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Gladiator (2000) movie script

by David Franzoni, revised by John Logan.Transcript.

More info about this movie on IMDb.com

Quick LinksOpening sceneLucilla and Commodus travelling in the wagon"You have proved your valour yet again, Maximus""Have I missed the battle?""Still alive"?"If only you had been born a man" "You sent for me Caesar"?"My father favours you now""Ancestors, I ask you for your guidance""Are you ready to do your duty for Rome?""The Emperor needs you. It is urgent"Maximus' executionArrival in ZucchabarProximo's school for gladiatorsMaximus' first fight as a gladiatorEmperor Commodus enters RomeAt the senateLucilla & Commodus discuss the SenateGaius & Gracchus discuss the games"Are you not entertained"?"What do you want? Hmm? Girl or boy?""You will meet them again. But not yet""He sleeps so well because he is loved"Gladiators arrive in Rome"Are you the one they called Spaniard"?The Barbarian Horde"My name is Gladiator""He shouldn't be alive. This vexes me. I am terribly vexed""Rich matrons pay well to be pleasured by the bravest champions""You have a great name. He must kill your name before he kills you"Tigers and Tigris of Gaul"You simply won't ... die"Reunited with CiceroJuba: "Can they hear you"?"And now they love Maximus for his mercy""Fat and bored"Cicero & LucillaGracchus & MaximusProximo & MaximusCommodus: "Where have you been? I sent for you"The kiss

Lucius playing gladiator"Busy little bee"Betrayal / Death of Proximo"Am I not merciful"?Maximus & CommodusFinal battle"There was once a dream that was Rome""Now we are free"

GLADIATOR - The Movie

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AT THE HEIGHT OF ITS POWER, THE ROMAN EMPIRE WAS VAST, STRETCHING FROM THEDESERTS OF AFRICA TO THE BORDERS OF NORTHERN ENGLAND.

OVER ONE QUARTER OF THE WORLD'S POPULATION LIVED AND DIED UNDER THE RULE OFTHE CAESARS.

IN THE WINTER OF 180 A.D. EMPEROR MARCUS AURELIUS' TWELVE-YEAR CAMPAIGNAGAINST THE BARBARIAN TRIBES IN GERMANIA WAS DRAWING TO AN END.

ONE FINAL STRONGHOLD STANDS IN THE WAY OF ROMAN VICTORY AND THE PROMISE OFPEACE THROUGHOUT THE EMPIRE.

* * * * * * * *

OPENING SCENE - Close up - a rough weathered hand lightly brushes the tops of wheat asthe man walks through the tall wheat towards a woman (his wife) and child (his son). Inthe background can be heard the faint laughter of a child. The man dressed in Romansoldier uniform, is General Maximus. He quickly leaves this pleasant vision to return toGermania where the armour-suited General stands amidst the mud and burned forest, cloaked in afur cape that protects him from the cold winter air. The General contemplates the battle that isto take place. Turning to join the troops, a small Robin catches his eye as it sits on a bare twigand then flies away. The General Maximus smiles, watching as though a remembrance of his lifeas a farmer when life was peaceful and innocent, but he is quickly brought back to the reality ofthe cold day...and to the soldiers who await his signal to begin the battle.

[SCENE: Germania - prebattle. As the cavalry rides past Maximus, soldiers are lining up forbattle. Maximus walks along the ranks of the army. The soldiers rise as he approaches, lookingat him with great respect and admiration. At the top of the hill, overlooking the battle field, sitsCaesar Marcus Aurelius atop his horse, surrounded by the Roman Praetorian guards. Back on thebattle field, Maximus approaches and addresses Quintus and Valerius.]

MAXIMUS: Lean and hungry. Still nothing? QUINTUS: Not a sign. MAXIMUS: How long has he been gone? VALERIUS: Nearly 2 hours. VALERIUS: Will they fight, sir? MAXIMUS: We shall know soon enough.

[Quintus looks over at the soldiers readying the catapults.]

QUINTUS: Soldier, I ordered you to move those catapults forward, they're out of range. MAXIMUS: Range is good. QUINTUS: The danger to the cavalry... MAXIMUS [interrupts]: It is acceptable, agreed?

[In the distant, the cries of the barbarians can be heard - "ihr seid hunde" (you are dogs!). Ahorse rides towards them with a headless horseman on its back....]

MAXIMUS: They say no.

[The white and bloodied horse rides within the ranks of the men. A barbarian comes to theforefront of the German lines, waving the horseman's head, tossing it into the mud....]

GERMAN BARBARIAN: Ihr seid verfluchte hunde! (You are damned dogs!)

[As the barbarian calls out his cry, his mangy band of barbarians emerge from the forest,shaking and waving their spears and shields, ready to fight.]

QUINTUS: People should know when they're conquered. MAXIMUS: Would you, Quintus? Would I?

[Maximus bends down and picks up a handful of dirt, bringing it to his nose to smell. He looks tothe side and sees his WOLF OF ROME eagerly watching him. They steady their gaze as thoughcommunicating with each other. Maximus rises and mounts his horse, turning to Quintus andValerius.]

MAXIMUS: Strength and honour. QUINTUS: Strength and honour. VALERIUS: Strength and honour.MAXIMUS: At my signal, unleash hell. [He rides off. His wolf breaks free from the handler,charges after Maximus, running along side the horse.]

QUINTUS: Load the catapults; infantry form up for advance, archers ready. CHIEF ARCHER: Archers! CENTURION: Nock! ARCHER: Nock!

[Maximus rides up into the forest where the cavalry await, his wolf running closely at his side.Maximus stops and addresses the men....]

MAXIMUS: Fratres..., three weeks from now I will be harvesting my crops, imagine whereyou will be and it will be so. Hold the lines, stay with me. If you find yourself alone ridingin green fields with the sun on your face, do not be troubled, for you are in Elysium andyou're already dead!!!. [The men laugh.] Brothers, what we do in life echoes in eternity.

[Barely seen, a soldier hands Maximus his helmet. Maximus turns to an archer and nods, givingthe signal to "unleash hell" and a flaming arrow is shot through the sky. Back on the battlefield,the flaming arrow is witnessed and all hell breaks loose....]

ONAGER CENTURION: Pull, Pull! SHOUT: Cohorts ready sir!1st CENTURION: Archers, ignite! 2nd CENTURION: Ignite! 1st CENTURION: Archers, draw! ONAGER CENTURION: Loose!

[Scorpions fire, onagers let loose, flaming arrows, defiant cheers from the mob. As Maximusleads the thundering cavalry down through the trees, shouts can be heard from Maximus and hismen....]

MAXIMUS: Hold the line! SOLDIER: Make ready. MAXIMUS: Hold the line!

[More archer battle scene....]

MAXIMUS: Stay with me! Stay with me!

[III Felix Legion advancing, then tortoise formation, then barbarian charge. Maximus' wolf leapsthrough a wall of flames. The cavalry reaches the Germans. Swords are flying as they attackeach other. Maximus charges at a barbarian, slicing his head off as his sword becomes impaledin a tree. Maximus' horse is felled when a barbarian thrusts a lance in its path causing Maximusto fall hard, into the mud, amongst the soldiers. Maximus looks stunned, but as a Germanattacks him with his axe, Maximus parries each thrust before lashing out and cutting theGerman's legs from under him. The German collapses. Another German charges Maximus, who isstill on the ground. Maximus manages to slide past the oncoming sword thrust. He punches thesoldier, than stabs him. He climbs to his feet, still stabbing at the wounded German. Maximusstarts running, but collides with another legionary. Maximus turns towards the startledlegionary, who can only stand there agape as Maximus raises his sword in a feral scream.Maximus recognizes the legionary as one of his own men, and gives him a fierce smile.]

[Scene cuts to the barbarian warlord -- barbarian warlord finishes off a legionary, but before hehas time to recover, another legionary rushes and stabs him in the side. The barbarianstumbles, but does not fall. Another soldier strikes him from the other side, but he still does notfall. Finally, a soldier strikes him from behind, a vicious thrust from above into his neck. Scenecuts to a centurion who falls from his horse, then back to Maximus. Maximus punches a Germantwice, before slashing him across the chest with his sword. Maximus hears another German'sscream coming from behind. Startled, he turns to see a barbarian, whose clothes and chain mailare aflame, charging towards him with an axe. Maximus parries the first swing, but goes down.As the barbarian raises his axe for the final swing, a charging cavalryman rushes by with atimely swing of his sword, and the barbarian falls, saving Maximus from death. Another barbariansees Maximus and charges, but only to be stopped in midswing by the WOLF OF ROME, wholeaps at him, biting his hand and fending him off of Maximus. It is a chaotic scene of soldiersrunning around, wrestling with each other. We hear the wolf's growls in the background. We seeMaximus and other soldiers stabbing, fighting feverishly. Wide cut to a scene with dozens ofsoldiers fighting, with two standards of the Felix Legion thrust into the ground. We see oneparticular scene where a legionary kneels after stabbing a German, but himself falls as a Germanswings a sword at him. Cuts back to Maximus stabbing a soldier, then looking around,breathless, but looking for more enemies.]

[We see a scene where a cavalryman falls from his horse, dead, and unhelmed. Another scenewith a legionary, crying. Maximus and another legionary gathering themselves between thestandards. The battle is over, with legionaries wandering, slaying wounded Germans. Maximusraises his sword, crying out, "Roma Victa!" Other legionaries raise their swords and cheer.Maximus stands amongst the dead and wounded, the remaining Roman soldiers at his side as heraises his sword and, exhausted, again cries out for all to hear....]

MAXIMUS: Roma victa! CENTURION: Roma victa!

[At the top of the hill, Caesar Marcus Aurelius slowly leans his head back in relief of the victory.]

[Scene change - roadway, guarded armoured wagon is slowly moving along. In it, Commodusand Lucilla, as they make their way to their father, Marcus Aurelius.]

COMMODUS: Do you think he's really dying? LUCILLA: He's been dying for ten years. COMMODUS: If he weren't really dying he wouldn't have sent for us. LUCILLA: Maybe he just misses us. COMMODUS: And the Senators...he wouldn't have summoned them if....LUCILLA: Peace, Commodus. After two weeks on the road your incessant scheming ishurting my head.

COMMODUS: He's made his decision, he's going to announce it! He will name me.... Thefirst thing I shall do...when...is honour him with games worthy of his majesty. LUCILLA: For now, the first thing I shall do is have a hot bath.

[There is a knock on the wagon as it comes to a halt. An unseen attendant calls out - YourHighness. Commodus steps out.]

ATTENDANT: We look to be almost there, Sire. [A battle weary soldier approaches the wagon]Sire.COMMODUS: Where's the Emperor? SOLDIER: At the front, Sire. They've been gone for 19 days. The wounded are still comingin.

[Commodus calls to the guard - "My horse!" Commodus mounts his horse, looks back at Lucillaand hesitantly asks - "kiss?" to which she kisses her hand and tosses her hand his way.]

[Scene change back to the battle field. Maximus has found his sword impaled in the tree duringbattle. He removes the sword and as he turns, Marcus walks up amidst the soldiers as theystand and bow in his honour. Marcus walks to Maximus.]

MARCUS: You have proved your valour yet again, Maximus. Let us hope, for the last time.MAXIMUS: There is no one left to fight, Sire.MARCUS: There is always someone left to fight, Maximus. Tell me, how can I rewardRome's greatest General?

[The battle weary Maximus, face splattered with the blood of his enemy, body drained from theexertion of the battle, thinks momentarily and simply replies.]

MAXIMUS: Let me go home?MARCUS: Ahh. Home.

[Marcus and Maximus, walk together through the debris of the battle, amidst the soldiers whoare cheering as they pass.]

MAXIMUS: They honour you, Caesar. MARCUS: It is you, Maximus. They honour you.

[Maximus stops momentarily and raises his sword overhead. The army cheers even loader. Inthe distant, Commodus and his guards atop their horses, witnesses Maximus with his father,hears the cheers and quickly races down to them.]

COMMODUS: [Quickly dismounting his horse, he approaches Marcus.] Have I missed it. Have Imissed the battle? MARCUS: You have missed the war. COMMODUS: Father, congratulations. I shall sacrifice 100 bulls to honour your triumph. MARCUS: Save the bulls, honour Maximus. He won the battle. COMMODUS: General.MAXIMUS: Highness.COMMODUS: Rome salutes you and I embrace you as a brother. It has been too long oldfriend.MAXIMUS: Highness. [With head bowed. Commodus turns to his father.]COMMODUS: Here, father, take my arm. MARCUS: I think it is time...for me to leave.

[Commodus appears embarrassed that his father would not accept his help, and looks atMaximus with envy and scorn. Marcus gets on his horse and Maximus quickly hands his sword toQuintus while he assists Marcus in settling onto his horse.]

MARCUS [to Maximus]: So much for the glory of Rome. [And Marcus Leaves....]

[SCENE CHANGE to tent where party is taking place. Music and laughter fill the air. Maximusenters, washes his hands in a bowl of water, seemingly stained with the blood of the battle.Maximus looks into the crowd and sees Marcus and Commodus within. He then moves towardQuintus....]

QUINTUS: General!MAXIMUS: Still alive? QUINTUS: Still alive. MAXIMUS: The gods must have a sense of humour. QUINTUS: The gods must love you. VALERIUS: Back to your barracks, General, or to Rome? MAXIMUS: Home. The wife, the son, the harvest. QUINTUS: Maximus the farmer. I still have trouble imagining that. MAXIMUS: You know, Quintus, dirt cleans off a lot easier than blood. COMMODUS: [as he approaches Maximus] Here he is. MAXIMUS: Highness. COMMODUS: [Making introductions.] Senator Gaius, Senator Falco. Beware of Gaius, he will pour honeyed potion in your ear and you will wake up sayingRepublic! Republic! GAIUS: Well, Rome WAS founded as a Republic.COMMODUS: Yes and in a republic, the senate has the power. But Senator Gaius is notinfluenced by that, of course. FALCO: Where do you stand General, Emperor or Senate? MAXIMUS: A soldier has the advantage of being able to look his enemy in the eye,Senator.GAIUS: You know, with an army behind you, you could become extremely political.COMMODUS: I warned you, but I shall save you. Senators. [He pulls Maximus away and theyleave the Senators. Commodus continues his conversation with Maximus.] I'm going to needgood men like you.MAXIMUS: [Cautiously asking] How may I serve you, Highness?COMMODUS: You are a man who knows what it is to command. You give your orders, theorders are obeyed, and the battle is won. But these senators, they scheme and squabbleand flatter and deceive. Maximus we must save Rome from the politicians. [Glancing overto where Marcus is and back to Maximus.] Can I count on you, when the time comes?MAXIMUS: [Following Commodus' glance, he looks over at Marcus and back to Commodus.]Highness, when your father releases me I intend to return home.COMMODUS: Home, well no one has earned it more. Don't get too comfortable - I may callon you before long. Lucilla is here - did you know? [A look of concern over Commodus'remarks about future service, followed with surprise about Lucilla overcome Maximus asCommodus continues....] She has not forgotten you. And now you are the great man.

[SCENE CHANGE - Lucilla and her maid are seen peering out from the tent to where Commodusand Maximus talk. Eyeing Maximus, Lucilla murmurs Maximus. Marcus enters the tent and theyquickly stop when he catches their attention.]

MARCUS: If only you had been born a man. What a Caesar you would have made. LUCILLA: Father [as she walks to him and kisses his cheek].MARCUS: You would have been strong. I wonder, would you have been just. LUCILLA: I would have been what you taught me to be. MARCUS: Oh. How was your journey? LUCILLA: Long - uncomfortable. Why have I come? MARCUS: I need your help...with your brother. LUCILLA: Of course.MARCUS: He loves you, he always has and... he will need you now, more than ever. [Acontemplative pause by Marcus and he continues as they walk arm in arm....] Enough ofpolitics. Let us pretend that you are a loving daughter and I a good father. LUCILLA: This is a pleasant fiction, isn't it?

[SCENE CHANGE - camp, fire pits warm the air, light snow falls, Maximus walks, greeting andcongratulating the men as they rest, eat, and sharpen their swords. Maximus approaches hishorse stroking its head and his attention is caught by the sound of swords clashing amongst thetrees. He sees Commodus and his guards, shirtless, as they exercise sword maneuvers in thecold. Commodus is an excellent swordsman.]

[SCENE CHANGES to Marcus's tent where Marcus sits hunched over his desk, writing on a tablet.Maximus enters and Marcus does not look up.]

MAXIMUS: You sent for me Caesar? [No response. Maximus turns to look at the weak and oldMarcus.] Caesar? MARCUS: Tell me again Maximus, why are we here? MAXIMUS: For the glory of the empire, Sire. MARCUS: Ah yes, ah yes. I remember. You see that map, Maximus? That is the worldwhich I created. For 25 years, I have conquered, spilt blood, expanded the empire. SinceI became Caesar I have known four years without war - four years of peace in 20. And forwhat? I brought the sword, nothing more. MAXIMUS: Caesar, your life... MARCUS: Please, please don't call me that. Come here and sit. Let us talk now, togethernow. Very simply, as men. Well, Maximus, talk. MAXIMUS: 5,000 of my men are out there in the freezing mud. 3,000 are cleaved andbloodied. 2,000 will never leave this place. I will not believe they fought and died fornothing. MARCUS: And what would you believe? MAXIMUS: They fought for YOU and for Rome. MARCUS: And what is Rome, Maximus? MAXIMUS: I have seen much of the rest of the world. It is brutal and cruel and dark. Romeis the light. MARCUS: Yet you have never been there. You have not seen what it has become. I amdying, Maximus. When a man sees his end he wants to know that there has been somepurpose to his life. How will the world speak my name in years to come? Will I be knownas the philosopher, the warrior, the tyrant. Or will I be remembered as the Emperor whogave Rome back her true self? There was once a dream that was Rome, you could onlywhisper it. Anything more than a whisper and it would vanish. It was so fragile and I fearthat it will not survive the winter.

Maximus, let us whisper now. Together, you and I. You have a son? [Maximus nods.] Tellme about your home.

[Maximus looks a bit surprised at the invitation to hear of his home, but eagerly and proudlydescribes it -- a peaceful happiness overcome him as he speaks.]

MAXIMUS: My house is in the hills above Trujillo. Very simple place, pink stones that warmin the sun. Kitchen garden that smells of herbs in the day, jasmine in the evening.Through the gate is a giant poplar. Figs, apples, pears. The soil, Marcus, black ...black likemy wife's hair. Grapes on the south slopes, olives on the north. Wild ponies play near thehouse, they tease my son. He wants to be one of them.MARCUS: Maximus, when was the last time you were home?MAXIMUS: 2 years, 264 days and this morning.MARCUS: I envy you, Maximus. It is a good home. Worth fighting for? [Maximus nods yesand Marcus rises.] There is one more duty that I ask of you before you go home.

[Maximus quickly rises, the soldier that he is; respectfully, to attention.]

MAXIMUS: What will you have me do Caesar? MARCUS: I want you to become the protector of Rome after I die. I will empower you, toone end alone, to give power back to the people of Rome and end the corruption that hascrippled it. [Shock and bewilderment overcome Maximus. He tries to keep from displaying these

feelings. Hearing no response, Marcus continues.] Will you accept this great honour that Ihave offered? MAXIMUS: With all my heart, no.

MARCUS: [Tenderly holding Maximus' head with both hands]: Maximus, that is why it must beyou.

MAXIMUS: But surely a prefect, a senator, somebody who knows the city, whounderstands her politics.... MARCUS: But you have not been corrupted by her politics. MAXIMUS: And Commodus?

MARCUS: Commodus is not a moral man, you have known that since you were young.Commodus cannot rule. He must not rule. You are the son that I should have had.Commodus will accept my decision. He knows that you command the loyalty of the army.MAXIMUS [Nearly speechless]: I need some time, Sire.

MARCUS: Yes. By sunset, I hope, you will have agreed. Now embrace me as my son andbring an old man another blanket.

[SCENE CHANGE - As Maximus leaves Marcus' tent he hesitates outside, with a troubled look uponhis face. Lucilla steps out from the adjacent tent. She appears to have been waiting for him.]

LUCILLA: My father favours you now. MAXIMUS: M'lady. LUCILLA: T'was not always so. MAXIMUS: Many things change. LUCILLA: Many things, not everything. [Maximus turns to leave.] Maximus, stop. Let mesee your face. You seem upset. MAXIMUS: I lost many men. LUCILLA: What did my father want with you? MAXIMUS: To wish me well before I leave for home. [Again, he turns to leave.]LUCILLA: You are lying. I could always tell when you were lying because you were nevergood at it.

[Maximus looks back at her sharply and approaches.]

MAXIMUS: I never acquired your comfort with it. LUCILLA: True. But then you never had to. Life is more simpler for a soldier. Or do youthink me heartless? MAXIMUS: I think you have a talent for survival. [Again, he turns to leave. Lucilla laughs,wanting to prolong their time together.]LUCILLA: Maximus, stop. Is it really so terrible seeing me again? MAXIMUS: No. I am tired from battle. LUCILLA: It hurts you to see my father so fragile. [Maximus nods.] LUCILLA: Commodus expects my father to announce succession within days. Will youserve my brother as you have served my father? MAXIMUS: I will always serve Rome. LUCILLA: You know, I still remember you in my prayers. Oh, yes I pray. MAXIMUS: I was sad to hear of your husband's death. I mourned him. LUCILLA: Thank you. MAXIMUS: And I hear that you have a son. LUCILLA: Yes, Lucius. He will be nearly 8 years old. MAXIMUS: My son is also nearly 8. [Again, a moment of peace overcomes him as he speaks ofhis family] I thank you for your prayers. [Maximus leaves Lucilla as she stands alone, lookingafter him.]

[SCENE CHANGE - Maximus returns to his tent where he prays as he kneels in front of the iconsof his Ancestors and family.]

MAXIMUS: Ancestors, I ask you for your guidance. Blessed Mother, come to me with theGods' desire for my future. Blessed Father, watch over my wife and my son with a ready

sword. Whisper to them that I live only to hold them again. Ancestors, I honour you andwill try to live with the dignity you have taught me. [Maximus tenderly and longingly kissesthe figurine of his wife, stands and moves to sit on a chair as he calls to his friend and servant,Cicero.]MAXIMUS: Cicero. Do you find it hard to do your duty? CICERO: Sometimes I do what I want to do. The rest of the time I do what I have to. MAXIMUS [rubbing his beard]: We may not be able to go home after all.

[SCENE CHANGE - Commodus has entered Marcus' tent, gazing at the statue of his father, hereaches up and touches its face as Marcus enters from behind him.]

MARCUS: Are you ready to do your duty for Rome? COMMODUS [with a slight smile on his face]: Yes, father. MARCUS: You will not be Emperor. COMMODUS [the smile quickly vanishes leaving in its place painful bewilderment]: Which wiser,older man is to take my place? MARCUS: My powers will pass to Maximus to hold in trust until the Senate is ready to ruleonce more. Rome is to be a Republic again. COMMODUS: Maximus?

[Marcus moves his hand to touch Commodus' face and Commodus turns away.]

MARCUS: My decision disappoints you? COMMODUS: You wrote to me once, listing the four chief virtues -- wisdom, justice,fortitude, and temperance. As I read the list I knew I had none of them. But I have othervirtues, Father -- ambition, that can be a virtue when it drives us to excel;resourcefulness; courage, perhaps not on the battle field but there are many forms ofcourage; devotion, to my family, to you. But none of my virtues were on your list. Eventhen it was as if you didn't want me for your son. MARCUS: Oh, Commodus, you go too far. COMMODUS: [In anguish and tears from the disappointment of Marcus' decision] I searchedthe faces of the gods for ways to please you, to make you proud.... One kind word, onefull hug while you pressed me to your chest and held me tight, would have been like thesun on my heart for a thousand years.... What is it in me you hate so much? All I everwanted was to live up to you, Caesar, Father. MARCUS: Commodus, [he kneels in front of his son] your faults as a son, is my failure as afather. [He stretches his arms out to Commodus, seeking forgiveness. Commodus slowlyembraces him, together they weep] COMMODUS: Father, I would have butchered the whole world if you would have only lovedme!!!

[Marcus still kneeling, Commodus presses his father tightly against his body, smothering him, asMarcus struggles to be free, but fails. All the while, Commodus cries and moans in pain, asthough a child.]

[SCENE CHANGE - Maximus is sleeping on his cot and Quintus quietly enters to wake him.Maximus quickly brandishes a knife, smiling with a hint of embarrassment when he sees it isQuintus.]

QUINTUS: Maximus. The Emperor needs you. It is urgent.

[Together they return to Marcus' tent. As Maximus reaches the tent, the tarp is pulled back andthere stands Commodus.]

COMMODUS: Lament with me, brother. Our great father is dead. MAXIMUS: [Looking untrusting at Commodus he turns to the body of Marcus, placing his handto Marcus' forehead and then to the dead Emperor's throat as though to check for signs of life,and asks] How did he die?

COMMODUS: The surgeon said there was no pain. His breath gave out as he slept. MAXIMUS: [Leaning over Marcus, he whispers as he kisses his forehead.] Father.COMMODUS: Your Emperor asks for your loyalty, Maximus. Take my hand. I only offer itonce.

[Maximus turns away from Marcus, looks at Lucilla as she sits in the corner, eyes moist withgrief. Maximus, in disbelief, ignores Commodus, walks past him and out of the tent, calling toQuintus. Commodus turns to Quintus who looks back with a pained acknowledgment of ordersthat have already been given. Lucilla steps out from the corner, turns to Commodus, looks intohis eyes, and slaps him, then picks up his hand and kisses it.]

LUCILLA: Hail Caesar.

[SCENE CHANGE - Maximus' tent as he rushes in, buckling his armour as Cicero assists him.Maximus hurriedly calling out orders.... "Wake the senators. Gaius and Falco. I must havetheir counsel. Sword!" Before Cicero can hand Maximus his sword, Quintus enters.]

QUINTUS: Maximus, please be careful, that was not prudent. MAXIMUS: Prudent! The Emperor has been slain. QUINTUS: The Emperor died of natural causes. MAXIMUS: Quintus, why are you armed? QUINTUS: Guards! [The guards quickly enter, spinning Maximus around as they secure him.]Maximus please do not fight. I am sorry, Caesar has spoken.

[Cicero looks at Maximus as if to hand him his sword but Maximus shakes his head, no. Quintusturns to the Praetorian guards.]

QUINTUS: Ride him until dawn and then execute him. MAXIMUS: Quintus, look at me. Look at me! Promise me that you will look after my family.QUINTUS: Your family will meet you in the after life.

[Maximus struggles and one of the guards hits him across the back of the head with a sword.]

[SCENE CHANGE - to where Maximus is about to be executed. The guard tells Maximus to"kneel". As the assassins position themselves, Maximus prays within "Blessed Father watchover my wife and son whisper to them that I live only to hold them again." Then Maximusasks the chief guard, "At least give me a clean death - a soldier's death." The chief guardnods yes and the assassin changes position behind Maximus. As the assassin raises his sword,with speed, Maximus successfully disarms the guard about to kill him, grabbing the sword withhis hands, he fatally stabs him and then turns to the chief guard who can't remove his swordfrom his sheath....]

MAXIMUS: The frost. Sometimes it makes the blade stick. [Maximus then swings the swordat the guard, cutting him across the face and killing him. Another guard, on horse, movesforward and you can hear the swishing sound of the sword as it comes spinning through the airand strikes the guard dead. Maximus turns to the remaining guard who is on horse, drinkingfrom a bottle of whiskey to warm himself from the cold. Maximus calls to him. "Praetorian!"The Praetorian turns to see Maximus standing with a sword, tosses down the bottle and runs athim but Maximus swings his sword as the Praetorian passes. The Praetorian falls from his horse,having been fatally wounded by Maximus. Maximus has been severely wounded to the arm.Having killed each of the Praetorian, Maximus takes two horses for his long journey home.]

[After a long run, exhausted, Maximus finally comes to a rest. He sits fireside, nursing hiswound. His mind races with thoughts of his family and of what Marcus earlier asked him...."When was the last time you were home, 2 years, 264 days and this morning. Blessedfather, watch over them with a ready sword, whisper to them that I live only to hold themagain. For all else is dust and air, whisper that I live only to hold them again, for all else isdust and air."]

[SCENE CHANGE - As Maximus continues his journey home on horseback, Maximus has a vision ofhis home - wheat fields, his son playing with a white pony and his wife watches. Suddenly, thevision changes to one of harm, of the Praetorian riding towards his home, and as they arrive,trampling his son as his wife looks on helplessly. Maximus regains full consciousness and races toreach his family. The wound on his arm, bleeding profusely. His horse sweaty, breathing loudlyand exhausted, strains under the run. As he nears his home black smoke of fires over his homecan be seen. His horse, spent, gives out from under him and falls with a thunderous thud,throwing Maximus to the dirt as he groans heavily. The vision was an actuality. Maximusstruggles to stand and stumbles the remainder of the way to his home. As he nears the home,he views bodies burnt, everything destroyed, fields smoking. In the distant, he sees two bodieshanging overhead. As he approaches he can identify the bodies to be of his wife and son. He fallsto his knees, crying in disbelief and anguish. He manages to stand up and comes closer, tenderlytouching his wife's feet, caressing them as though to comfort her. He falls to the ground andpasses out from the grief.

[A Bedouin troupe come across the scene and find Maximus' body, lying on top of the twograves of his wife and son. They are heard to say, "Hada mish huy?" (This one's not alive?) ..."Ma adri" (I don't know.) ... "Huy!" (He's alive!) ... "kalbash'hu'" (shackle him) ... "Hadamish huy" (this one is still alive).]

[ The Bedouin whisk him away. Maximus finds himself on a wagon. He is slipping in and out ofconsciousness and into the after life. A sound startles him and he comes back to life. He isdazed and hallucinating. Scenes of him chained and scenes of the figurines of his wife and sonquickly flash across his mind. The soft voice of a Numidian slave (later to be known as Juba), isheard "you will meet them again, but not yet." Maximus looks at his wound which is infestedwith maggots. He begins to remove them and Juba says, "No, they will clean it. Wait andsee." The caravan carrying the slaves winds it way through the vast desert. Juba, watchingover the new slave, cautions him, "Don't die. They will feed you to the lions. The lions areworth more than we. Better now? Clean. See?" Juba places poultice on the gaping wound.]

[SCENE CHANGE - In Zucchabar, a Roman Province, at the bazaar where Proximo sits at a table,and the Slave Trader approaches Proximo to greet him....]

SLAVE TRADER: Proximo, old friend. Today is your most fortunate day.

[Proximo mistrustingly looks at the slave trader and grabs the trader's crotch. The trader looksstartled, and in pain.]

PROXIMO: Those giraffes you sold me, they won't mate. They just walk around eating, notmating. You sold me queer giraffes. I want my money back.SLAVE TRADER: Not a chance. [He grunts as Proximo squeezes tighter.] I'll give you specialprice for you! PROXIMO: On what? SLAVE TRADER: Have you seen my new stock? Come and see them.

[Proximo looks back and releases him with one final squeeze. Together they walk towards themarket place.]

[SCENE CHANGE - to the market where the slaves await sale.]

PROXIMO: Do any of them fight? I have a match coming up.SLAVE TRADER: Some are good for fighting, others for dying. You need both, I think.PROXIMO: [to the Numidian slave] Get up! [Proximo examines him, slapping his body to checkhis muscles.]PROXIMO: What was your trade?JUBA: I was a hunter.SLAVE TRADER: No, no, I bought him from a salt mine in Carthage [the slave trader quicklyand nervously tells him to sit down. Proximo continues to inspect the other slaves.]

PROXIMO [Maximus sits on the dirt, weak and lifeless. Proximo pokes at his gashed armalongside the SPQR insignia]: The mark of the legion...deserter? SLAVE TRADER: Maybe. Who cares? He's a Spaniard.PROXIMO: I will take 6 for 1,000. SLAVE TRADER: 1,000? The Numidian alone is worth 2,000! PROXIMO: These slaves are rotten! SLAVE TRADER: It adds to the flavour!

[Proximo begins to walk away.]

SLAVE TRADER: No, no, wait, wait, wait! We can negotiate.PROXIMO: I'll give you 2,000 and another 4 for the beasts. That's 5,000 for an old friend.

[SCENE CHANGE - Proximo's slaves carry him on sedan. Proximo impatiently ordering them tohurry.]

PROXIMO: Come on, how long does it take to get into my own house?

[In front of the line of slaves, as they are being dusted with lime for pests and disease, Proximoaddresses the slaves. As this takes place, a lion is seen in a cage as he is being fed humanparts, while vultures tear at the remains of a pile of corpses. Other slaves are exercising theirskills as one is seen getting impaled with an arrow.]

PROXIMO: I am Proximo. I shall be closer to you for the next few days, which will be thelast of your miserable lives, than the bitch of a mother that brought you screaming intothis world. I did not pay good money for you for your company, I paid it so that I couldprofit from your death and as your mother was there at your beginning, so I shall be thereat your end. And when you die, and die you shall, your transition shall be to the sound of[applauding] ...Gladiators, I salute you.

[SCENE CHANGE - Training at Proximo's camp as each slave goes up for a test of skill. Proximocan be heard calling out "Yellow" ... "Red".]

[The next fighter is Juba who picks up the wooden sword given to them for their testing andfiercely fights back as Hagen tests him.]

HAGEN: Good.PROXIMO: Red [Juba looks at Hagen with honour at having won red.]HAGEN: Spaniard! [Maximus curiously looks at Hagen, walks up and tosses the sword to theground in--Maximus refuses to fight. With Proximo's approval, Hagen slams his sword intoMaximus' stomach causing Maximus to collapse, but he stands back up in defiance. Hagen hitshim a second time and Maximus falls to the ground. Proximo stops Hagen as he is about to makethe third blow, calling out "That is enough for the moment. His time will come." Maximuslooks at Hagen with a slight grin and turns and walks away.]

HAGEN: Next.

[SCENE CHANGE - where the slaves are kept, Juba kneels at the doorway, looks in at Maximus,the "Spaniard", and asks ... ]

JUBA: Why don't you fight, Spaniard? We all have to fight. [Maximus looks at Juba, as hecontinues to scrape the Legion Mark (SPQR) from his arm with a sharp stone. The pain of hisefforts clearly read in his expression.]JUBA: Is that the mark of your gods? [Maximus nods, with a slight sense of humour at the question.]JUBA: Will that not anger them? [Maximus nods again, his smile very wry as he continues to painfully scrape the insignia from hisflesh.]

[SCENE CHANGE - The slaves, shackled together to a pole, walk through the market place wheredyed red yarn hangs overhead, dripping onto them as they make their way to the arena. Awhite bull is seen with red dye poured along his back. Proximo walk under a large umbrella, toprotect him from the dripping dye.]

HAGEN [to Maximus] : The gods favour you. Red is the gods' colour. You will need their helptoday.

[At the arena, under the bleachers, the crowd can be heard stamping their feet, cheering.Proximo gives the gladiators a talk of encouragement (after all, they are there to make himmoney) before they go out for their first fight. "Some of you are thinking you won't fight,some that you can't. They all say that until they are out there. Thrust this into anotherman's flesh" demonstrating with a sword "and they will applaud and love you for that. Youmay begin to love them for that." He slams the blade into the table. "Ultimately, we're alldead men, sadly we cannot choose how, BUT we can decide how we meet that end inorder that we are remembered as men."]

[Maximus listens intently, he bends down and picks up a handful of dirt, rubbing it in his hands.He has decided to fight. He will not lose the honour of being a man. The men are paired off - redwith yellow. Maximus is paired with Juba. Hagen is paired with a frail and frightened slave.Standing in the gateway before they enter the arena, the frightened slave in front of Maximusloses control from fear and relieves himself down his leg. Maximus views this and steps back.Hagen is seen closing his eyes, perhaps in prayer before he enters.]

[The door to the arena is thrown open and the first fighter (with spiked hair) runs face first intothe morning star which is swung by one of the armoured opponents. Blood splatterseverywhere. The fighters pan out and everyone runs into the arena. Proximo runs to the edge ofthe arena to look down onto his fighters--sizing them up for skill. Juba starts to follow anopponent but Maximus quickly takes control of the fight, pulling Juba back. Meanwhile, Hagen iswith the frightened slave who is screaming in fear and crouching down while Hagen fights. Thenthe opponent thrusts his sword into the frightened slave, who falls down dead. Hagen, needingto be free from the corpse, cuts away the chained hand and uses it to swing as a weapon.]

[As the fights continue, Hagen lifts and plants another opponent on the horns which adorn thearena. Maximus fights with his shield, Juba with a sword. When the final opponent is reached,Juba, is standing behind Maximus with his hand on Maximus' shoulder. The muscular opponent,heavily masked and carrying a trident, stands fiercely against Maximus and Juba. Maximus turnsthe trident back into the opponent and together, Maximus and Juba spear him in the gut. Theopponent withdraws the trident from his own body and goes back on the attack. Maximus andJuba, working as one, run at the opponent, using the chain that joins them, to cut him at thethroat, knocking him to the ground. Maximus, Juba and Hagen, and the remaining slaves, standexhausted in the arena while the crowd roars.]

[SCENE CHANGE - grand view of Rome as seen from the steps of the Senate. The Roman troopshave formed along the streets, people are cheering (yet there is a small faction seen angrilyyelling in dispute). The senators stand at the steps of the Senate, waiting, Lucius at their side,as the new Caesar and Lucilla enter on chariot surrounded by Praetorian....]

GRACCHUS: He enters Rome like a conquering hero. But what has he conquered?FALCO: Give him time. He's young. I think he could do very well.GRACCHUS: For Rome or for you?

GRACCHUS: Go to your mother, Lucius. It's what she would want.LUCIUS: Mother!LUCILLA: Lucius. [Lucius and Lucilla embrace.]COMMODUS: Senators.FALCO: Rome greets her new Emperor. Your loyal subjects bid you welcome.COMMODUS: Thank you, Falco, and for the loyal subjects. I trust they were not too

expensive.GRACCHUS: Rome rejoices in your return. There are many matters to discuss.

[SCENE CHANGE - to the Senate where all the senators are gathered. Senator Gracchus isspeaking while Commodus, seemingly bored and gaining impatient, sits, twirling the tip of hissword on the marbled floor.]

GRACCHUS: Caesar, the Senate has prepared a series of protocol to address the manyproblems in the city, beginning with basic sanitation for the Greek quarter to combat theplague which is already springing up there. [As Gracchus continues with his speech,Commodus interrupts him....]COMMODUS: Shhhhhh. Don't you see Gracchus. That's the very problem, isn't it. My fatherspent all his time at study, reading books, learning his philosophy. He spent all his twilighthours reading scrolls from the Senate. All the while, the people were forgotten.GRACCHUS: The Senate is the people, Sire, chosen from the people, to speak for thepeople.COMMODUS: I doubt if many people eat so well as you do, Senator, or have such splendidmistresses as you, Senator Gaius. I understand my own people.GRACCHUS: Perhaps the Emperor would be so kind as to teach us, out of his ownextensive experience. [A slight laughter from the Senators is heard.]COMMODUS: I call it love. The people are my children and I their father. I shall show themthey are loved. I shall hold them to my bosom and embrace them ....GRACCHUS [as he interrupts]: Have you ever embraced someone dying of plague, Sire?

[Commodus stops. His sword held behind his head, with both hands, as though to be resting hishead on it. Slowly turning around, he looks at Gracchus. Lucilla, sensing potential danger, risesto intervene. A lethal moment.]

COMMODUS: No. But if you interrupt me again, I assure you that you shall. [He leaves theSenate and returns to the palace.]

LUCILLA: Senator, my brother is very tired. Leave the list with me. Your Emperor will doall that Rome requires.GRACCHUS: My lady, as always your lightest touch commands obedience.

[SCENE CHANGE - at the Palace, Lucilla returning from the Senate.]

COMMODUS: Who deign to lecture me?LUCILLA: Commodus, the senate has its uses.COMMODUS: What uses? All they do is talk. Talk. ...It should have been only me, and you,and Rome. LUCILLA: Don't even think that, Commodus. There has always been a senate....COMMODUS: Rome has changed. It takes an Emperor to rule an empire.LUCILLA: Of course, but leave the people their....COMMODUS: Illusions?.LUCILLA: ...traditions.COMMODUS: My father's war against the barbarians, he said himself it achieved nothing.But people still loved him.LUCILLA: People always love victories.COMMODUS: But why? They don't see the battles? What do they care about Germania?LUCILLA: They care about the greatness of Rome.COMMODUS: Greatness of Rome? But what is that?LUCILLA: It's an idea, greatness. Greatness is a vision.COMMODUS: Exactly. A vision. I will give the people a vision and they will love me for it.They will soon forget the tedious sermonizing of a few dry old men. I will give them thegreatest vision of their lives.

[SCENE CHANGE - between Gaius and Gracchus at a restaurant, discussing the games which

Commodus revived to lure the mob. Outside can be seen a juggler, merchants calling out theirwares (wine), and the crowd visiting and moving about.]

GAIUS: Games! 150 days of games!GRACCHUS: He's cleverer than I thought.GAIUS: Clever. The whole of Rome would be laughing at him if they weren't in fear of hisPraetorian.GRACCHUS: Fear and wonder. A powerful combination.GAIUS: Will the people really be seduced by that?GRACCHUS: I think he knows what Rome is. Rome is the mob. He will conjure magic forthem and they will be distracted. He will take away their freedom, and still they will roar.The beating heart of Rome is not the marble floor of the Senate, it is the sand of theColosseum. He will give them death, and they will love him for it.

[SCENE CHANGE...back at Zuccahbar. The gladiators are sitting in a cage waiting for their turnto fight in the arena. "Spaniard, Spaniard, Spaniard" can be heard from the crowds-he hasgained the popularity of the crowd as well as a name for himself-Spaniard. Maximus stands andwalks through the cage as the other gladiators call out "Spaniard", as he goes to the arena.Maximus enters the ring as the chants "Spaniard, Spaniard" continue. When Maximus stepsthrough the door, the opponents step back. Maximus pauses and slightly bows his head. Then hewades into them. The opponents each wait to take on Maximus. Without hesitation, Maximuscharges forward and machine-like and without emotion, takes on and disposes of eachopponent, one at a time. The final opponent has his head cut off by Maximus as he uses twoswords to scissor cut his neck.]

[Having quickly and soundly defeated his opposition, Maximus looks up at the crowd, bloodyswords still in hand. He hurls one sword high into the stands, striking a table, startling all nearby.Then, calling out to the now silenced crowd, Maximus screams at them, "ARE YOU NOTENTERTAINED??!! ARE YOU NOT ENTERTAINED??!! Is this not why you are here??" Thecrowd silenced, Maximus throws the other sword to the ground, spitting in disgust and begins toleave the arena. The crowd cheers loudly. Maximus slows his pace, looking at them inamazement and curiosity. "Spaniard, Spaniard, Spaniard, Spaniard."

[SCENE CHANGE - At Proximo's quarters. Maximus standing nearby.

PROXIMO: What do you want? Hmmmm? Girl? Boy? MAXIMUS: You sent for me? PROXIMO: Yes I did. You are good, Spaniard, but you're not that good. You could bemagnificent. MAXIMUS: I am required to kill so I kill. That is enough. PROXIMO: It's enough for the provinces but not for Rome [as he feeds his caged hyena]. Theyoung Emperor has organized a series of spectacles to commemorate his father, MarcusAurelius. I find it amusing since it was Marcus Aurelius, the wise, the all knowing MarcusAurelius, who closed us down. So finally after 5 years scratching a living in flea infestedvillages we are finally going back to where we belong, the Colosseum. Oh you should seethe Colosseum, Spaniard. 50,000 Romans watching every movement of your sword,willing you to make that killer blow. The silence before you strike, and the noiseafterwards, it rises, rises like a storm, as if you were the Thunder God himself. MAXIMUS: You were a gladiator? PROXIMO: Yes, I was [he responds nervously but proudly of times gone by].MAXIMUS: You won your freedom? PROXIMO: Long time ago the old emperor Marcus Aurelius presented me with a Rudius -it's just a wooden sword, a symbol for your freedom. He touched me on the shoulderonce, and I was free. MAXIMUS: You knew Marcus Aurelius? [Maximus asks loudly, laughing as he speaks, doubtingthat Proximo could have known such a man.]PROXIMO: I did not say that I knew him. I said he touched me on the shoulder.

[Maximus comes closer to Proximo, lowering his voice as he speaks.]

MAXIMUS: You asked me what I want. I, too, want to stand in front of the Emperor, as youdid.

[Raising the left eyebrow.]

PROXIMO: Then listen to me. Learn from me. I wasn't the best because I killed quickly. Iwas the best because the crowd loved me. Win the crowd, win your freedom.

[Maximus stands at attention as they soldier he was for so many years, but at the thought offreedom he is indifferent for without his family, what is freedom?]

MAXIMUS: I will win the crowd. I will give them something they have never seen before. PROXIMO: Umph! So, Spaniard, we shall go to Rome together and have bloody adventuresand the great whore will suckle us until we are fat and happy and can suckle no more. Andthen, when enough men have died, perhaps you will have your freedom. Here, use this....[Proximo tosses Maximus a body shield of armour. As Maximus leaves, Proximo turns to look outthe window, raising his arms in jubilee.]

[SCENE CHANGE to a rooftop, the slaves talk with each other. Juba and Maximus, alone,together....]

JUBA: It is somewhere out there, my country, my home. My wife is preparing the food. Mydaughter is carrying water from the river. Will I ever see them again. I think not. MAXIMUS: Do you believe that you will see them again when you die? JUBA: I think so, but then, I will die soon. They will not die for many years. I will have towait. MAXIMUS: But you would...wait? JUBA: Of course. MAXIMUS: You see, my wife and my son are already waiting for me. JUBA: You will meet them again. But not yet. Juba takes Maximus' hand as if to assure himthat the time will come. Not yet. MAXIMUS: Not yet. Not yet.

[SCENE CHANGE - on the road to Rome, the wagon carrying the gladiators rolls along whilechildren run to the side of the road to witness the caravan. In the distant, Rome and theColosseum.]

[Gladiators have arrived in Rome for their first time. They disembark from the wagon, gazing inawe at the Colosseum. Proximo walks up to the statue of Mars, kissing his hand and thenplanting the kiss on the feet of the statue. "Good to see you again, old friend.... Bring mefortune." The gladiators, stare up at the Colosseum....]

JUBA: Did you ever see anything like that before? I didn't know man could build suchthings.PROXIMO as he walks towards the gladiators, looking at Maximus he says : Win the crowd.

[SCENE CHANGE TO THE PALACE - Commodus is standing over the sleeping Lucius studying himas he sleeps. Lucilla walks up.]COMMODUS: He sleeps so well because he is loved. LUCILLA: Come brother, it is late.

[Lucilla and Commodus step away and continue their talk. Commodus leans over his desk.]

COMMODUS: I will make Rome the wonder of the ages. That is what Gracchus and hisfriends don't understand. All my desires are now splitting my head into pieces.LUCILLA: [Has mixed a powdered drink.] Commodus, drink this tonic.COMMODUS: Do you think the time is right? I could announce the dissolution of the senate

in celebration of our father. Do you think the people are ready?LUCILLA: I think it's time for you to rest now.COMMODUS: Will you stay with me?LUCILLA: Still afraid of the dark, brother?COMMODUS: Still? Always. Stay with me tonight?LUCILLA: You know I won't.COMMODUS: Then kiss me. [She kisses his forehead.]

LUCILLA: Sleep, brother.

[SCENE CHANGE - As gladiators arrive in Rome, the crowd is seen betting and posting their markson a chalk board. Proximo & Cassius discuss the upcoming fight.]

PROXIMO: The Emperor wants battles and I don't want to sacrifice my best fighters.CASSIUS: The crowd wants battles so the Emperor gives them battles. You get the battleof Carthage.PROXIMO: The massacre of Carthage! Why don't you get the beggars and thieves fromthe prisons?CASSIUS: We've done that.PROXIMO: If you're going to give away the best gladiators in the empire, then I wantdouble the rates.CASSIUS: You will get your contract rates or you will get your contract canceled. If youdon't like it, you can crawl back down that shit hole that you came from.

[SCENE CHANGE - Just prior to the Legionnaires of Scipio Africanus battle. Young Lucius is walkingalong the cells where the gladiators are placed on display for the crowds to inspect. Luciusmotions to Maximus, where he is seated at the back of his cell. With a glint of surprise, Maximusrises and moves toward Lucius.]

LUCIUS: Gladiator, are you the one they call Spaniard? MAXIMUS: Yes. LUCIUS: They said you were a giant. They said you can crush a man's skull with one hand. MAXIMUS: Man's? No. A boy's...[he says, teasingly]LUCIUS: They have good horses in Spain? MAXIMUS: Some of the best. This is Argento. This is Scarto [pointing to his chest armour].They were my horses. They were taken from me?. LUCIUS: I like you, Spaniard. I shall cheer for you. MAXIMUS: They let you watch the games? LUCIUS: My uncle says it makes me strong. MAXIMUS: What does your father say? LUCIUS: My father is dead. SERVANT: Master Lucius, it is time. LUCIUS: I have to go. MAXIMUS: Your name is Lucius? LUCIUS: Lucius Verus. After my father. [Realizing he has come closer to Commodus, Maximuswithdraws into the corner, looking to see who might be in the crowd.]

[SCENE CHANGE -In the bowels of the Colosseum. The gladiators are selecting helmets andreceiving spears. Maximus selects an ominous mask that covers all his face leaving his eyes topierce through. The man in charge of the gladiators calls out instructions before they enter thearena. "When the Emperor enters, raise your weapons, salute him and then speaktogether. Face the Emperor, don't turn your back on him. Go and die with honour."Maximus takes a deep breath. The gladiators enter the arena, looking up amazed at theoverwhelming size of the arena and crowd. The crowds call out, "Caesar, Caesar, Caesar".The gladiators stand in front of Caesar, "We who are about to die, salute you". Only onegladiator refuses to make such a salute -- Maximus.]

CASSIUS [the announcer] : On this day we reach back to hallowed antiquity to bring you arecreation of a second Fall of Mighty Carthage. On the barren straits of Zama, there stood

the invincible armies of the Barbarian Hannibal. Ferocious mercenaries and warriors fromall brute nations bent on destruction. Your Emperor is pleased to give you THEBARBARIAN HORDE!

[On the arena floor, Maximus talks to the Gladiators, instructing them.]

MAXIMUS: Anyone here been in the army? FELLOW-FIGHTER #1: Yes FELLOW-FIGHTER #2: I served with you in Vindobona. MAXIMUS: You can help me. Whatever comes out of these gates, we have a betterchance of survival if we work together. Do you understand? We stay together, we survive.

[Cassius then introduces the Legionnaires of Scipio Africanus as they barrel into the arena ontheir glorious chariots. Shouts from the Legionnaires can be heard as they immediately begin tokill the "Barbarians", shouts from Maximus can also be heard - "Come together...lock yourshields, stay as one...hold as one". And then, "Well done" as they successfully defendthemselves from the uneven attack. ]

[ As a chariot heads towards them, Maximus is heard calling out as they huddle together "Holdas one. Hold. Diamond, diamond." the Barbarians move towards the chariot as it approachesthem, and with that manoeuver, the chariot is overturned and the Legionnaires are sent flyingto their death. The crowd cheers uncontrollably.

[ Hagen gets an arrow to the calf and unknowingly stands in the way of a charging chariot.Maximus calls out to him, then runs and knocks him out of the way, saving his life. Withouthesitation, Maximus continues to call out orders, "This column to the chariot. This columnstay with me." Maximus climbs upon one of the chariot horses that has been unharnessed andrides with the chariots, attacking the Legionnaires one by one until most have been disabled orkilled. All the while, Commodus sits on his throne, clearly enjoying himself like a child. His mouthfalls open and his tongue laps the air. He tosses his head side to side in glee.]

[ On the arena floor, Hagen is back in place, fighting the Legionnaires. As Maximus rides, Jubacries out "Maximus" as he tosses him one of the Legionnaires' sword. Catching the sword,Maximus continues to call orders to the Barbarians, "Single column, single column..."as theysuccessfully attack and kill the remaining Legionnaires. Having won the battle, Maximus is seenmagnificently atop the white horse, sword raised in triumph as the cheers from the "Barbarians"and crowd burst out uproariously.]

[Following the battle, in Caesar's box... ]COMMODUS: My history's a little hazy Cassius, butaren't the Barbarians supposed to lose the battle of Carthage!!CASSIUS: Yes, Sire. Forgive me, Sire. COMMODUS: No, I rather enjoy surprises. Who is that? CASSIUS: They call him the Spaniard, Sire. COMMODUS: I think I'll meet him.CASSIUS: Of course, Sire.

[On the arena floor, Praetorian enter and the gladiators stand ready to defend themselves.]

PRAETORIAN: Drop your weapons.

[Maximus nods to the gladiators and they drop their weapons.]

PRAETORIAN: Gladiator, the Emperor has asked for you. MAXIMUS: I'm at the Emperor's service.

[Commodus enters the arena. Maximus eyes an arrow in the dirt amongst the bloodied debris,kneels to pick it up. The gladiators follow Maximus' action and also kneel.] COMMODUS: Rise,rise.[Lucius enters behind Commodus and Maximus looks disappointed. He does not want to attempt

an attack on Commodus with the boy so close.]

COMMODUS: Your fame is well deserved, Spaniard. I don't think there has been agladiator to match you, as for this young man [Commodus holding Lucius in front him], heinsists you are Hector reborn, or was it Hercules. Why doesn't the hero reveal himself andtell us all your real name. You do have a name...?

MAXIMUS: My name is gladiator.

[Maximus slowly turns around and begins to walk back to the other gladiators.]

COMMODUS: How dare you show your back to me, SLAVE. You will remove your helmetand tell me your name... [The Praetorian take a ready-stand, and the gladiators, withoutweapons, move forward ready to fight with Maximus. Maximus stops, takes a deep breath,removes his helmet, and turns to face Commodus.] MAXIMUS: My name is Maximus Decimus Meridius. Commander of the armies of the North,general of the Felix Legions, loyal servant to the true emperor Marcus Aurelius. Father toa murdered son, husband to a murdered wife, and I will have my vengeance in this life orthe next.

[Commodus is clearly in shock and without words. Quintus stands ready. Commodus stumbles inhis actions, slightly turning to Quintus as though seeking help. Quintus orders "Arms" and thePraetorian pull their swords. Meanwhile, at Caesar's box, Lucilla has jumped to her feet in shockand relief to see that Maximus is still alive.]

CROWD: Live, Live, Live, Live...! COMMODUS: Shhh! [in an effort to calm the people. Commodus extends his hand, struggling togive the thumbs up for he would much prefer to give the thumbs down. Extending his thumb up,to the pleasure and cheers of the crowd, Commodus turns and leaves, sending a look toMaximus as though to say this is not over, and the Praetorian leave, as well.] As Maximus looksat Quintus, he holds his fist to his heart and slightly bows his head, acknowledging an old friend.Quintus stares back and slowly backs away from Maximus.

[Maximus raises his helmet in victory and the crowds and other gladiators cheer uproariously.Maximus and the other gladiators exit the arena to be returned to the underground cells. Theyare lowered on a platform as the other gladiators salute the winning barbarians, and inparticular, Maximus, with cheers and shouts "Maximus, Maximus, Maximus." Maximus standsin the midst of all the gladiators who triumphantly fought and beat the Legionnaires. A slightlysmaller man, yet appearing larger than all.]

[SCENE CHANGES back to the Palace where Commodus is signing papers. Lucilla walks in. Withoutlooking up, Commodus asks Lucilla, Why is he still alive?]LUCILLA: I don't know.COMMODUS: He shouldn't be alive. This vexes me. I am terribly vexed. [He sits back in hischair.] I did what I had to do. Had father had his way, the empire would have been tornapart. You do see that?

COMMODUS: What did you feel when you saw him?LUCILLA: I felt nothing.COMMODUS: He wounded you deeply, didn't he?LUCILLA: No more than I wounded him.COMMODUS: They lied to me in Germania. They told me he was dead. If they lie to methey don't respect me. If they don't respect me then how can they ever love me?LUCILLA: Then you must let the legions know that treachery will not go unpunished. COMMODUS: Sister, I wouldn't want to be your enemy.LUCILLA [pauses and then asks]: What will you do?

[Commodus looks back saying nothing, holding his finger to his lips as though to say "Sshhhh".]

[SCENE CHANGE to the cells where the gladiators are. Maximus is taken from his cell to anotherwhere he is chained. The guards leave and out from the dark corner appears Lucilla.]

LUCILLA: Rich matrons pay well to be pleasured by the bravest champions. MAXIMUS [viciously responds] I knew your brother would send assassins. I didn't know hewould send his best. LUCILLA: Maximus, he doesn't know. MAXIMUS: My family was burned and crucified while they were still alive. LUCILLA: I knew nothing about it.MAXIMUS: Don't lie to me!LUCILLA: I wept for them. [Maximus reaches out and quickly grabs her by the throat.]MAXIMUS: As you wept for your father? As you wept for your father? LUCILLA: I have been living in a prison of fear since that day. To be unable to mourn yourfather for fear of your brother. To live in terror every moment of every day, because yourson is heir to the throne. Oh, I have wept. MAXIMUS: My son was innocent. LUCILLA: So is mine. Must my son die too before you can trust me? [Maximus releases hishold on her throat]MAXIMUS: What does it matter if I trust you or not? LUCILLA: The gods have spared you. Today I saw a slave become more powerful than theEmperor of Rome. MAXIMUS: The gods have spared me? I am at their mercy with the power only to amuse amob. LUCILLA: That is power. The mob is Rome. And while Commodus controls them he controlseverything. Listen to me. My brother has enemies, most of all in the senate. But while thepeople follow him, no one would dare stand up to him - until you.MAXIMUS: They oppose him, yet they do nothing.LUCILLA: There are some politicians who have dedicated their lives to Rome. One manabove all. If I can arrange it, will you meet him? MAXIMUS: Do you not understand? I may die in this cell tonight or in the arena tomorrow.I am a slave! What possible difference can I make?LUCILLA: This man wants what you want.MAXIMUS: Then have him kill Commodus!

LUCILLA: : I knew a man once. A noble man. A man of principles, who loved my father andmy father loved him. This man served Rome well. MAXIMUS: That man is gone. Your brother did his work well.LUCILLA: Let me help you. MAXIMUS [lowers his voice in nearly a whisper]: Yes. You can help me. Forget you everknew me. Never come here again. Guard! The lady has finished with me. [Lucilla's eyesslightly tear as she stands helplessly, staring at Maximus.]

[SCENE CHANGE to the gladiator school. Gladiators sit at a table playing a game with a cobrasnake. Maximus, Juba and Hagen sit at a table, together. Juba is eating his bread and beans.]

HAGEN: Maximus, you commanded legions? Had many victories?MAXIMUS: Yes. HAGEN: In Germania? MAXIMUS: In many countries.

[The cook calls out "General" and Maximus goes to him where he is handed a bowl of beans.Maximus returns to the table. Sensing the watchful eye of Juba, he looks up to see Juba shakinghis head "no". Maximus holds back and does not eat the food. Hagen, seeing that Maximus iscautious about the food, takes his own spoon and dips it into Maximus' bowl, placing the spoon inhis mouth. Hagen suddenly begins to gasp and choke, he grabs his throat and then begins tolaugh. Juba and Maximus laugh with relief. Knowing the food to be safe to eat. Maximus returnsto his food but looks up at Juba with a look of doubt...not for that moment but for what liesahead.]

JUBA: You have a great name. He must kill your name before he kills you.

[SCENE CHANGE - at the Colosseum, as the senators are gathering for the upcoming fight .]

FALCO: Senator Gracchus. I don't ever see you enjoying the pleasures of the vulgarcrowd.GRACCHUS: Well. I do not pretend to be a man of the people, Senator. But I do try to be aman for the people.

[Wagons enter the arena tossing bread and fruit at the crowd. Caesar enters the arena,accepting the cheers from the crowd. Atop in the stands, stands Cassius, as he introduces theupcoming fight.]

CASSIUS: People of Rome. On the 4th day of Antioch, we can celebrate the 64th day of thegames. And in his majestic charity, the Emperor has named this day to favour the peopleof Rome with a historical final match. Returning to the Colosseum today after five years inretirement, Caesar, is pleased to bring you the only undefeated champion in Romanhistory, the legendary...Tigris of Gaul!

[Out from the tunnel comes Tigris on his grand chariot, wearing a full headed, silver helmet. Oneof those in the crowd is Cicero, Maximus' servant from the Germania battle. He sits anxiously,wanting to see Maximus.]

[SCENE CHANGE to the bowels of the Colosseum where the gladiators are held as they wait theirturn in the arena. Maximus stands in the tunnel, shadows cast darkly upon him, as he practices,agile as he is, with his sword while awaiting his entrance to the arena. Proximo calls up toMaximus and Maximus calls back.]

PROXIMO: He knows too well how to manipulate a mob.MAXIMUS: Marcus Aurelius had a dream that was Rome, Proximo. This is not it. This is notit! PROXIMO: Marcus Aurelius is dead. We mortals are but shadows and dust, shadows andDust, Maximus.

[Maximus stands ready to enter the arena, the voice of the announcer, Cassius, can be heard,"Representing the training lyceum of Antonius Proximo, Caesar is proud to give you AeliusMaximus." With that, Maximus trots out on the arena floor, shield in one hand, sword in theother. The crowds cheer.]

[Commodus, Lucilla, Lucius and Quintus watch from Caesar's box as Maximus and Tigris areintroduced to the crowd. Maximus plants his sword in the sand and bends down in his ritual way,to collect in his hands a sampling of sand. Cicero is again seen in the stands, this time, slightlysmiling and relieved when he sees the General. At Caesar's box, Lucilla holds back all emotion.]

COMMODUS: They embrace him as one of their own.LUCILLA: The mob is fickle brother. He'll be forgotten in a month.COMMODUS: No, much sooner than that. It has been arranged.

[Back on the arena floor, Tigris turns to Caesar's box, with swords crossed, he bows, "We whoare about to die salute you." Maximus stands by, showing no salute whatsoever. As Maximusgets ready to fight the large doors to the arena are thrown open, surprising Maximus. Fromeach door emerges a team of men, who run into the arena. Each team picks up a chain fromthe sand. Maximus becomes distracted and Tigris kicks sand into Maximus' face and begins thefight. As the fight continues and as Maximus is thrown to the ground, a trap door opens and outjumps a large tiger, pouncing at the fighting gladiators. Maximus is now having to escape theclaws of the tigers as he battles Tigris. In the background can be heard "loose, loose, loose"and "pull, pull, pull" as the handlers coordinate their efforts in handling each of the tigers thatare now on the arena floor growling and charging at Maximus.]

[Maximus manages to disarm Tigris, switching his sword from one hand to the other, Maximusstands ready to finish off Tigris. Suddenly, a fourth tiger jumps out of a trap door and jumps atMaximus. In that split second, Maximus turns and the tiger is speared with his sword. Maximus isthrown to the sand as the large beast lays atop him. Maximus stabs the beast repeatedly, killingit. The crowds cheer wildly. Tigris moves in for an attack. Maximus, on his back with the beaststill on him, manages to grab Tigris' own hatchet and with great force spikes him in the foot.Tigris bends over in pain, blood pouring from the opening of his mask. Maximus stands and kicksTigris over to the ground. He is finished. The crowd cheers "kill, kill, kill". The Emperor is clearlydisappointed that his plan has failed. He stands, arm extended and slowly shows a "thumbdown". Maximus unmasks Tigris and lifts the hatchet, ready to kill Tigris when he suddenlytosses the hatchet aside--in defiance of Commodus but, also, finished with the senseless killing.From the crowd can be heard "Maximus, Maximus the merciful." Commodus displays a hint ofa smile as though to prevent the crowd from truly knowing the hate he feels for Maximus and toguard himself from his failure. Commodus leaves the box.]

[Maximus is about to exit the arena, the Praetorian enter and encircle him as Commodus entersthe arena to boos from the crowd and approaches Maximus.]

COMMODUS: What am I going to do with you, you simply won't...die. Are we so different,you and I? You take life when you have to, as do I. [Exhausted from the fight, Maximusstares at him.]MAXIMUS: I only have one life left to take and then it is done. COMMODUS: Then take it now.

[Maximus turns to walk away....]

COMMODUS: They tell me your son (Maximus slowly turns to him) squealed like a girl whenthey nailed him to the cross.... And your wife, moaned like a whore when they ravagedher again, and again, and again.

MAXIMUS [ exhibiting restraint]: The time for honouring yourself will soon be at an end,Highness.

[Maximus slowly turns away from Commodus, the Praetorian step aside and let Maximus pass.He leaves the arena.]

CROWD: Maximus, Maximus, Maximus....

[SCENE CHANGE to the streets as Maximus is taken by two guards, back to the gladiator school.They pass through the streets adjacent the Colosseum. A large crowd of fans are waiting forhim, chanting his name and waving banners. Amongst the crowd is Cicero, Maximus' servant andfriend. Cicero tries to catch the attention of Maximus, his arm stretched out and his handcarrying a small leather pouch.]

CICERO: General! General!

[At last, Maximus sees him and with joy, calls back "Cicero!" Cicero runs through the crowd,trying to get closer to his master. He manages to get in touch with him, hiding behind aprostitute trying to get Maximus' attention.]

MAXIMUS: Where are you camped?CICERO: Ostia !MAXIMUS: Tell the men I am alive. Find me, find me! [As the guards pull Maximus away fromCicero, Cicero manages to give Maximus the pouch he was carrying. Maximus hides it inside hispalms.]

[Later, in his cell, Maximus opens the leather pouch handed to him by Cicero, inside he finds thetwo figurines of his wife and son. He kisses them tenderly. Juba approaches.]

JUBA: Can they hear you?

[Maximus turns his head towards Juba, his eyes red and moist from the happiness of his reunionwith his family through the figurines and responds to Juba.]

MAXIMUS: Who?JUBA: Your family, in the after life?MAXIMUS: Oh, yes.JUBA: What do you say to them ?MAXIMUS: To my boy, I tell him I will see him again soon, and to keep his heels downwhen he's riding his horse. To my wife...that is not your business.

[They both laugh. Maximus holds tight his belongings, sending a look of victory to Juba. A look ofpeace on his face as he clutches the figurines.]

[SCENE CHANGE - back at the Palace, Commodus, in a child-like pouty fashion, is talking withSenator Falco.]

COMMODUS: And now they love Maximus for his mercy, so I can't kill him or it makes himeven more merciful. The whole thing is like a great...nightmare.FALCO: He is defying you. His every victory is an act of defiance, the mob sees this, andso do the Senate. Every day he lives they grow bolder. Kill him!COMMODUS: No! I will not make a martyr of him.FALCO: I have been told of a certain sea snake which has a very unusual method ofattracting its prey. It will lie at the bottom of the ocean as if wounded, then its enemieswill approach and yet it will lie quite still and then its enemies will take little bites of it andyet it remains still.COMMODUS: So, we will lie still and let our enemies come to us and nibble. ...have everysenator followed.

[SCENE CHANGE - The following day, gladiators are training inside the gladiator school. Maximuswalks through the camp, making his way to a gate where the crowds look in at the gladiators ondisplay. Maximus passes a guard who calls him by name. Maximus nods in recognition of theguard. (Maximus is admired by all, even those who watch guard over him.) Maximus gets to thegate where Cicero is waiting. Placing his hand behind Cicero's head, he says]

MAXIMUS: Cicero my old friend! I thought I had seen you for the last time.CICERO: We thought you were dead!MAXIMUS: Close. How long have the men been in Ostia?CICERO: All winter.MAXIMUS: How do they look?CICERO: Fat and bored.MAXIMUS: Who is in command?CICERO: Some fool from RomeMAXIMUS: How long before they can be ready to fight? CICERO: For you, tomorrow.MAXIMUS: I need you to do something for me.

[SCENE CHANGE -- In the city at the bazaar, as Cicero waits, anxiously looking about the street,a children's play -- CASSIUS IMPERSONATOR: Come! Be seated. If you haven't been in thearena, you can see it from here. Giant Maximus is defeating our Emperor Commodus.What are we do to? The crowd laughs and cheers.]

[Suddenly, Cicero eyes Lucilla as she is carried on her litter through the crowd. He runs to meetthem. ]

CICERO: M'lady! I served your father at Vindebona!GUARD: Back!

CICERO: M'lady, I served your father at Vindebona.GUARD: Back!CICERO: And I served the General Maximus. I serve him still!LUCILLA [to her escort]: Stop! Stop! Stand back!

CICERO kneeling beside her, whispering]: The General sends word, he will meet yourpolitician.LUCILLA [gives him two golden coins]: For your loyalty, soldier.

CICERO: Thank you M'lady.

[SCENE CHANGE - Gladiator cells. Maximus has been brought to a central room by Proximo.]

LUCILLA: Leave us. Senator Gracchus. GRACCHUS: [enters the room]: General. I hope my coming here today is enough evidencethat you can trust me.]MAXIMUS: The Senate is with you? GRACCHUS: The senate? Yes I can speak for them. MAXIMUS: You can buy my freedom and smuggle me out of Rome?GRACCHUS: To what end?MAXIMUS: Get me outside the city. Have fresh horses ready to take me to Ostia. My armyis in camp there. By nightfall of the second day I shall return at the head of 5,000 men. LUCILLA: But the legion is under new commanders, Loyal to Commodus. MAXIMUS: When my men see me alive you shall see where their loyalties lies. GRACCHUS: This is madness. No army has entered Rome for 100 years. I will not tradeone dictatorship for another. MAXIMUS: Time for half measures and talk is over. Senator. ... GRACCHUS: So, after your glorious coup, you will take your 5,000 warriors and leave? MAXIMUS: I will leave. The soldiers will stay for your protection, under the command ofthe senate. GRACCHUS: So, once all of Rome is yours, you'll just give it back to the people. Tell mewhy? MAXIMUS [he turns to Lucilla] : Because that was the last wish of a dying man. [He turnsback to Gracchus.] I will kill Commodus, the fate of Rome, I leave to you. GRACCHUS: Marcus Aurelius trusted you. His daughter trusts you. I will trust you. But wehave little time. Give me two days and I will buy your freedom. And you, you stay alive.Or I will be dead. Now I must go.

[SCENE CHANGE to Proximo's quarters where Maximus is speaking with him...]

PROXIMO: This won't work. The emperor knows too much. And as for me, it's becomingdangerous. [A soldier is seen outside, attempting to overhear their talk.]MAXIMUS: You will be paid on my return. I give you my word.PROXIMO: Your word! What if you don't return?MAXIMUS: Do you remember what it was to have trust, Proximo? PROXIMO: Who am I to trust? MAXIMUS: I will kill Commodus. PROXIMO: Why do I want that. He makes me rich. I know, Maximus, that you are a man ofyour word, General. I know that you would die for honour. You would die for Rome. Youwould die for the memory of your ancestors. But I, I am an entertainer. Guard! [Maximusbegins to leave and turns back to say...] He killed the man who set you free.

[SCENE CHANGE - Senator Gracchus is seen at his home feeding chickens and ducks. A servant isnear and calls out "Praetorian" as he sees their approach.]

[SCENE CHANGE - Lucilla walks into the Palace and finds Commodus. She attempts to leave buthe stops her.]

COMMODUS: Where have you been? I sent for you.LUCILLA: Please, brother. What troubles you?

COMMODUS: Does Gracchus have a new lover?LUCILLA: I don't know.

COMMODUS: I thought you had seen him. He infects everyone like a putrid fever. For thehealth of Rome, the Senate must be bled and he will be bled too, very soon.

LUCILLA: But not tonight.COMMODUS: Do you remember what our father once said? It's a dream, a frightfuldream...life is. Do you think that is true?LUCILLA: I don't know.COMMODUS: I think it is. And I have only you to share it with. [Lucilla comes closer, tocomfort him. Commodus lays his head against her shoulder. He leans her back and lays her onthe bed. With terror in her eyes, she lays still, fearful of what might happen. Commodus gentlyputs his finger to her mouth and tells her "open your mouth". Hesitantly she opens her mouthslightly as he places his finger to her lips and then to his. He presses his head to her shoulderand says "you know I love you." She replies, "and I love you." She lays still, fearful of whatmay occur but Commodus soon lays his head down and falls asleep. Lucilla gently and quietlygets up and leaves.]

[SCENE CHANGE - back at Proximo's as he brings Lucilla to Maximus' cell. "Congratulations,General. You have very persuasive friends", Proximo calls to Maximus. Proximo barks ordersto the other gladiators to leave. They look to Maximus for approval and he gives it to them witha nod of the head.] LUCILLA: My brother has had Gracchus arrested. We dared not wait any longer. You mustleave tonight. Proximo will come at midnight and take you to the gate. Your servantCicero will be waiting with horses. MAXIMUS: You have done all this?LUCILLA: Yes.MAXIMUS: You risk too much. LUCILLA: I have much to pay for.MAXIMUS: You have nothing to pay for. You love your son. You are strong for him. LUCILLA: I am tired of being strong. My brother hates all the world. You, most of all. MAXIMUS: Because your father chose me. LUCILLA: No, because my father loved you. And because I loved you. MAXIMUS: A long time ago. [Maximus tenderly takes her hand and kisses it.] LUCILLA: Was I very different then? MAXIMUS (gently stroking her face): You laughed more. LUCILLA: I have felt alone all my life, except with you. I must go.MAXIMUS: Yes. [They exchange a long tender kiss.]

[SCENE CHANGE - Lucius playing swords with the tall African servants, "there, there, and there,and I've got you," proclaims Lucius. Commodus is awakened from his sleep, goes to Lucius andtakes one of the wooden swords from the servant. He begins to play swords with Lucius.]

COMMODUS: Isn't it late to be playing legionnaire?LUCIUS: I am not a legionnaire.COMMODUS: Not a legionnaire?LUCIUS: I am a gladiator.COMMODUS: A gladiator? Gladiators only fight in the games. Wouldn't you prefer to be abrave Roman warrior like Julius Caesar? LUCIUS: I am Maximus, the savior of Rome. [ Commodus kneels in front of Lucius. His woodensword slipping on the marble floor.]COMMODUS: The savior of Rome. And who said that? [Lucius whispers in his ear. Commodusholds him tighter and tighter as he hears.]

[SCENE CHANGE - Lucilla returns to the palace and asks her servant where Lucius is. She replies,"He's with the Emperor, M'lady." She quickly leaves in search of Lucius. She walks toCommodus' room and as she approaches, she can hear Commodus talking with Lucius. Lucillaslows down to listen and then quickly walks to join them as she hears them talk.

LUCIUS: ...she couldn't have.COMMODUS: Yes, she did. She took it from a basket, pressed it to her breast, right here

above the heart. hissss LUCIUS: And it bit her?!COMMODUS: Yes. Sometimes royal ladies behave very strangely and do very odd thingsin the name of love.

LUCIUS: I think it's silly. COMMODUS: So do I, so do I.

[Commodus sees Lucilla enter the room.]

COMMODUS: Sister...join us. I've been reading to dear Lucius. LUCIUS: I've been reading, too. COMMODUS: Yes, he's a very clever little boy. He'll make a grand Emperor one day.

[Lucilla looks astonished.]

COMMODUS: We've been reading about the great Marc Anthony and his adventures inEgypt. LUCIUS: And the Queen killed herself with a snake! COMMODUS [to Lucius]: And just wait until you hear what happened to some of our otherancestors! If you're very good, tomorrow night I'll tell you the story of Emperor Claudius.He was betrayed, by those closest to him... by his own blood ... they whispered in darkcorners and went out late at night and conspired and conspired... [Lucilla is getting frightened, nearly in tears.]COMMODUS: But the Emperor knew they were up to something. He knew they were busylittle bees. And one night he sat down with one of them and he looked at her and he said,"Tell me what you have been doing, busy little bee, or I shall strike down those dearest toyou. You shall watch as I bathe in their blood." And the emperor was heartbroken. Thelittle bee had wounded him more deeply than anyone had ever done. And what do youthink happened then, Lucius? LUCIUS: I don't know Uncle. COMMODUS [looking at Lucilla]: The little bee told him everything. [Tears of fear slowly roll down Lucilla's face.]

[Back at the gladiator school...Maximus begins to collect his things, placing the figurines of hiswife and son into their leather pouch and slipping his ring on his finger. Outside, Praetorianguards are seen as they approach. Meanwhile, assassins are releasing a red coral snake into thebed of Senator Gaius as he and his wife sleep. The Praetorian at Proximo's quarters call out,"Open in the name of the Emperor. Open the gates, Proximo. Open the gates. Do youwant to die, old man?"PROXIMO [ to Maximus]: Here. Everything is prepared. It seems that you have won yourfreedom. [Proximo hands Maximus the ring of keys for his get away.]

MAXIMUS: Proximo, are you in danger of becoming a good man. PROXIMO: Hahh! MAXIMUS: Juba. [as Maximus hands him the ring of keys to the cells.]

[Outside the guards continue calling out, "All enemies of the Emperor die!" ]

[The men gather around Maximus to listen to his orders.]

MAXIMUS: I only need moments so you need not be careless with your lives. If you don'twant to be any part of this go back to your cells. HAGEN: We will wait here for you, Maximus. Strength and Honour.

[Maximus walks over to Juba and says "Strength and Honour" as the two friends touchforeheads. Maximus begins tomake his get away as the gladiators battle with the Roman guards.

The gladiators fight bravely. Hagen is killed. In Proximo's quarters, he is killed by the Praetorianas he holds his Rudius and says "shadows and dust". Maximus makes his way through thetunnel to the outside. Along the way, he finds his armour and sword and puts them on. Onceoutside, he sees a rider standing still. He whistles and the rider, Cicero, recognizes the whistleand calls out his name. At that moment, his horse bolts and Cicero is hanged by the rope aroundhis neck. Maximus runs to him and lifts him. Cicero says, "I'm sorry". The Praetorian shootarrows and kill Cicero. Maximus is surrounded by the Praetorian as Maximus cries out ananguished growl "No!" ]

[SCENE CHANGE - back at the palace. Senator Falco approaches Commodus and says, "It isdone." Commodus has been looking out over the city of Rome. He slowly turns to Falco.] COMMODUS: And what of my nephew and what of his mother? Shall they share her lover'sfate or should I be merciful? Commodus the merciful. Lucius will stay with me now and ifhis mother so much as looks at me in a manner that displeases me, he will die. And if shedecides to be noble and take her own life, he will die. And, as for you, [looking at Lucilla]you will love me as I have loved you. You will provide me with an heir of pure blood sothat Commodus and his progeny will rule for 1,000 years. Am I not merciful? [He gets closeto her face and tries to kiss her but Lucilla turns away. Commodus grabs her by the jaw andturns her face towards him screaming] AM I NOT MERCIFUL? [Tears slowly come down Lucilla'sface.]

[SCENE CHANGE - at the Colosseum. The crowd chants "Maximus, Maximus, Maximus" Thepetals of red flowers float in the air onto the sands of the arena floor.... Below, Maximus ischained. Commodus goes to Maximus. The other prisoners (Gracchus, Juba) are watching as heenters. Commodus, dressed in his white leather armour, walks up to the chained Maximus who isbruised and weary.]

COMMODUS: Maximus. Maximus. Maximus. They call for you. The general who became aslave. The slave who became a gladiator. The gladiator who defied an emperor. A strikingstory. Now the people want to know how the story ends. Only a famous death will do.What could be more glorious than to challenge the emperor himself in the great arena. MAXIMUS: You would fight me? COMMODUS: Why not? Do you think I am afraid? MAXIMUS: I think you have been afraid all your life. COMMODUS: Unlike Maximus the invincible, who knows no fear? MAXIMUS [ laughing]: I knew a man once who said, death smiles at us all. All that man cando is smile back. COMMODUS: I wonder. Did your friend smile at his own death? MAXIMUS: You must know. He was your father. COMMODUS: You loved my father, I know. But so did I. That makes us brothers, doesn'tit? Smile for me now brother. Commodus embraces Maximus and with one fierce thrust, stabshim with his knife, kissing him on the neck. COMMODUS [to Quintus]: Strap on his armour. Conceal the wound.

[SCENE CHANGE - the trap door to the arena opens as the lift rises, encircled with the Praetorianas they stand behind their black shields. In the middle, the white clad Commodus, gazingupwardly, basking in the sun and the wounded, dying Maximus stand. All the while, Quintusstaring at Maximus. As they reach the arena, the Praetorian take their place at the perimeter ofthe arena. Maximus stumbles to the center, slowly stooping to pick up a handful of sand, with awatchful eye on Quintus. Maximus rubs the sand in his hands and reaches for his sword butQuintus tosses it aside, and out of reach. Maximus painfully moves to where the sword has beentossed and picks it up, immediately swinging at Commodus. The two do battle. Maximus roars ashe attacks Commodus. Commodus manages to cut Maximus' leg. Although wounded, Maximuscuts Commodus' arm causing him to drop his sword.]

[Maximus begins to drift into the after life and as he sees the gate to his home, the sword dropsfrom his hand. Meanwhile, Commodus is calling Quintus for his sword but Quintus does not

comply. Commodus then turns to the Praetorian, calling out "sword". The guards begin to pull

their swords when Quintus quickly tells them to "sheath your swords" and they quickly comply.As Commodus reaches for his hidden dagger, Maximus quickly returns to this life and, unarmedbut for his strength and determination, does battle with Commodus, turning Commodus' knifeagainst him. Commodus tries relentlessly to fight Maximus off but Maximus slowly plunges theknife into Commodus' throat, further and further until it can go no further. Commodus falls tothe ground. The fight over, Maximus begins to drift as he reaches out his bloodied hand, to pushopen the gate that leads to his home. Peace, once again, overcomes Maximus when Quintuscalls to him. "Maximus, Maximus." Maximus regains consciousness.]

MAXIMUS: Quintus, free my men. Senator Gracchus is to be reinstated. There was once adream that was Rome, it shall be realized. These are the wishes of Marcus Aurelius.[QUINTUS calls out to the guards, "Free the prisoners, ...go!" ]

Maximus stands, unsteady, as the vision of the wheat field once again comes to him, his wifeand son waiting for him. Suddenly he falls hard like a tree, to the ground. Lucilla runs into thearena, dropping to her knees at his side and calling to him "Maximus!" Maximus gazes up andtells her, "Lucius is safe." Lucilla looks at him adoringly and responds, "Go to them", freeinghim. With her hand, she closes his eyes, his face calm and at peace as he leaves this world.Lucilla adds, "you are home." Grieving, with one hand to her brow and the other over herheart, she regains her presence, stands and turns to Senator Gracchus and the crowd.]

LUCILLA: Is Rome worth one good man's life? We believed it once. Make us believe itagain. He was a soldier of Rome. Honour him. GRACCHUS: Who will help me carry hi