure.

Hans goes to the next one.

HANS (CONT'D) Ah, I like this one.

INSERT: Portrait sketch of the two brothers.

HANS (CONT'D) My little brother the artist.

Hans hugs Jacob proudly.

MAXWELL Okay, it's time.

JACOB Already? I have so many more to show.

84

Maxwell doesn't give orders twice.

JACOB(CONT'D) (begrudgingly) Yes, sir.

Hans kisses Jacob on the cheek.

HANS G'night.

JACOB You'll come visit again soon?

HANS Very soon.

Jacob EXITS.

MAXWELL I need your help with something.

INT. BOOKSTORE SHOP FLOOR - FRONT OF CELLAR DOOR

Maxwell and Hans are in front of the cellar door that has been removed from its hinges and set aside.

Maxwell grabs one side of a large modified bookshelf.

MAXWELL Grab the other side.

Hans grabs the other side and together they place it in front of the open doorway. Hans sees a modified metal peg on the top center of the shelf and a socket in the door frame. They are both struggling to hold the heavy fixture in place.

MAXWELL (CONT'D) It's supposed to fit together.

SNAP, the bookshelf pops into place. Hans pushes it and it cracks open on an axis.

HANS You made a secret room.

MAXWELL Yes. It locks in place here.

Maxwell shows him a hidden lever behind a book.

85

HANS What for?

MAXWELL You know what I've got.

HANS Yeah I wish you'd lend me some of it.

MAXWELL So you can go out and even cause more trouble than you already are?

HANS Don't lecture me. I'm not a little kid anymore.

MAXWELL I heard your name mentioned at the market the other day, people are talking.

HANS I'm almost as famous as you.

MAXWELL No joke. I can't have you here like this anymore.

HANS You can't stop me from seeing my brother.

MAXWELL No, I'm asking you to keep him safe by staying away.

Hans shakes his head no.

MAXWELL (CONT'D) I've taught you everything I could, so you can be safe, and all you've done is endanger yourself, me... your brother.

HANS Endanger? I saw the gestapo take a man out of his house and beat him to death in front of his own children. When I asked why, I was told his neighbor had given him an extra ration so he could feed his kids. Was he endangering anyone?

MAXWELL That's my point, Hans.

86

HANS No, that's MY point. That there is no point.

MAXWELL Jacob is the point.

HANS Don't worry. I'm putting on the brakes. In a couple weeks people will forget all about this.

INT. BOOKSTORE SHOP FLOOR - MORNING

BAM, a police officer sticks a yellow flier on the window. Maxwell gets down from a ladder and steps outside.

EXT. BOOKSTORE

Maxwell pulls the flier down.

INSERT FLIER: "STIENBRUCK BANDITEN" BELOHUNG 5000$

Maxwell sees two officers put another flier on the building next door. He looks down the street the other way and it's lined with dozens and dozens of yellow fliers.

INT. KEPLER STREET HIDEOUT - BEDROOM - DAY

BAM BAM BAM pounding at the door. Hans pops up from underneath the sheets wearing only his boxers. Adalie also wakes up, sans clothes.

HANS Wait here.

Hans goes over to the front window, peels back the blinds, sees Sam. Hans opens the door.

Sam hands him a copy of the flier.

HANS (CONT'D) Shit.

SAM It's bad.

Adalie comes up behind Hans wearing a robe.

ADALIE What is it?

87

Hans hands her the flier.

HANS I need you to do me a favor.

INT. BOOKSTORE SHOP FLOOR - DAY

Jacob reads the flier. Maxwell watches for a reaction.

JACOB What does this mean?

MAXWELL Hans is in a lot of trouble.

JACOB Can you help him?

MAXWELL How can I?

Jacob starts to well up. Sam TAPS the glass door of the store.

JACOB It's Sam.

Maxwell gets up and opens the door, Jacob is next to him.

SAM He needs to talk.

JACOB Hans? Is he okay?

Maxwell acknowledges.

MAXWELL You have to stay here.

INT. BOOKSTORE SHOP FLOOR - FRONT OF CELLAR DOOR

Maxwell pulls the lever and pushes the shelf to open the entry to the cellar.

MAXWELL Wait down here. I'll see what I can do for Hans.

JACOB

88

I want to come.

MAXWELL I'm locking the store, don't come out for anybody but me... Okay?

Jacob goes into the cellar. Maxwell turns the shelf that hides the entryway.

MAXWELL (CONT'D) (to Sam) Let's go.

EXT. RUBBLE HIDE OUT - DAY

Giant broken blocks of cement make up piles of rubble a dozen feet high. Trails have formed in between the piles that lead out to the roads still usable.

Two teenage BANDITS that were on the truck raid are leaning against what's left of a brick wall smoking cigarettes.

The boys perk up when they hear a three-note WHISTLE signal. They respond with different three-note WHISTLE.

Maxwell and Sam come from around the corner.

SAM This is him.

The two dirty, scrawny kids look Maxwell up and down with a thousand mile stare like they've seen it all.

BANDIT #1 This way.

The kids walks around the wall, Maxwell and Sam follow. One bandit suddenly lays down on his stomach and seems to almost disappear. Maxwell is looking at the rubble trying to make out where he went. The other kid lays down, and this time Maxwell watches closely as he rolls underneath a chunk of cement.

SAM It's okay. It's safe.

Sam follows the other boys with the same action. Maxwell follows.

INT. RUBBLE HIDE OUT

89

Maxwell rolls in and slides down a chunk of cement to find himself in a dimly lit cellar hideout. There is a table, chairs, blankets on the ground, empty cans of food, and a gang of eight bandits including Hans and Sam. On the table are a couple of rifles, knives, a sword, and a couple police batons and a map.

HANS You came.

MAXWELL What is all this?

HANS We're going to attack the Gestapo headquarters.

MAXWELL That's ridiculous.

HANS Hienrich Muller is there. He's visiting from Berlin.

BANDIT #1 I saw him. He got out of one of those rich man cars.

MAXWELL What do you expect me to do?

HANS Give us the guns. Fight with us.

Maxwell laughs.

MAXWELL I'm not going to give weapons to a bunch of kids so you can all get killed.

HANS Maybe not if you fight with us. The great soldier of steel on our side.

MAXWELL That was decades ago, and this isn't fighting. It's suicide.

HANS Why do you think you survived the war? Shot three times, mustard gas, impossible odds?

MAXWELL

90

I don't know. Luck.

HANS Maybe luck, or maybe because of this moment right now, to stand for something more than just looking after your own ass.

MAXWELL Don't do this, Hans. I can help you, you can --

HANS What? Hide? My father wanted to hide, look what happened to him.

MAXWELL What about Jacob? What do I tell him when you're dead?

HANS You tell him I died on my feet, with a gun in my hand.

Hans picks up a rifle.

HANS (CONT'D) Taking as many of those fuckers with me as I could!

The boys CHEER in agreement.

HANS (CONT'D) Now, we have work to do.

Maxwell shakes his head and starts to crawl up the slope to exit the hideout.

HANS (CONT'D) Maxwell.

Maxwell turns to look.

HANS (CONT'D) If you're not helping us so you can protect Jacob then, do it well.

Maxwell turns, exits the hideout.

SAM What do we do now? He has the guns.

HANS 91

We'll go back to Adalie's. There's enough cash there to buy a few more. Not ideal, but we'll need everything we can get.

SAM That's risky Hans, it's all the way across town.

HANS We'll leave at dark, stay off the main streets. We'll be okay.

INT. BOOKSTORE SHOP FLOOR - NIGHT

Maxwell pulls the lever on the cellar bookcase and pushes it open.

MAXWELL Jacob?

Maxwell descends the stairwell. Jacob is sketching.

JACOB Did you see Hans?

MAXWELL Yes, I saw him.

JACOB When is he coming back?

MAXWELL He's not.

Jacob starts to panic.

JACOB What do you he's not? He has to.

MAXWELL He's being foolish. He would rather die than compromise his dignity. Understand?

JACOB No.

MAXWELL You want to live?

JACOB 92

Yes.

MAXWELL Good. Me, too. You trust me?

JACOB Yes.

MAXWELL Pack a few things for yourself. We are leaving Germany.

JACOB Where to?

MAXWELL Switzerland is our best bet. They are not at war. The streets are not all bombed out, and you won't have to hide in a cellar.

JACOB I don't want to go without Hans.

MAXWELL I know, but we can't force him. He has to take care of himself.

EXT. KEPLER STREET HIDEOUT - NIGHT

Hans is across the road with Sam and two of this bandits. They can see the kitchen light is on.

HANS It looks okay.

Sam and the two others take Hans' lead and move fast and low across the street to the house. Once at the door he taps three times. Adalie opens the door. The four quickly rush inside. Adalie closes the door.

INT. KEPLER STREET HIDEOUT

Hans kisses Adalie on the cheek.

ADALIE I'm sorry.

Six SS soldiers STORM into the room with guns drawn. 93

SAM Bitch!

Hans grabs the barrel of the rifle trained on him, SS Soldier #1 pulls the trigger, Adalie's head is BLOWN off. Hans tackles the SS Soldier #1 to the ground. The other soldiers get ready to fire their weapons.

SS SOLDIER #2 Don't shoot! They want them alive!

The boys are struck with clubs and are being beaten on the ground.

HANS No!

Hans is still grappling on the kitchen floor. Sam is struck across the head with club and is handcuffed.

Hans gets off the floor and the SS has his arms around his waist. Hans is able to reach and pull at the drawers, he somehow opens a silverware drawer in the struggle, and comes up with a steak knife that he plunges into the neck of his attacker. The soldier immediately lets go and Hans is whacked across the skull with a club and goes down unconscious.

EXT. BOOKSTORE - MORNING

Maxwell flips the sign of the his store to from GESCHLOSSEN to GEOFFNET. The morning paper strikes the glass door before Maxwell walks away. He OPENS the door and picks up the paper.

INSERT: Newspaper cover image of a beaten Hans with headline -- "Juden Steinbruck Banditen Gefangen"

INT. BOOKSTORE SHOP FLOOR - MORNING

Maxwell is at his desk staring ahead, the newspaper opened on his lap. Jacob enters.

JACOB What's the matter?

Jacob sees the newspaper and grabs it from Maxwell's lap.

MAXWELL No don't read that.

Jacob looks at over and starts crying out of control.

JACOB

94

No, no, no, they're going to hang him! I want to see him! I need to go see him!

Maxwell grabs Jacob to try and calm him down.

MAXWELL It's too dangerous. You have to stay calm.

Jacob tries to compose himself but he's still clearly distraught.

MAXWELL (CONT'D) Look, we don't have a lot of time. I'm going to pull a few things together. Go and pack what you can fill in one suitcase.

Jacob exits. Maxwell locks the store door and flips the sign back to GESCHLOSSEN.

INT. BOOKSTORE MAXWELLS BEDROOM - LATER

Maxwell zips up a suitcase and sets it by the door.

MAXWELL Jacob! Almost done?

No answer. Maxwell goes down a flight of stairs.

INT. BOOKSTORE BOYS BEDROOM

Maxwell Enters.

MAXWELL Jacob?

Maxwell sees the sketch Jacob drew of himself with his brother.

MAXWELL (CONT'D) Oh, no.

Maxwell dashes out.

EXT. COLOGNE POLICE STATION - DAY

There is a crowd of spectators in a square surrounding long gallows with Hans, Sam and the other boys with nooses around their necks. They are standing on wooden chairs. There are three SS Officers standing behind them.

95

Heinrich Muller, Gunter and Captain Haas are out in front.

HEINRICH Good idea on the reward.

CAPTAIN HAAS We didn't even have to pay it off. The woman who called it in was killed at the scene.

Heinrich laughs.

HEINRICH Beautiful.

Jacob is pushing his way through the crowd to get to the front. He makes it through and sees Hans beaten and bloodied. Hans sees Jacob in the crowd.

GUNTEER (to Heinrich) It's ten o'clock.

HEINRICH (addressing the crowd) The scourge of Jewish criminality will not be tolerated. Anyone involved with aiding Jews in their systematic assault on the Reich will receive the same fate.

Maxwell arrives on the scene. He starts pushing through the crowd to get to Jacob.

Heinrich gives the signal to the SS Officers who are standing behind Hans and his gang. They start to kick the chairs out from under them. Hans' chair is kicked out and he's left dangling, choking, legs kicking, as the life leaves his body.

JACOB No.

Maxwell grabs Jacob from behind and ushers him away from the scene. But not before Heinrich sees the back of Maxwell's head and his profile as he pushes back through the crowd.

HEINRICH Who was that?

GUNTER Looked a little like Maxwell Fleischer.

HEINRICH

96

He's still alive?

INT. MULLERS OFFICE - DAY

Heinrich, Gunter and Captain Haas all enter.

HEINRICH Get me an updated map of Ehrenfeld.

Captain Haas picks up the phone.

INT. MULLERS OFFICE - MOMENTS LATER

A SERGEANT helps lay out a map of Ehrenfeld on the large desk.

CAPTAIN HAAS The red ex's indicate a destroyed building.

Heinrich looks at the map and it's a sea of red ex's, but notices one corner not ex'ed. He points to it.

HEINRICH What's this right here.

Captain Haas looks to the Sergeant who brought the map.

SERGEANT Just an old bookstore.

Heinrich looks to Gunter.

HEINRICH The fucking bookstore. That son-of-a-bitch. Stienbruck. Now I remember that name.

INT. BOOKSTORE BOYS BEDROOM - DAY

Maxwell is throwing clothes into Jacob's suitcase. Jacob's face is red and swollen from crying.

MAXWELL We don't have much time.

Maxwell zips up his suitcase.

MAXWELL (CONT'D)

97

Take your suitcase. Let's go.

Jacob picks up the case, then he grabs the sketch of himself an Hans. Maxwell grabs his case that was sitting by the door. They exit.

INT. BOOKSTORE SHOP FLOOR

Maxwell and Jacob come down the stairs with their suitcases into a shop floor filled with a dozen SS soldiers with their guns drawn.

Heinrich comes from around a shelf. Captain Haas and Gunter are also there, although their guns are not drawn.

HEINRICH Colonel Fliescher.

MAXWELL Captain Muller.

HEINRICH Nu-uh-uh.

Heinrich points to his stripes.

HEINRICH (CONT'D) General.

MAXWELL Congratulations.

Heinrich goes over to Jacob and pulls the sketch from his hand.

HEINRICH Hmmmm... This is very good. Did you draw this?

JACOB Yes, sir.

HEINRICH And this is your brother?

MAXWELL Don't do this.

HEINRICH Do what? My job!? Take them out front.

98

The SS Soldiers grab at Maxwells arm, he pulls away. He's quickly subdued with a whack to the jaw from the butt of a rifle sending him to his knees.

JACOB No! Stop!

Two soldiers grab Maxwell, half conscious, and drag him towards the door along with Jacob.

EXT. BOOKSTORE - DAY

Maxwell is dropped face down on the curb. Jacob is put down on his knees facing him.

HEINRICH I don't understand, Maxwell. Many years ago you could have done some good. You could have been the hero of the Riech and now it's come to this instead.

MAXWELL No.

HEINRICH (to Captain Haas) Shoot him.

MAXWELL Please, he's just a boy.

Captain Haas pulls his Luger and points it at Jacobs head.

MAXWELL (CONT'D) NO!

Maxwell tries to get up, but SS Soldiers pin him down with their knees in his back.

Captain Haas hesitates taking the shot. Heinrich comes up behind him and grabs his gun.

HEINRICH I have to do everything myself.

Heinrich points the Luger at Jacob's head.

JACOB Sir.

MAXWELL Yes? 99

JACOB I'm calm.

POW! Heinrich shoots Jacob. His body slumps to the ground, blood spurts from his skull.

Maxwell's jaw falls open in disbelief that quickly turns to rage. He struggles and fights to get up on all fours.

HEINRICH Subdue him!

The soldiers draw their batons and take full swings at Maxwells back sending back down to his stomach. A swing to the back of the head knocks Maxwell unconscious.

Heinrich calmly walks to Maxwell. He points his gun to Maxwells head. Everyone waits for the shot.

HEINRICH (CONT'D) Shit!

CAPTAIN HAAS What's wrong?

HEINRICH He's a beloved national figure.

CAPTAIN HAAS Really?

Heinrich points to the two soldiers holding him down.

HEINRICH Cuff him, bring him here.

They shackle Maxwells wrists behind his back. The men bring Maxwell to his feet, who is starting to come back around.

HEINRICH (CONT'D) You love the Jew's so much? You can die with them in the camps.

MAXWELL You're dead.

HEINRICH A traitor's threat. What a shock. Captain Haas.

CAPTAIN HAAS Yes sir. 100

HEINRICH Move this mess into the building.

CAPTAIN HAAS Men!

Soldiers grab Jacobs body by the wrists and drag it haphazardly towards the bookstore entrance leaving a thick streak of blood.

Maxwell looks away in disgust.

They kick the door open and carelessly throw Jacob's body. It doesn't travel so they kick him in the rest of the way. The corpse lies awkwardly in the bookstore entrance, blood still oozing from his head.

HEINRICH Now burn the whole fuckin thing down.

Soldiers enter the store with haste.

INT. BOOKSTORE SHOP FLOOR - SAME

Soldiers tip over the large wooden shelves. Hundreds of books come crashing down. Soldiers use gasoline canisters to splash fuel over broken fixtures. Fuel splashed on displays, on books, a copy of Soldier of Steel.

Fuel is splashed in the bedrooms.

EXT. BOOKSTORE - DAY - SAME

Heinrich lights a cigarette. The smashing of fixtures can be heard from outside.

INT. BOOKSTORE SHOP FLOOR - SAME

Fuel is splashed on Jacobs drawings. Fuel is splashed on Jacobs body and face washing away some of the blood.

EXT. BOOKSTORE - DAY

Soldiers exit the store. The last soldier spills a trail of fuel from the entrance.

HEINRICH Everyone out?

SS OFFICER

101

Yes sir.

Heinrich tosses what's left of his lit cigarette. The fuel trail ignites and travels into the bookstore. The fire spreads fast, engulfs the building.

Heinrich, Gunter and Maxwell watch as the building burns.

HEINRICH Now you can rot in Buchenwald.

The soldiers put Maxwell in the back of a waiting paddy wagon.

HEINRICH (CONT'D) Keep him under surveillance.

The soldiers also get in. Gunter closes the double paddy wagon doors and pounds on them twice with the palm of his hand.

The driver looks in the rear view mirror sees Gunter, nods, starts the engine and drives off.

GUNTER Well that's finally over.

HEINRICH Will someone call the fucking fire department!

Heinrich and Gunter get into the back of their car.

INT. BACK OF PADDY WAGON - DAY

Maxwell is seated, hands shackled behind his back. Soldier 1 is seated across from him, Soldier 2 is on his right.

SOLDIER 1 Soldier of Steel they say? When was that?

SOLDIER 2 Roman times.

SOLDIER 1 Ha ha, looks like it. Wow are you old.

SOLDIER 2 He doesn't say much.

Maxwell stares straight ahead as if he's hypnotized.

FLASHBACK TO:

102

EXT. BOOKSTORE - DAY (1933)

Young Jacob is standing at the entryway holding Mendels hand.

BACK TO PRESENT:

SOLDIER 1 I take it that was your bookstore?

SOLDIER 2 How dumb. No one wants books anymore.

SOLDIER 1 You should have opened a bar.

Soldier 2 snaps his fingers in front of Maxwells eyes.

SOLDIER 2 Don't you know there's a war going on?

FLASHBACK TO:

INT. BOOKSTORE SHOP FLOOR - DAY (1933)

Maxwell is writing in his accounting log when Jacob comes up and hands him a portrait he'd drawn of him. Maxwell proudly puts his arm around the boy.

BACK TO PRESENT:

EXT. WOODED ROAD CHECKPOINT - DAY

The paddy wagon pulls up to a check point. A soldier gets out of the checkpoint booth an walks over to the drivers side.

CHECKPOINT SOLDIER 1 What you got?

SOLDIER DRIVER Buchenwald transfer. One

CHECKPOINT SOLDIER 2 puts down a step stool next to the paddy wagon. He stands up on it and looks in the side window. Maxwell and his guards are inside.

CHECKPOINT SOLDIER 1 (to Checkpoint Soldier 2) We good?

103

Checkpoint Soldier 2 gives a thumbs up, pounds the side of the paddy wagon twice with his palm. He steps down and away, collecting his step stool.

Soldier 1 inside pounds back twice.

CHECKPOINT SOLDIER 1 (CONT'D) Okay, let her through.

CHECKPOINT SOLDIER 3 lifts the long steel bar boom gate. The paddy wagon moves forward and past the checkpoint.

INT. BACK OF PADDY WAGON - DAY

The two guards are laughing.

SOLDIER 2 He doesn't look happy at all.

SOLDIER 1 (talking really slow) You should be happy you're not dead.

Maxwell's gaze is still fixed straight ahead. Soldier 2 laughs.

SOLDIER 2 Do you think he's deaf?

FLASHBACK TO:

INT. BOOKSTORE CELLAR - DAY (1941)- BOMBING RAID

Maxwell and Jacob are sitting next to each other. The bombs can be heard destroying the city outside. Dust falls from the ceiling as explosions rock the building.

Jacob, afraid, huddles in close to Maxwell putting his arms around him.

MAXWELL Stay calm. I won't let anything happen to you.

JACOB Sir?

MAXWELL Yes?

JACOB If I die, I want you to know, I love you.

104

Another bomb explosion violently shakes he cellar, Maxwell holds Jacob in tight.

BACK TO PRESENT:

INT. BACK OF PADDY WAGON - DAY

SOLDIER 2 Maybe you knocked him senseless with that last baton blow.

SOLDIER 1 (to maxwell) They'll kill you at the camp if you don't smarten up.

SOLDIER 2 Yeah they'll shoot you in the head just like the general shot that Jew kid.

SOLDIER 1 Who was that kid anyway?

SOLDIER 2 Maybe it was his lover.

Both soldier laugh histerically. Maxwell looks directly into the eyes of Soldier 1.

SOLDIER 1 Oh shit now he's looking at me.

SOLDIER 2 He was looking at you before.

SOLDIER 1 No, well, he was looking in my direction, but now he's looking right at me.

Soldier 2 leans forward to get a look at Maxwells face.

SOLDIER 1 (CONT'D) (to Maxwell) Stop looking at me!

Maxwell does not blink, his gaze does not divert.

SOLDIER 1 (CONT'D) Stop it!

SOLDIER 2 105

Stop what? What's happening?

Soldier 1 picks up his rifle and points it at Maxwell.

SOLDIER 2 (CONT'D) Whoa what are you doing?

SOLDIER 1 I'll kill you.

SOLDIER 2 Take it easy.

Soldier 1 cocks his rifle.

SOLDIER 1 Okay old man. What are you going to do?

Maxwell suddenly slides forward and down bringing his legs forward and up kicking the rifle barrel to his right and -- POW! It fires a shot into the chest of Soldier 2.

EXT. WOODED ROAD CHECKPOINT - DAY

The paddy wagon comes to a halt.

INT. BACK OF PADDY WAGON - SAME

Soldier 1, Maxwell and dead Soldier 2 all fly forward with the sudden stop. Their bodies are jumbled to together on the floor. Maxwell and Soldier 1 start wrestling for position.

INT. PADDY WAGON CAB - SAME

DRIVER SOLDIER What the hell was that?

PASSENGER SOLDIER Sounded like a shot.

INT. BACK OF PADDY WAGON - SAME

Maxwell is able to maneuver on top of Soldier 1 pinning his shoulder down with his knee.

Maxwell drives his other knee into his chin, smashing the soldier's head against the metal bench, knocking him out. He drives his knee again crushing the soldier's skull.

106

EXT. WOODED ROAD - SAME

Driver Soldier and Passenger Soldier both exit the paddy wagon with infantry issue light machine guns. They slowly walk to the aft of the vehicle.

INT. BACK OF PADDY WAGON - SAME

Maxwell is fumbling around on his back searching for the keys in Soldier 1's pockets.

DRIVER SOLDIER (O.S) Hello?

Maxwell starts searching faster.

EXT. WOODED ROAD - SAME

Passenger Soldier goes to unlock the paddy wagon doors. Driver Soldier stops him. He walks over to the side of the truck. He motions for Passenger Soldier to come over.

Passenger Soldier meets him on the side and gets down on his knees to give Driver Soldier a look in window.

He peers in enough to see the blood from Soldier 2. He quickly gets down.

DRIVER SOLDIER Blood.

PASSENGER SOLDIER Anything else?

DRIVER SOLDIER Anyone in there!?

No answer. Driver soldier takes a couple steps back from the wagon. He aims his weapon and fires a hail of bullets across it's side.

PASSENGER SOLDIER Okay now?

Driver Soldier puts a fresh clip in his weapon. Passenger Soldier stands next to him. They both unload full clips into the side of the wagon.

PASSENGER SOLDIER (CONT'D) Feel safe now?

DRIVER SOLDIER Shut up.

107

They both go to the back of the wagon. Passenger Soldier opens the door.

Inside is a jumbled mess of bodies and blood.

PASSENGER SOLDIER They're all dead.

Driver soldier gets into the wagon for a closer look.

INT. BACK OF PADDY WAGON - SAME

Driver soldier uses the barrel of his gun and pokes at the bodies. He moves a limb and it reveals Maxwell's bloodied face, eyes open, fixed, dead. Driver Soldier turns to exit.

DRIVER SOLDIER Yeah, they're gone.

PASSENGER SOLDIER Told you.

Maxwell blinks. Driver Soldier takes a step towards the exit. Maxwell begins to stand, free of the shackles, rifle in his hand. The other bodies fall limp to either side as he rises.

Passenger soldier sees Maxwell's bloodied face emerge behind Driver.

PASSENGER SOLDIER (CONT'D) Look out!

Passenger soldier brings up the barrel of his gun. Driver soldier turns halfway BOOM! Maxwell shoots him in the side of the head, killing him instantly.

Passenger Soldier gets off two rounds and BOOM! Maxwell fires again hitting Passenger Soldier in the throat sending him back and to the ground.

Maxwell takes a sidearm luger from Driver Soldier. He hops out of the paddy wagon.

EXT. WOODED ROAD - SAME

Passenger soldier is clutching his throat. Blood is pouring through his fingers and shooting from his mouth.

Maxwell walks up shoots him in the head.

Maxwell picks up the soldiers machine gun, uses the strap, puts it around his shoulder.

Maxwell enters the wagon.

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INT. BACK OF PADDY WAGON

Maxwell pats down Soldier 1. He takes his side arm holster and puts and fixes it to the front of his pant waist line.

He grabs the other gun from the Driver Soldier. He pulls his body out and onto the road, clearing the wagon doors. Maxwell closes the wagon doors.

EXT. WOODED ROAD

Maxwell gets into the driver's seat. Engine starts. The paddy wagon does a U-turn, heads back the other direction, rolling over the bodies still in the road.

EXT. WOODED ROAD CHECKPOINT - DAY

CP (Checkpoint) Soldier 1 is in the booth reading a copy of Signal. CP Soldier 2 is leaning up against the side of the booth. CP Soldier 3 is finishing up taking a leak on the opposite side of the road.

The paddy wagon approaches the booth. CP Soldier 3 zips up his pants and sees it approaching.

CP SOLDIER 3 Heads up.

CP Soldier 1 puts his magazine down, picks up his clipboard. CP Soldier 2 stands at attention.

The paddy wagon pulls up to the checkpoint. CP Soldier 1 steps out of the booth looking down at his clipboard. CP Soldier 2 takes his step stool to the side of the paddy wagon.

CP Soldier 1 looks up and sees Maxwell in the drivers seat covered in blood.

CP SOLDIER 1 What the?

CP Soldier 2 notices the side of the paddy wagon riddled with bullets.

CP SOLDIER 2 Whoah.

CP Soldier 1 looks to CP Soldier 2 who shakes his head no and starts to pull his rifle around. CP Soldier 1 looks back to Maxwell and now sees the barrel of a luger. POW!

CP Soldier 2 sees the back CP Solider 1's head blow out and his body fall to the ground. He fires a shot and takes cover behind the paddy wagon.

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CP Soldier 3 fires his rifle into the passenger side shattering the window. Maxwell returns fire hitting him in the arm.

CP Soldier 2 is terrified, he carefully looks around the corner of the wagon and sees CP Soldier 3 on the ground, crawling under the vehicle.

CP Soldier 3 is crawling under the vehicle, bleeding profusely, trying to reach the booth.

CP Soldier 2 goes to the other side of the wagon and peeks around the corner.

CP Soldier 3 made it and is crawling his way into the booth.

CP Soldier 2 breathes a sigh of relief. He turns halfway around before he notices Maxwell has the barrel of a luger pushed up against his temple.

INT. CHECKPOINT BOOTH - SAME

CP Soldier 3 is injured but is able to pull down the phone and start dialing. POW! A gun shot rings out. CP Soldier 3 is startled, drops the phone.

He lifts himself up just enough to peer out the window. He sees CP Soldier 2's dead body lying in the road behind the truck. He picks up the phone and frantically finishes dialing.

INT. MULLER'S OFFICE - DAY

Heinrich, Gunter and Captain Haas are hovering over their map of Cologne.

CAPTAIN HAAS We have good information the remaining bandits are hiding here and here.

HEINRICH Good good. Order a raid at nightfall. No arrests. Execute on site.

CAPTAIN HAAS With Steinbruck gone, should be easy.

Phone RINGS. Captain Haas picks up.

CAPTAIN HAAS (CONT'D) Yes?

OPERATOR(O.S) We have a call on the emergency line at checkpoint 2A.

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CAPTAIN HAAS Put it through.

INT. CHECKPOINT BOOTH - SAME

CP Soldier 3 in on the floor, phone receiver in his lap, pistol trained on the narrow open doorway of the booth. He's breathing heavy. His entire right side is soaked in blood.

CP SOLDIER 3 Sir Sir they're dead, he killed them both.

INTERCUT -- PHONE CONVERSATION

CAPTAIN HAAS (into phone) Slow down private. Report.

CP SOLDIER 3 We're under attack. Two men down, maybe more.

CAPTAIN HAAS Who's attacking?

Pull back to reveal Maxwell standing behind the booth, his arm through the open window, and his luger pointed straight down on top the soldiers head.

CP SOLDIER 3 Single assailant.

CAPTAIN HAAS Single assailant?

INT. MULLER'S OFFICE - DAY

CP SOLDIER 3(O.S) Prison transfer --

POW! Piecing gun shot is heard through the phone. Captain Haas pulls the phone away from his ear.

CAPTAIN HAAS My god! Private? Hello?

INT. CHECKPOINT BOOTH - SAME

Maxwell picks up the phone receiver from the dead soldiers lap.

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INT. MULLER'S OFFICE - SAME

CAPTAIN HAAS Hello? I can hear you breathing are you still with me?

INT. CHECKPOINT BOOTH - SAME

MAXWELL (whispers) Mueller.

INT. MULLER'S OFFICE - SAME

Captain Haas swallows hard, holds the phone out towards Heinrich.

CAPTAIN HAAS Ummm... It's for you.

Heinrich takes the phone. He listens but doesn't say anything for a moment but hears the breathing.

HEINRICH Colonel?

MAXWELL (O.S.) (almost inaudible) War.

CLICK. Phone goes dead. Heinrich hangs up.

GUNTER Was it him?

Heinrich nods yes.

CAPTAIN HAAS Who? The old man from the bookstore?

GUNTER It's not any old man.

CAPTAIN HAAS How could he have escaped from four armed guards and murder three check point officers? Impossible.

HEINRICH

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It's possible. Colonel Maxwell Fliescher.

CAPTAIN HAAS The soldier of steel? That's why you didn't kill him?

Heinrich nods.

HEINRICH An error that'll be corrected.

GUNTER What's the plan?

HEINRICH We wait.

CAPTAIN HAAS Wait? We have to go after him.

HEINRICH No. He's coming here. If you've read his book you'd know he'll come straight at us. Everything he's ever cared about is dead or gone.

GUNTER A man with nothing to lose is a dangerous man.

HEINRICH Yes, but still a man. It's not 1914. We have a garrison of twenty storm troopers, fifty on duty officers. He can't kill us all.

CAPTAIN HAAS It sounded like he only wanted to kill you.

Heinrich shoots him a look. Captain Haas cowers, and corrects himself by standing at attention.

CAPTAIN HAAS (CONT'D) Sir I'm sorry sir.

HEINRICH I want two manned guns east entrance and two at the west lobby. I want guards at every corner, and five sharpshooters on the roof. I want a two block perimeter around the station and patrols every half hour. Do your job Captain Haas. Now.

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CAPTAIN HAAS Yes sir! Heil Hitler!

Captain Haas exits.

GUNTER You're that sure he's coming.

HEINRICH No. But if he does we'll know about it.

EXT. VENLOER STREET - NIGHT

Paddy waggon turns down a dark side street. Maxwell gets out . His clothes filthy with a mix of dirt and blood. He's got two machine guns strapped around his shoulder and a Luger in hand.

He sees the burnt wet remains of his store, and no one else around. He moves low and fast and takes cover in its remnants.

INT. DESTROYED BOOKSTORE - NIGHT

He sifts through rubble and finds the cellar door jammed shut by a wooden fixture. He squeezes in between the door and fixture. With great might, he pushes the fixture off.

He struggles to pull the door open, as it's obstructed by debris. He gets it open enough to slip inside.

INT. BOOKSTORE CELLAR - SAME

It's pitch black. He pulls the chain that hangs from the light bulb. It goes on for a second and POP it shorts out. Pitch black.

RUMBLING AROUND for a moment. A match is lit, and then a candle.

INT. MULLER'S OFFICE - SAME

Heinrich paces back and forth.

Gunter is asleep on a love seat.

Captain Haas is READING Soldier of Steel.

Heinrich looks out the window and down. He can see his storm troopers guarding the entrance, and officers guarding each corner of the building.

114

CAPTAIN HAAS Wow he spared no one. A real bloodthirsty son-of-a-bitch.

HEINRICH Decades ago.

INT. BOOKSTORE CELLAR - SAME

Maxwell takes off his shirt. He turns on the faucet and washes the blood and dirt from his face.

INT. MULLER'S OFFICE - SAME

CAPTAIN HAAS You think it's all true?

HEINRICH I don't know.

INT. BOOKSTORE CELLAR - SAME

Maxwell opens a crate. Maxwell pulls out a clean WWI uniform.

CAPTAIN HAAS (O.S.) Listen to this, "In peacetime your adversaries are to be respected with dignity.

INT. MULLER'S OFFICE - SAME

Captain Haas is reading from Soldier of Steel.

CAPTAIN HAAS Otherwise you are an enemy of humanity, in which defeat is inevitable.

INT. BOOKSTORE CELLAR - SAME

All the crates have been opened and an arsenal of weapons are laid out on the floor. He spills a box of ammo, and starts loading a clip.

CAPTAIN HAAS (O.S However, on the battlefield there is no mercy for it is war, and victory lies in one simple objective: kill."

115

INT. MULLER'S OFFICE - SAME

CAPTAIN HAAS What does that mean?

HEINRICH It means until he's dead, none of us are safe.

INT. BOOKSTORE CELLAR - SAME

Maxwell SLAMS the clip in the machine gun and POPS the bolt.

EXT. COLOGNE POLICE STATION - DAWN

Storm Trooper manning a machine gun starts to nod off before jerking himself awake.

A soldier standing guard at an entrance yawns.

INT. MULLER'S OFFICE - SAME

Heinrich is watching the sunrise out the window.

Gunter gets up and stands next to Heinrich.

GUNTER No sign of him?

HEINRICH Order a patrol of Ehrenfeld. See if he's scurrying around in the rubble like the rats he's protecting.

Gunter exits.

HEINRICH (CONT'D) (to himself) Where are you hiding?

INT. BOOKSTORE CELLAR - SAME

Maxwell is dressed in clean uniform. He looks in a mirror and combs his hair back slick.

For a moment, he sees the reflection of his younger self. The dashing colonel of over twenty years ago, quickly fades to reveal the old man that remains.

116

He holsters two Lugers, one on each hip. He straps the machine gun over his shoulder so it hangs under his arm. He slips the trench knife into his ankle sheath.

He throws on a military coat. He loads the pockets with ammunition clips. He puts on a vintage helmet. He grabs his rifle.

VOICES are heard from outside. He blows out the candle. Black.

EXT. DESTROYED BOOKSTORE - DAWN

Two patrol men are wading through the burnt debris of the bookstore.

Maxwell peeks through the crack of the cellar door.

PATROL MAN 1 This is a waste of time.

PATROL MAN 2 Yeah, there's nothing here.

PATROL MAN 1 Hey look. I found the kid.

Patrol Man 2 walks over to where his partner is standing.

Maxwell emerges from the cellar and is able to move past the men onto Venloer Street while they are distracted.

PATROL MAN 2 That's one crispy critter.

PATROL MAN 1 Ha!

Maxwell stops, turns around and walks up in clear view of the two patrol men.

PATROL MAN 2 Hey who's this guy?

PATROL MAN 1 Hey wrong war ha, ha.

Maxwell closes in, draws his Luger.

PATROL MAN 2 It's him!

POW! POW! Maxwell shoots them both in the head at close range.

117

He looks down to see the burnt remains of a child. He kneels beside it. He takes a deep breath.

INT. MUELLER'S OFFICE - MORNING

Heinrich is sipping a cup of coffee by the window. Gunter enters.

GUNTER The men are tired.

HEINRICH Any report back from the patrol?

GUNTER Not yet.

HEINRICH Damn. We should have heard something.

EXT. APARTMENT BUILDING ROOFTOP - SAME

Maxwell on his stomach looks through a spy glass, casing the police station a block over.

He sees Heinrich and Gunter in the window talking. The sharpshooters on the roof. The manned machine guns at the entrance.

Cars and pedestrians are beginning to fill the streets.

He props himself up on his knee and puts his hand under his chin in a contemplative pose.

AIR RAID SIRENS blare through the city. Civilians start to run for cover.

A sly half smile creeps across Maxwell's face.

EXT. COLOGNE POLICE STATION

GUARD Everyone inside! Get to the shelter!

Storm Troopers and guards ditch their posts and rush inside.

INT. MUELLER'S OFFICE - SAME

Heinrich sees his troops running for cover. He pounds on the window.

118

HEINRICH No you idiots! Stand your post!

He looks up the street, and there's Maxwell, walking right up the middle towards the station.

HEINRICH (CONT'D) He's right there! He's coming!

GUNTER Let's go!

Heinrich and Gunter rush out as Captain Haas was just coming in.

CAPTAIN HAAS Sir we need to get to the shelter!

HEINRICH He's here! He's in the building!

The men draw their guns and rush down the hall towards the stairway.

INT. POLICE STATION SHELTER DOORWAY - SAME

A guard is directing the last of the men into the shelter.

GUARD Let's go let's go let's go.

Maxwell arrives just in time.

GUARD (CONT'D) Let's go!

Maxwell enters the shelter. The last man enters and shuts the door.

INT. POLICE STATION STAIRWELL - SAME

Heinrich, Gunter, and Captain Haas are racing down the steps.

INT. POLICE STATION SHELTER - SAME

The room is filled with storm troopers and guards. The shelter shakes as bombs pound the city. The light in the room flickers and finally goes out.

119

The men grumble with anxiety. SCHECK-POP the unmistakable sound of popping the bolt of a Maschinenpistole 38.

GUARD Did somebody just ready their weapon?

PAP POP PAP POP PAP POP PAP POP PAP POP PAP POP PAP POP PAP

STORM TROOPERS / GUARDS AHHHHH!!! NOOO!! AHHH!

Flashes of light from Maxwells barrel reveals bits of the massacre that ensues.

INT. POLICE STATION GROUND FLOOR HALLWAY - SAME

Captain Haas, Gunter and Heinrich enter the hallway from the stairwell to the sound of gunfire and blood curdling screams.

CAPTAIN HAAS We're too late!

The shelter door bursts open and wounded bloodied men and survivors stumble out. Some collapse right in the hallway, others make their way towards them.

Blood soaks the white linoleum floors, as the mortally wounded crawl their way to safety.

One man who can still carry himself goes past the officers as if they aren't there. Heinrich grabs him by the arm.

HEINRICH Is he still alive?

PAP POP! A storm trooper who just got out is shot in the back and falls dead. The man pulls away from Heinrich and continues down the hall.

The horrific cries of dying men echo through the hall only to be silenced by the occasional POP of a pistol shot.

HEINRICH (CONT'D) (to Gunter) He's cornered in there. Go get him.

GUNTER Fuck you.

CAPTAIN HAAS No way.

120

Maxwell enters the hallway.

HEINRICH There he is! Fire!

The men fire their pistols aimlessly, terrified of being shot, hiding behind the corner of the stairwell doorway.

Maxwell, fearless, advances on the incoming fire, a luger in each hand.

POP he hit Heinrich's arm, forcing him to drop his weapon.

Captain Haas instinctively peeks out to see his target. POP Maxwell shoots him in the face blowing out his skull.

Gunter, shell shocked, runs into the hallway hysterical to get away. POP! Maxwell shoots him in the back of the head.

Heinrich is holding his bleeding arm. His gun is in the middle of the hallway, if he tries to get it, he'll be killed.

Maxwell, the Soldier of Steel, emerges from around the corner, covered in blood from head to toe.

HEINRICH (CONT'D) I surrender. I surrender.

Maxwell slowly raises his luger.

POP!

EXT. POLICE STATION ENTRANCE - SAME

Maxwell exits the station exhausted from battle. He waivers forward, weak kneed.

A bombing run starts a block down on his left creating a path of destruction headed straight for him. He takes a deep breathe, shuts his eyes and waits for the inevitable.

BOOM! BOOM! BOOOM! A direct hit pummels the police station sending Maxwell off his feet into a cloud of dust and rubble.

DISSOLVE:

EXT. POLICE STATION ENTRANCE - MOMENTS LATER

The air raid sirens have stopped. It's eerily quiet. Maxwell lies motionless covered in soot and debris.

121

Civilians begin to trickle into the street to assess the damage.

Maxwell coughs up a puff of dust. He rolls over onto his stomach, wincing in pain. He powers through the agony and rises to his feet.

People wander past him disoriented.

A woman approaches him with a small lifeless child in her arms, sobbing, in a state of shock.

WOMAN My baby. My baby. Please save my baby. Please, please save my baby.

Maxwell is overcome with grief. He wells up and begins to weep.

He weeps with her.

FADE OUT.

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