Gladiator (2000) movie script by David Franzoni, revised by John Logan. Transcript.

More info about this movie on IMDb.com Quick Links Opening scene Lucilla 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' execution Arrival in Zucchabar Proximo's school for gladiators Maximus' first fight as a gladiator Emperor Commodus enters Rome At the senate Lucilla & Commodus discuss the Senate Gaius & 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 Cicero Juba: "Can they hear you"? "And now they love Maximus for his mercy" "Fat and bored" Cicero & Lucilla Gracchus & Maximus Proximo & Maximus Commodus: "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 & Commodus Final battle "There was once a dream that was Rome" "Now we are free" GLADIATOR - The Movie ***************************************** AT THE HEIGHT OF ITS POWER, THE ROMAN EMPIRE WAS VAST, STRETCHING FROM THE DESER

TS OF AFRICA TO THE BORDERS OF NORTHERN ENGLAND. OVER ONE QUARTER OF THE WORLD'S POPULATION LIVED AND DIED UNDER THE RULE OF THE CAESARS. IN THE WINTER OF 180 A.D. EMPEROR MARCUS AURELIUS' TWELVE-YEAR CAMPAIGN AGAINST THE BARBARIAN TRIBES IN GERMANIA WAS DRAWING TO AN END. ONE FINAL STRONGHOLD STANDS IN THE WAY OF ROMAN VICTORY AND THE PROMISE OF PEACE THROUGHOUT THE EMPIRE. * * * * * * * * OPENING SCENE - Close up - a rough weathered hand lightly brushes the tops of wh eat as the man walks through the tall wheat towards a woman (his wife) and child (his son). In the background can be heard the faint laughter of a child. The ma n dressed in Roman soldier uniform, is General Maximus. He quickly leaves this p leasant vision to return to Germania where the armour-suited General stands amid st the mud and burned forest, cloaked in a fur cape that protects him from the c old winter air. The General contemplates the battle that is to take place. Turni ng to join the troops, a small Robin catches his eye as it sits on a bare twig a nd then flies away. The General Maximus smiles, watching as though a remembrance of his life as a farmer when life was peaceful and innocent, but he is quickly brought back to the reality of the 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 li ning up for battle. Maximus walks along the ranks of the army. The soldiers rise as he approaches, looking at him with great respect and admiration. At the top of the hill, overlooking the battle field, sits Caesar Marcus Aurelius atop his horse, surrounded by the Roman Praetorian guards. Back on the battle field, Maxi mus 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" (yo u are dogs!). A horse 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 com es to the forefront 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 th e 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 s mell. He looks to the side and sees his WOLF OF ROME eagerly watching him. They steady their gaze as though communicating with each other. Maximus rises and mou nts his horse, turning to Quintus and Valerius.] 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 th e 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 clos ely at his side. Maximus stops and addresses the men....] MAXIMUS: Fratres..., three weeks from now I will be harvesting my crops, imagine where you will be and it will be so. Hold the lines, stay with me. If you find yourself alone riding in green fields with the sun on your face, do not be troub led, for you are in Elysium and you're already dead!!!. [The men laugh.] Brother s, what we do in life echoes in eternity. [Barely seen, a soldier hands Maximus his helmet. Maximus turns to an archer and nods, giving the signal to "unleash hell" and a flaming arrow is shot through t he sky. Back on the battlefield, the flaming arrow is witnessed and all hell bre aks 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 Maximus leads the thundering cavalry down through the trees, shouts can be h eard from Maximus and his men....] 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. Max imus' wolf leaps through a wall of flames. The cavalry reaches the Germans. Swor ds are flying as they attack each other. Maximus charges at a barbarian, slicing his head off as his sword becomes impaled in a tree. Maximus' horse is felled w hen a barbarian thrusts a lance in its path causing Maximus to fall hard, into t

he mud, amongst the soldiers. Maximus looks stunned, but as a German attacks him with his axe, Maximus parries each thrust before lashing out and cutting the Ge rman's legs from under him. The German collapses. Another German charges Maximus , who is still on the ground. Maximus manages to slide past the oncoming sword t hrust. He punches the soldier, than stabs him. He climbs to his feet, still stab bing at the wounded German. Maximus starts running, but collides with another le gionary. Maximus turns towards the startled legionary, who can only stand there agape as Maximus raises his sword in a feral scream. Maximus recognizes the legi onary as one of his own men, and gives him a fierce smile.] [Scene cuts to the barbarian warlord -- barbarian warlord finishes off a legiona ry, but before he has time to recover, another legionary rushes and stabs him in the side. The barbarian stumbles, but does not fall. Another soldier strikes hi m from the other side, but he still does not fall. Finally, a soldier strikes hi m from behind, a vicious thrust from above into his neck. Scene cuts to a centur ion who falls from his horse, then back to Maximus. Maximus punches a German twi ce, before slashing him across the chest with his sword. Maximus hears another G erman's scream coming from behind. Startled, he turns to see a barbarian, whose clothes and chain mail are aflame, charging towards him with an axe. Maximus par ries the first swing, but goes down. As the barbarian raises his axe for the fin al swing, a charging cavalryman rushes by with a timely swing of his sword, and the barbarian falls, saving Maximus from death. Another barbarian sees Maximus a nd charges, but only to be stopped in midswing by the WOLF OF ROME, who leaps at him, biting his hand and fending him off of Maximus. It is a chaotic scene of s oldiers running around, wrestling with each other. We hear the wolf's growls in the background. We see Maximus and other soldiers stabbing, fighting feverishly. Wide cut to a scene with dozens of soldiers fighting, with two standards of the Felix Legion thrust into the ground. We see one particular scene where a legion ary kneels after stabbing a German, but himself falls as a German swings a sword at him. Cuts back to Maximus stabbing a soldier, then looking around, breathles s, but looking for more enemies.] [We see a scene where a cavalryman falls from his horse, dead, and unhelmed. Ano ther scene with a legionary, crying. Maximus and another legionary gathering the mselves between the standards. The battle is over, with legionaries wandering, s laying wounded Germans. Maximus raises his sword, crying out, "Roma Victa!" Othe r legionaries raise their swords and cheer. Maximus stands amongst the dead and wounded, the remaining Roman soldiers at his side as he raises his sword and, ex hausted, 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 re lief of the victory.] [Scene change - roadway, guarded armoured wagon is slowly moving along. In it, C ommodus and 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 is hurting my head. COMMODUS: He's made his decision, he's going to announce it! He will name me.... The first thing I shall do...when...is honour him with games worthy of his maje sty. 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 - Your Highness. 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 stil l coming in. [Commodus calls to the guard - "My horse!" Commodus mounts his horse, looks back at Lucilla and hesitantly asks - "kiss?" to which she kisses her hand and tosse s her hand his way.] [Scene change back to the battle field. Maximus has found his sword impaled in t he tree during battle. He removes the sword and as he turns, Marcus walks up ami dst the soldiers as they stand and bow in his honour. Marcus walks to Maximus.] MARCUS: You have proved your valour yet again, Maximus. Let us hope, for the las t time. MAXIMUS: There is no one left to fight, Sire. MARCUS: There is always someone left to fight, Maximus. Tell me, how can I rewar d Rome's greatest General? [The battle weary Maximus, face splattered with the blood of his enemy, body dra ined from the exertion 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 who are 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 l oader. In the distant, Commodus and his guards atop their horses, witnesses Maxi mus with his father, hears the cheers and quickly races down to them.] COMMODUS: [Quickly dismounting his horse, he approaches Marcus.] Have I missed i t. Have I missed the battle? MARCUS: You have missed the war. COMMODUS: Father, congratulations. I shall sacrifice 100 bulls to honour your tr iumph. 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 old friend. 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 loo ks at Maximus with envy and scorn. Marcus gets on his horse and Maximus quickly hands his sword to Quintus 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 a ir. Maximus enters, 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 Commod us within. He then moves toward Quintus....] 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 sa ying Republic! Republic! GAIUS: Well, Rome WAS founded as a Republic. COMMODUS: Yes and in a republic, the senate has the power. But Senator Gaius is not influenced 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 a nd they leave the Senators. Commodus continues his conversation with Maximus.] I'm going to need good 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, t he orders are obeyed, and the battle is won. But these senators, they scheme and squabble and flatter and deceive. Maximus we must save Rome from the politician s. [Glancing over to where Marcus is and back to Maximus.] Can I count on you, w hen the time comes? MAXIMUS: [Following Commodus' glance, he looks over at Marcus and back to Commod us.] 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 ma y call on you before long. Lucilla is here - did you know? [A look of concern ov er Commodus' remarks about future service, followed with surprise about Lucilla overcome Maximus as Commodus continues....] She has not forgotten you. And now y ou are the great man. [SCENE CHANGE - Lucilla and her maid are seen peering out from the tent to where Commodus and Maximus talk. Eyeing Maximus, Lucilla murmurs Maximus. Marcus ente rs the tent and they quickly 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. [A contemplative pause by Marcus and he continues as they walk arm in arm....] Enough of politics. Let us pretend that you are a loving daughter and I a good f ather. LUCILLA: This is a pleasant fiction, isn't it?

[SCENE CHANGE - camp, fire pits warm the air, light snow falls, Maximus walks, g reeting and congratulating the men as they rest, eat, and sharpen their swords. Maximus approaches his horse stroking its head and his attention is caught by th e sound of swords clashing amongst the trees. He sees Commodus and his guards, s hirtless, as they exercise sword maneuvers in the cold. 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 old Marcus.] 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 world which I created. For 25 years, I have conquered, spilt blood, expanded the empi re. Since I became Caesar I have known four years without war - four years of pe ace in 20. And for what? 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, t ogether now. Very simply, as men. Well, Maximus, talk. MAXIMUS: 5,000 of my men are out there in the freezing mud. 3,000 are cleaved an d bloodied. 2,000 will never leave this place. I will not believe they fought an d died for nothing. 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 d ark. Rome is the light. MARCUS: Yet you have never been there. You have not seen what it has become. I a m dying, Maximus. When a man sees his end he wants to know that there has been s ome purpose to his life. How will the world speak my name in years to come? Will I be known as the philosopher, the warrior, the tyrant. Or will I be remembered as the Emperor who gave Rome back her true self? There was once a dream that wa s Rome, you could only whisper it. Anything more than a whisper and it would van ish. It was so fragile and I fear that it will not survive the winter. Maximus, let us whisper now. Together, you and I. You have a son? [Maximus nods. ] Tell me about your home. [Maximus looks a bit surprised at the invitation to hear of his home, but eagerl y and proudly describes it -- a peaceful happiness overcome him as he speaks.] MAXIMUS: My house is in the hills above Trujillo. Very simple place, pink stones that warm in the sun. Kitchen garden that smells of herbs in the day, jasmine i n the evening. Through the gate is a giant poplar. Figs, apples, pears. The soil , Marcus, black ...black like my wife's hair. Grapes on the south slopes, olives on the north. Wild ponies play near the house, they tease my son. He wants to b e 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 nod s yes and 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 y

ou, to one end alone, to give power back to the people of Rome and end the corru ption that has crippled it. [Shock and bewilderment overcome Maximus. He tries t o keep from displaying these feelings. Hearing no response, Marcus continues.] W ill you accept this great honour that I have offered? MAXIMUS: With all my heart, no. MARCUS: [Tenderly holding Maximus' head with both hands]: Maximus, that is why i t must be you. MAXIMUS: But surely a prefect, a senator, somebody who knows the city, who under stands 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. C ommodus cannot rule. He must not rule. You are the son that I should have had. C ommodus will accept my decision. He knows that you command the loyalty of the ar my. MAXIMUS [Nearly speechless]: I need some time, Sire. MARCUS: Yes. By sunset, I hope, you will have agreed. Now embrace me as my son a nd bring an old man another blanket. [SCENE CHANGE - As Maximus leaves Marcus' tent he hesitates outside, with a trou bled look upon his face. Lucilla steps out from the adjacent tent. She appears t o 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. L et me see 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 never good 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 you think me heartless? MAXIMUS: I think you have a talent for survival. [Again, he turns to leave. Luci lla 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 you serve 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 of his family] I thank you for your prayers. [Maximus leaves Lucilla as s he stands alone, looking after him.] [SCENE CHANGE - Maximus returns to his tent where he prays as he kneels in front of the icons of his Ancestors and family.]

MAXIMUS: Ancestors, I ask you for your guidance. Blessed Mother, come to me with the Gods' desire for my future. Blessed Father, watch over my wife and my son w ith a ready sword. Whisper to them that I live only to hold them again. Ancestor s, I honour you and will try to live with the dignity you have taught me. [Maxim us tenderly and longingly kisses the figurine of his wife, stands and moves to s it 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 f ather, he reaches 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 read y to rule once 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, justic e, fortitude, and temperance. As I read the list I knew I had none of them. But I have other virtues, Father -- ambition, that can be a virtue when it drives us to excel; resourcefulness; courage, perhaps not on the battle field but there a re many forms of courage; devotion, to my family, to you. But none of my virtues were on your list. Even then 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 s earched the faces of the gods for ways to please you, to make you proud.... One kind word, one full hug while you pressed me to your chest and held me tight, wo uld have been like the sun on my heart for a thousand years.... What is it in me you hate so much? All I ever wanted was to live up to you, Caesar, Father. MARCUS: Commodus, [he kneels in front of his son] your faults as a son, is my fa ilure as a father. [He stretches his arms out to Commodus, seeking forgiveness. Commodus slowly embraces him, together they weep] COMMODUS: Father, I would have butchered the whole world if you would have only loved me!!! [Marcus still kneeling, Commodus presses his father tightly against his body, sm othering him, as Marcus struggles to be free, but fails. All the while, Commodus cries and moans in pain, as though a child.] [SCENE CHANGE - Maximus is sleeping on his cot and Quintus quietly enters to wak e him. Maximus quickly brandishes a knife, smiling with a hint of embarrassment when he sees it is Quintus.] 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 and there 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 hand to 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 offe r it once. [Maximus turns away from Marcus, looks at Lucilla as she sits in the corner, eye s moist with grief. Maximus, in disbelief, ignores Commodus, walks past him and out of the tent, calling to Quintus. Commodus turns to Quintus who looks back wi th a pained acknowledgment of orders that have already been given. Lucilla steps out from the corner, turns to Commodus, looks into his eyes, and slaps him, the n picks up his hand and kisses it.] LUCILLA: Hail Caesar. [SCENE CHANGE - Maximus' tent as he rushes in, buckling his armour as Cicero ass ists him. Maximus hurriedly calling out orders.... "Wake the senators. Gaius and Falco. I must have their counsel. Sword!" Before Cicero can hand Maximus his sw ord, Quintus enters.] QUINTUS: MAXIMUS: QUINTUS: MAXIMUS: QUINTUS: re him.] Maximus, please be careful, that was not prudent. Prudent! The Emperor has been slain. The Emperor died of natural causes. Quintus, why are you armed? Guards! [The guards quickly enter, spinning Maximus around as they secu 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. Quintus turns 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 wi th a sword.] [SCENE CHANGE - to where Maximus is about to be executed. The guard tells Maximu s to "kneel". As the assassins position themselves, Maximus prays within "Blesse d Father watch over my wife and son whisper to them that I live only to hold the m again." Then Maximus asks the chief guard, "At least give me a clean death - a soldier's death." The chief guard nods yes and the assassin changes position be hind Maximus. As the assassin raises his sword, with speed, Maximus successfully disarms the guard about to kill him, grabbing the sword with his hands, he fata lly stabs him and then turns to the chief guard who can't remove his sword from his sheath....] MAXIMUS: The frost. Sometimes it makes the blade stick. [Maximus then swings the sword at the guard, cutting him across the face and killing him. Another guard, on horse, moves forward and you can hear the swishing sound of the sword as it comes spinning through the air and strikes the guard dead. Maximus turns to the remaining guard who is on horse, drinking from a bottle of whiskey to warm himse lf from the cold. Maximus calls to him. "Praetorian!" The Praetorian turns to se e Maximus standing with a sword, tosses down the bottle and runs at him but Maxi mus swings his sword as the Praetorian passes. The Praetorian falls from his hor se, 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 his wound. His mind races with thoughts of his family and of what Marcu s earlier asked him.... "When was the last time you were home, 2 years, 264 days and this morning. Blessed father, watch over them with a ready sword, whisper t o them that I live only to hold them again. For all else is dust and air, whispe r that I live only to hold them again, for all else is dust and air."] [SCENE CHANGE - As Maximus continues his journey home on horseback, Maximus has a vision of his home - wheat fields, his son playing with a white pony and his w ife watches. Suddenly, the vision changes to one of harm, of the Praetorian ridi ng towards his home, and as they arrive, trampling his son as his wife looks on helplessly. Maximus regains full consciousness and races to reach his family. Th e wound on his arm, bleeding profusely. His horse sweaty, breathing loudly and e xhausted, strains under the run. As he nears his home black smoke of fires over his home can 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. Maximus struggles to stand and stumbles the remainder of the way to his home. As he nears the home, he views bodies burnt, everything destroy ed, fields smoking. In the distant, he sees two bodies hanging overhead. As he a pproaches he can identify the bodies to be of his wife and son. He falls to his knees, crying in disbelief and anguish. He manages to stand up and comes closer, tenderly touching his wife's feet, caressing them as though to comfort her. He falls to the ground and passes out from the grief. [A Bedouin troupe come across the scene and find Maximus' body, lying on top of the two graves of his wife and son. They are heard to say, "Hada mish huy?" (Thi s one's not alive?) ... "Ma adri" (I don't know.) ... "Huy!" (He's alive!) ... " kalbash'hu'" (shackle him) ... "Hada mish huy" (this one is still alive).] [ The Bedouin whisk him away. Maximus finds himself on a wagon. He is slipping i n and out of consciousness and into the after life. A sound startles him and he comes back to life. He is dazed and hallucinating. Scenes of him chained and sce nes of the figurines of his wife and son quickly flash across his mind. The soft voice of a Numidian slave (later to be known as Juba), is heard "you will meet them again, but not yet." Maximus looks at his wound which is infested with magg ots. He begins to remove them and Juba says, "No, they will clean it. Wait and s ee." The caravan carrying the slaves winds it way through the vast desert. Juba, watching over the new slave, cautions him, "Don't die. They will feed you to th e lions. The lions are worth 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 looks startled, and in pain.] PROXIMO: Those giraffes you ng, not mating. You sold me SLAVE TRADER: Not a chance. ou special price for you! PROXIMO: On what? SLAVE TRADER: Have you seen sold me, they won't mate. They just walk around eati queer giraffes. I want my money back. [He grunts as Proximo squeezes tighter.] I'll give y my new stock? Come and see them.

[Proximo looks back and releases him with one final squeeze. Together they walk towards the market 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 thi nk. PROXIMO: [to the Numidian slave] Get up! [Proximo examines him, slapping his bod y to check his 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 trade r quickly and 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 gashe d arm alongside 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 o ld friend. [SCENE CHANGE - Proximo's slaves carry him on sedan. Proximo impatiently orderin g them to hurry.] 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 an d disease, Proximo addresses the slaves. As this takes place, a lion is seen in a cage as he is being fed human parts, while vultures tear at the remains of a p ile of corpses. Other slaves are exercising their skills 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 wil l be the last of your miserable lives, than the bitch of a mother that brought y ou screaming into this world. I did not pay good money for you for your company, I paid it so that I could profit from your death and as your mother was there a t your beginning, so I shall be there at your end. And when you die, and die you shall, your transition shall be to the sound of [applauding] ...Gladiators, I s alute you. [SCENE CHANGE - Training at Proximo's camp as each slave goes up for a test of s kill. Proximo can be heard calling out "Yellow" ... "Red".] [The next fighter is Juba who picks up the wooden sword given to them for their testing and fiercely 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 swor d to the ground in--Maximus refuses to fight. With Proximo's approval, Hagen sla ms his sword into Maximus' stomach causing Maximus to collapse, but he stands ba ck up in defiance. Hagen hits him a second time and Maximus falls to the ground. Proximo stops Hagen as he is about to make the third blow, calling out "That is enough for the moment. His time will come." Maximus looks at Hagen with a sligh t 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 Jub a, as he continues to scrape the Legion Mark (SPQR) from his arm with a sharp st one. The pain of his efforts 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 his flesh.] [SCENE CHANGE - The slaves, shackled together to a pole, walk through the market place where dyed red yarn hangs overhead, dripping onto them as they make their way to the arena. A white bull is seen with red dye poured along his back. Prox imo walk under a large umbrella, to protect him from the dripping dye.] HAGEN [to Maximus] : The gods favour you. Red is the gods' colour. You will need their help today. [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 him money) 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 t hey are out there. Thrust this into another man's flesh" demonstrating with a sw ord "and they will applaud and love you for that. You may begin to love them for that." He slams the blade into the table. "Ultimately, we're all dead men, sadl y we cannot choose how, BUT we can decide how we meet that end in order 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 - red with yellow. Maximus is paired with Juba. Ha gen is paired with a frail and frightened slave. Standing in the gateway before they enter the arena, the frightened slave in front of Maximus loses control fro m fear and relieves himself down his leg. Maximus views this and steps back. Hag en 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) r uns face first into the morning star which is swung by one of the armoured oppon ents. Blood splatters everywhere. The fighters pan out and everyone runs into th e arena. Proximo runs to the edge of the arena to look down onto his fighters--s izing them up for skill. Juba starts to follow an opponent but Maximus quickly t akes control of the fight, pulling Juba back. Meanwhile, Hagen is with the frigh tened slave who is screaming in fear and crouching down while Hagen fights. Then the opponent thrusts his sword into the frightened slave, who falls down dead. Hagen, needing to be free from the corpse, cuts away the chained hand and uses i t to swing as a weapon.] [As the fights continue, Hagen lifts and plants another opponent on the horns wh ich adorn the arena. Maximus fights with his shield, Juba with a sword. When the final opponent is reached, Juba, is standing behind Maximus with his hand on Ma ximus' shoulder. The muscular opponent, heavily masked and carrying a trident, s tands fiercely against Maximus and Juba. Maximus turns the trident back into the opponent and together, Maximus and Juba spear him in the gut. The opponent with draws the trident from his own body and goes back on the attack. Maximus and Jub a, working as one, run at the opponent, using the chain that joins them, to cut him at the throat, knocking him to the ground. Maximus, Juba and Hagen, and the

remaining slaves, stand exhausted in the arena while the crowd roars.] [SCENE CHANGE - grand view of Rome as seen from the steps of the Senate. The Rom an troops have formed along the streets, people are cheering (yet there is a sma ll faction seen angrily yelling in dispute). The senators stand at the steps of the Senate, waiting, Lucius at their side, as the new Caesar and Lucilla enter o n 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 to o 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 Gracc hus is speaking while Commodus, seemingly bored and gaining impatient, sits, twi rling the tip of his sword on the marbled floor.] GRACCHUS: Caesar, the Senate has prepared a series of protocol to address the ma ny problems in the city, beginning with basic sanitation for the Greek quarter t o combat the plague 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 father spent all his time at study, reading books, learning his philosophy. He spent all his twilight hours 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 t he people. COMMODUS: I doubt if many people eat so well as you do, Senator, or have such sp lendid mistresses as you, Senator Gaius. I understand my own people. GRACCHUS: Perhaps the Emperor would be so kind as to teach us, out of his own ex tensive 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 them they are loved. I shall hold them to my bosom and embrace them .... GRACCHUS [as he interrupts]: Have you ever embraced someone dying of plague, Sir e? [Commodus stops. His sword held behind his head, with both hands, as though to b e resting his head on it. Slowly turning around, he looks at Gracchus. Lucilla, sensing potential danger, rises to intervene. A lethal moment.] COMMODUS: No. But if you interrupt me again, I assure you that you shall. [He le aves the Senate and returns to the palace.] LUCILLA: Senator, my brother is very tired. Leave the list with me. Your Emperor will do all 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 no thing. 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 the greatest 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, merchant s calling out their wares (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 fea r of his Praetorian. 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 for them 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 the Colosseum. He will give them death, and they will love h im for it. [SCENE CHANGE...back at Zuccahbar. The gladiators are sitting in a cage waiting for their turn to fight in the arena. "Spaniard, Spaniard, Spaniard" can be hear d from the crowds-he has gained the popularity of the crowd as well as a name fo r himself-Spaniard. Maximus stands and walks through the cage as the other gladi ators call out "Spaniard", as he goes to the arena. Maximus enters the ring as t he chants "Spaniard, Spaniard" continue. When Maximus steps through the door, th e opponents step back. Maximus pauses and slightly bows his head. Then he wades into them. The opponents each wait to take on Maximus. Without hesitation, Maxim us charges forward and machine-like and without emotion, takes on and disposes o f each opponent, one at a time. The final opponent has his head cut off by Maxim us as he uses two swords to scissor cut his neck.] [Having quickly and soundly defeated his opposition, Maximus looks up at the cro wd, bloody swords still in hand. He hurls one sword high into the stands, striki ng a table, startling all nearby. Then, calling out to the now silenced crowd, M aximus screams at them, "ARE YOU NOT ENTERTAINED??!! ARE YOU NOT ENTERTAINED??!! Is this not why you are here??" The crowd silenced, Maximus throws the other sw ord to the ground, spitting in disgust and begins to leave the arena. The crowd cheers loudly. Maximus slows his pace, looking at them in amazement and curiosit y. "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 be magnificent.

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 h yena]. The young Emperor has organized a series of spectacles to commemorate his father, Marcus Aurelius. I find it amusing since it was Marcus Aurelius, the wi se, the all knowing Marcus Aurelius, who closed us down. So finally after 5 year s scratching a living in flea infested villages we are finally going back to whe re we belong, the Colosseum. Oh you should see the Colosseum, Spaniard. 50,000 R omans watching every movement of your sword, willing you to make that killer blo w. The silence before you strike, and the noise afterwards, 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 Rudiu s - it's just a wooden sword, a symbol for your freedom. He touched me on the sh oulder once, and I was free. MAXIMUS: You knew Marcus Aurelius? [Maximus asks loudly, laughing as he speaks, doubting that 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 you did. [Raising the left eyebrow.] PROXIMO: Then listen to me. Learn from me. I wasn't the best because I killed qu ickly. I was the best because the crowd loved me. Win the crowd, win your freedo m. [Maximus stands at attention as they soldier he was for so many years, but at th e thought of freedom 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 b efore. PROXIMO: Umph! So, Spaniard, we shall go to Rome together and have bloody advent ures and the great whore will suckle us until we are fat and happy and can suckl e no more. And then, when enough men have died, perhaps you will have your freed om. Here, use this.... [Proximo tosses Maximus a body shield of armour. As Maxim us leaves, Proximo turns to look out the window, raising his arms in jubilee.] [SCENE CHANGE to a rooftop, the slaves talk with each other. Juba and Maximus, a lone, together....] JUBA: It is somewhere out there, my country, my home. My wife is preparing the ood. My daughter is carrying water from the river. Will I ever see them again. 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. will have to wait. 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 ssure him that the time will come. Not yet. MAXIMUS: Not yet. Not yet. f I I

[SCENE CHANGE - on the road to Rome, the wagon carrying the gladiators rolls alo

ng while children run to the side of the road to witness the caravan. In the dis tant, Rome and the Colosseum.] [Gladiators have arrived in Rome for their first time. They disembark from the w agon, gazing in awe at the Colosseum. Proximo walks up to the statue of Mars, ki ssing his hand and then planting the kiss on the feet of the statue. "Good to se e you again, old friend.... Bring me fortune." The gladiators, stare up at the C olosseum....] JUBA: Did you ever see anything like that before? I didn't know man could build such things. 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 stud ying him as 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 his friends 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 th e 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 post ing their marks on a chalk board. Proximo & Cassius discuss the upcoming fight.] PROXIMO: The Emperor wants battles and I don't want to sacrifice my best fighter s. CASSIUS: The crowd wants battles so the Emperor gives them battles. You get the battle of Carthage. PROXIMO: The massacre of Carthage! Why don't you get the beggars and thieves fro m the prisons? CASSIUS: We've done that. PROXIMO: If you're going to give away the best gladiators in the empire, then I want double the rates. CASSIUS: You will get your contract rates or you will get your contract canceled . If you don't like it, you can crawl back down that shit hole that you came fro m. [SCENE CHANGE - Just prior to the Legionnaires of Scipio Africanus battle. Young Lucius is walking along the cells where the gladiators are placed on display fo r the crowds to inspect. Lucius motions to Maximus, where he is seated at the ba ck of his cell. With a glint of surprise, Maximus rises 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 o ne 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 ches t 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 , Maximus withdraws into the corner, looking to see who might be in the crowd.] [SCENE CHANGE -In the bowels of the Colosseum. The gladiators are selecting helm ets and receiving spears. Maximus selects an ominous mask that covers all his fa ce leaving his eyes to pierce through. The man in charge of the gladiators calls out instructions before they enter the arena. "When the Emperor enters, raise y our weapons, salute him and then speak together. Face the Emperor, don't turn yo ur back on him. Go and die with honour." Maximus takes a deep breath. The gladia tors enter the arena, looking up amazed at the overwhelming size of the arena an d crowd. The crowds call out, "Caesar, Caesar, Caesar". The gladiators stand in front of Caesar, "We who are about to die, salute you". Only one gladiator refus es to make such a salute -- Maximus.] CASSIUS [the announcer] : On this day we reach back to hallowed antiquity to bri ng you a recreation of a second Fall of Mighty Carthage. On the barren straits o f Zama, there stood the invincible armies of the Barbarian Hannibal. Ferocious m ercenaries and warriors from all brute nations bent on destruction. Your Emperor is pleased to give you THE BARBARIAN 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 better ch ance of survival if we work together. Do you understand? We stay together, we su rvive. [Cassius then introduces the Legionnaires of Scipio Africanus as they barrel int o the arena on their glorious chariots. Shouts from the Legionnaires can be hear d as they immediately begin to kill the "Barbarians", shouts from Maximus can al so be heard - "Come together...lock your shields, stay as one...hold as one". An d then, "Well done" as they successfully defend themselves from the uneven attac k. ] [ As a chariot heads towards them, Maximus is heard calling out as they huddle t ogether "Hold as one. Hold. Diamond, diamond." the Barbarians move towards the c hariot as it approaches them, and with that manoeuver, the chariot is overturned and the Legionnaires are sent flying to their death. The crowd cheers uncontrol lably. [ Hagen gets an arrow to the calf and unknowingly stands in the way of a chargin g chariot. Maximus calls out to him, then runs and knocks him out of the way, sa ving his life. Without hesitation, Maximus continues to call out orders, "This c

olumn to the chariot. This column stay with me." Maximus climbs upon one of the chariot horses that has been unharnessed and rides with the chariots, attacking the Legionnaires one by one until most have been disabled or killed. All the whi le, Commodus sits on his throne, clearly enjoying himself like a child. His mout h falls open and his tongue laps the air. He tosses his head side to side in gle e.] [ On the arena floor, Hagen is back in place, fighting the Legionnaires. As Maxi mus rides, Juba cries out "Maximus" as he tosses him one of the Legionnaires' sw ord. Catching the sword, Maximus continues to call orders to the Barbarians, "Si ngle column, single column..."as they successfully attack and kill the remaining Legionnaires. Having won the battle, Maximus is seen magnificently atop the whi te 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, but aren'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 t hemselves.] 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 bloodi ed 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 a g ladiator to match you, as for this young man [Commodus holding Lucius in front h im], he insists you are Hector reborn, or was it Hercules. Why doesn't the hero reveal himself and tell 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 helmet and tell me your name... [The Praetorian take a ready-stand, and the gladiators, without weapons, 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 Nor th, general of the Felix Legions, loyal servant to the true emperor Marcus Aurel ius. Father to a murdered son, husband to a murdered wife, and I will have my ve ngeance in this life or the next. [Commodus is clearly in shock and without words. Quintus stands ready. Commodus stumbles in his actions, slightly turning to Quintus as though seeking help. Qui ntus orders "Arms" and the Praetorian pull their swords. Meanwhile, at Caesar's

box, Lucilla has jumped to her feet in shock and relief to see that Maximus is s till alive.] CROWD: Live, Live, Live, Live...! COMMODUS: Shhh! [in an effort to calm the people. Commodus extends his hand, str uggling to give 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 to Maximus as though to say this is not over, and the Praetorian leave, as well.] As Maximus looks at Quintus, he holds his fist to h is 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. They are lowered on a platform as the other gladiators sa lute the winning barbarians, and in particular, Maximus, with cheers and shouts "Maximus, Maximus, Maximus." Maximus stands in the midst of all the gladiators who triumphantly fought and beat the Legionnaires. A slightly smaller man, yet a ppearing larger than all.] [SCENE CHANGES back to the Palace where Commodus is signing papers. Lucilla walk s in. Without looking 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 ba ck in his chair.] I did what I had to do. Had father had his way, the empire wou ld have been torn apart. 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 me they don't respect me. If they don't respect me then how can they ever love m e? LUCILLA: Then you must let the legions know that treachery will not go unpunishe d. 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 c ell to another where he is chained. The guards leave and out from the dark corne r 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 he would 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 thro at.] 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 your father for fear of your brother. To live in terror every moment of ev ery day, because your son 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 relea ses his hold 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 the Emperor of Rome. MAXIMUS: The gods have spared me? I am at their mercy with the power only to amu se a mob. LUCILLA: That is power. The mob is Rome. And while Commodus controls them he con trols everything. Listen to me. My brother has enemies, most of all in the senat e. But while the people follow him, no one would dare stand up to him - until yo u. MAXIMUS: They oppose him, yet they do nothing. LUCILLA: There are some politicians who have dedicated their lives to Rome. One man above 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 t omorrow. 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 fat her and my 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 ever knew me. Never come here again. Guard! The lady has finished with me. [Luc illa's eyes slightly tear as she stands helplessly, staring at Maximus.] [SCENE CHANGE to the gladiator school. Gladiators sit at a table playing a game with a cobra snake. Maximus, Juba and Hagen sit at a table, together. Juba is ea ting 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 loo ks up to see Juba shaking his head "no". Maximus holds back and does not eat the food. Hagen, seeing that Maximus is cautious about the food, takes his own spoo n and dips it into Maximus' bowl, placing the spoon in his mouth. Hagen suddenly begins to gasp and choke, he grabs his throat and then begins to laugh. Juba an d Maximus laugh with relief. Knowing the food to be safe to eat. Maximus returns to his food but looks up at Juba with a look of doubt...not for that moment but for what lies ahead.] 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 vulg ar crowd. GRACCHUS: Well. I do not pretend to be a man of the people, Senator. But I do tr y to be a man 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 the upcoming fight.]

CASSIUS: People of Rome. On the 4th day of Antioch, we can celebrate the 64th da y of the games. And in his majestic charity, the Emperor has named this day to f avour the people of Rome with a historical final match. Returning to the Colosse um today after five years in retirement, Caesar, is pleased to bring you the onl y undefeated champion in Roman history, the legendary...Tigris of Gaul! [Out from the tunnel comes Tigris on his grand chariot, wearing a full headed, s ilver helmet. One of those in the crowd is Cicero, Maximus' servant from the Ger mania battle. He sits anxiously, wanting to see Maximus.] [SCENE CHANGE to the bowels of the Colosseum where ey wait their turn in the arena. Maximus stands in ly upon him, as he practices, agile as he is, with entrance to the arena. Proximo calls up to Maximus PROXIMO: MAXIMUS: s is not PROXIMO: nd Dust, the the his and gladiators are held as th tunnel, shadows cast dark sword while awaiting his Maximus calls back.]

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

[Maximus stands ready to enter the arena, the voice of the announcer, Cassius, c an be heard, "Representing the training lyceum of Antonius Proximo, Caesar is pr oud to give you Aelius Maximus." With that, Maximus trots out on the arena floor , shield in one hand, sword in the other. The crowds cheer.] [Commodus, Lucilla, Lucius and Quintus watch from Caesar's box as Maximus and Ti gris are introduced 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 a gain seen in the stands, this time, slightly smiling and relieved when he sees t he 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 who are about to die salute you." Maximus stands by, showing no salute whatsoever. As Maximus gets ready to fight the large doors to the arena are thr own open, surprising Maximus. From each door emerges a team of men, who run into the arena. Each team picks up a chain from the sand. Maximus becomes distracted and Tigris kicks sand into Maximus' face and begins the fight. As the fight con tinues and as Maximus is thrown to the ground, a trap door opens and out jumps a large tiger, pouncing at the fighting gladiators. Maximus is now having to esca pe the claws 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 ef forts in handling each of the tigers that are now on the arena floor growling an d charging at Maximus.] [Maximus manages to disarm Tigris, switching his sword from one hand to the othe r, Maximus stands ready to finish off Tigris. Suddenly, a fourth tiger jumps out of a trap door and jumps at Maximus. In that split second, Maximus turns and th e tiger is speared with his sword. Maximus is thrown to the sand as the large be ast lays atop him. Maximus stabs the beast repeatedly, killing it. The crowds ch eer wildly. Tigris moves in for an attack. Maximus, on his back with the beast s till 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 m ask. Maximus stands and kicks Tigris over to the ground. He is finished. The cro wd cheers "kill, kill, kill". The Emperor is clearly disappointed that his plan has failed. He stands, arm extended and slowly shows a "thumb down". Maximus unm

asks Tigris and lifts the hatchet, ready to kill Tigris when he suddenly tosses the hatchet aside--in defiance of Commodus but, also, finished with the senseles s killing. From the crowd can be heard "Maximus, Maximus the merciful." Commodus displays a hint of a smile as though to prevent the crowd from truly knowing th e hate he feels for Maximus and to guard himself from his failure. Commodus leav es the box.] [Maximus is about to exit the arena, the Praetorian enter and encircle him as Co mmodus enters the 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 diff erent, you and I? You take life when you have to, as do I. [Exhausted from the f ight, Maximus stares 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 gi rl when they nailed him to the cross.... And your wife, moaned like a whore when they ravaged her 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 Maxi mus pass. He leaves the arena.] CROWD: Maximus, Maximus, Maximus.... [SCENE CHANGE to the streets as Maximus is taken by two guards, back to the glad iator school. They pass through the streets adjacent the Colosseum. A large crow d of fans are waiting for him, chanting his name and waving banners. Amongst the crowd is Cicero, Maximus' servant and friend. Cicero tries to catch the attenti on of Maximus, his arm stretched out and his hand carrying a small leather pouch .] CICERO: General! General! [At last, Maximus sees him and with joy, calls back "Cicero!" Cicero runs throug h the crowd, trying to get closer to his master. He manages to get in touch with him, hiding behind a prostitute 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 from Cicero, Cicero manages to give Maximus the pouch he was carrying. Maxi mus hides it inside his palms.] [Later, in his cell, Maximus opens the leather pouch handed to him by Cicero, in side he finds the two figurines of his wife and son. He kisses them tenderly. Ju ba approaches.] JUBA: Can they hear you? [Maximus turns his head towards Juba, his eyes red and moist from the happiness of his reunion with 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 down when 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 of peace on his face as he clutches the figurines.] [SCENE CHANGE - back at the Palace, Commodus, in a child-like pouty fashion, is talking with Senator Falco.] COMMODUS: And now they love Maximus for his mercy, so I can't kill him or it mak es him even 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, and so 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 o f attracting its prey. It will lie at the bottom of the ocean as if wounded, the n its enemies will approach and yet it will lie quite still and then its enemies will take little bites of it and yet it remains still. COMMODUS: So, we will lie still and let our enemies come to us and nibble. ...ha ve every senator followed. [SCENE CHANGE - The following day, gladiators are training inside the gladiator school. Maximus walks through the camp, making his way to a gate where the crowd s look in at the gladiators on display. Maximus passes a guard who calls him by name. Maximus nods in recognition of the guard. (Maximus is admired by all, even those who watch guard over him.) Maximus gets to the gate where Cicero is waiti ng. 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 Rome MAXIMUS: 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 a bout the street, a children's play -- CASSIUS IMPERSONATOR: Come! Be seated. If you haven't been in the arena, you can see it from here. Giant Maximus is defeat ing 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 meet them. ] 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 yo ur politician. 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 P roximo.] LUCILLA: Leave us. Senator Gracchus. GRACCHUS: [enters the room]: General. I hope my coming here today is enough evid ence that 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. M y army is in camp there. By nightfall of the second day I shall return at the he ad 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 tr ade one 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 le ave? MAXIMUS: I will leave. The soldiers will stay for your protection, under the com mand of the senate. GRACCHUS: So, once all of Rome is yours, you'll just give it back to the people. Tell me why? MAXIMUS [he turns to Lucilla] : Because that was the last wish of a dying man. [ He turns back to Gracchus.] I will kill Commodus, the fate of Rome, I leave to y ou. GRACCHUS: Marcus Aurelius trusted you. His daughter trusts you. I will trust you . But we have 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 becomi ng dangerous. [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 m an of your word, General. I know that you would die for honour. You would die fo r Rome. You would die for the memory of your ancestors. But I, I am an entertain er. Guard! [Maximus begins 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 is near and calls out "Praetorian" as he sees their approach.] [SCENE CHANGE - Lucilla walks into the Palace and finds Commodus. She attempts t o leave but he 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. F or the health of Rome, the Senate must be bled and he will be bled too, very soo n.

LUCILLA: But not tonight. COMMODUS: Do you remember what our father once said? It's a dream, a frightful d ream...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 cl oser, to comfort him. Commodus lays his head against her shoulder. He leans her back and lays her on the bed. With terror in her eyes, she lays still, fearful o f what might happen. Commodus gently puts his finger to her mouth and tells her "open your mouth". Hesitantly she opens her mouth slightly as he places his fing er to her lips and then to his. He presses his head to her shoulder and says "yo u know I love you." She replies, "and I love you." She lays still, fearful of wh at may occur but Commodus soon lays his head down and falls asleep. Lucilla gent ly and quietly gets up and leaves.] [SCENE CHANGE - back at Proximo's as he brings Lucilla to Maximus' cell. "Congra tulations, General. You have very persuasive friends", Proximo calls to Maximus. Proximo barks orders to the other gladiators to leave. They look to Maximus for approval and he gives it to them with a nod of the head.] LUCILLA: My brother has had Gracchus arrested. We dared not wait any longer. You must leave tonight. Proximo will come at midnight and take you to the gate. You r servant Cicero 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 o f 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, th ere, and there, and I've got you," proclaims Lucius. Commodus is awakened from h is sleep, goes to Lucius and takes 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 t o be a brave Roman warrior like Julius Caesar? LUCIUS: I am Maximus, the savior of Rome. [ Commodus kneels in front of Lucius. His wooden sword slipping on the marble floor.] COMMODUS: The savior of Rome. And who said that? [Lucius whispers in his ear. Co mmodus holds 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 o f Lucius. She walks to Commodus' room and as she approaches, she can hear Commod us talking with Lucius. Lucilla slows down to listen and then quickly walks to j oin 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, rig ht here above the heart. hissss LUCIUS: And it bit her?! COMMODUS: Yes. Sometimes royal ladies behave very strangely and do very odd thin gs in 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 in Egypt. LUCIUS: And the Queen killed herself with a snake! COMMODUS [to Lucius]: And just wait until you hear what happened to some of our other ancestors! 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 dark corners and went out late at night and conspired and c onspired... [Lucilla is getting frightened, nearly in tears.] COMMODUS: But the Emperor knew they were up to something. He knew they were busy little bees. And one night he sat down with one of them and he looked at her an d he said, "Tell me what you have been doing, busy little bee, or I shall strike down those dearest to you. You shall watch as I bathe in their blood." And the emperor was heartbroken. The little bee had wounded him more deeply than anyone had ever done. And what do you think 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 th e figurines of his wife and son into their leather pouch and slipping his ring o n his finger. Outside, Praetorian guards are seen as they approach. Meanwhile, a ssassins are releasing a red coral snake into the bed of Senator Gaius as he and his wife sleep. The Praetorian at Proximo's quarters call out, "Open in the nam e of the Emperor. Open the gates, Proximo. Open the gates. Do you want to die, o ld man?" PROXIMO [ to Maximus]: Here. Everything is prepared. It seems that you have won your freedom. [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't want 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 to

uch foreheads. Maximus begins tomake his get away as the gladiators battle with the Roman guards. The gladiators fight bravely. Hagen is killed. In Proximo's qu arters, he is killed by the Praetorian as he holds his Rudius and says "shadows and dust". Maximus makes his way through the tunnel to the outside. Along the wa y, he finds his armour and sword and puts them on. Once outside, he sees a rider standing still. He whistles and the rider, Cicero, recognizes the whistle and c alls out his name. At that moment, his horse bolts and Cicero is hanged by the r ope around his neck. Maximus runs to him and lifts him. Cicero says, "I'm sorry" . The Praetorian shoot arrows and kill Cicero. Maximus is surrounded by the Prae torian as Maximus cries out an anguished growl "No!" ] [SCENE CHANGE - back at the palace. Senator Falco approaches Commodus and says, "It is done." Commodus has been looking out over the city of Rome. He slowly tur ns to Falco.] COMMODUS: And what of my nephew and what of his mother? Shall they share her lov er's fate or should I be merciful? Commodus the merciful. Lucius will stay with me now and if his mother so much as looks at me in a manner that displeases me, he will die. And if she decides 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 so that Commodus and his progeny will rule for 1,000 years. Am I not merciful? [He gets close to her face and tries t o kiss her but Lucilla turns away. Commodus grabs her by the jaw and turns her f ace towards him screaming] AM I NOT MERCIFUL? [Tears slowly come down Lucilla's face.] [SCENE CHANGE - at the Colosseum. The crowd chants "Maximus, Maximus, Maximus" T he petals of red flowers float in the air onto the sands of the arena floor.... Below, Maximus is chained. Commodus goes to Maximus. The other prisoners (Gracch us, Juba) are watching as he enters. Commodus, dressed in his white leather armo ur, walks up to the chained Maximus who is bruised and weary.] COMMODUS: Maximus. Maximus. Maximus. They call for you. The general who became a slave. The slave who became a gladiator. The gladiator who defied an emperor. A striking story. Now the people want to know how the story ends. Only a famous d eath 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 tha t man can do 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, doe sn't it? Smile for me now brother. Commodus embraces Maximus and with one fierce thrust, stabs him 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 wi th the Praetorian as they stand behind their black shields. In the middle, the w hite clad Commodus, gazing upwardly, basking in the sun and the wounded, dying M aximus stand. All the while, Quintus staring at Maximus. As they reach the arena , the Praetorian take their place at the perimeter of the arena. Maximus stumble s to the center, slowly stooping to pick up a handful of sand, with a watchful e ye on Quintus. Maximus rubs the sand in his hands and reaches for his sword but Quintus tosses it aside, and out of reach. Maximus painfully moves to where the sword has been tossed and picks it up, immediately swinging at Commodus. The two do battle. Maximus roars as he attacks Commodus. Commodus manages to cut Maximu s' leg. Although wounded, Maximus cuts Commodus' arm causing him to drop his swo

rd.] [Maximus begins to drift into the after life and as he sees the gate to his home , the sword drops from his hand. Meanwhile, Commodus is calling Quintus for his sword but Quintus does not comply. Commodus then turns to the Praetorian, callin g 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 hi s hidden dagger, Maximus quickly returns to this life and, unarmed but for his s trength and determination, does battle with Commodus, turning Commodus' knife ag ainst him. Commodus tries relentlessly to fight Maximus off but Maximus slowly p lunges the knife into Commodus' throat, further and further until it can go no f urther. Commodus falls to the ground. The fight over, Maximus begins to drift as he reaches out his bloodied hand, to push open the gate that leads to his home. Peace, once again, overcomes Maximus when Quintus calls to him. "Maximus, Maxim us." Maximus regains consciousness.] MAXIMUS: Quintus, free my men. Senator Gracchus is to be reinstated. There was o nce a dream 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 h im, his wife and son waiting for him. Suddenly he falls hard like a tree, to the ground. Lucilla runs into the arena, dropping to her knees at his side and call ing to him "Maximus!" Maximus gazes up and tells her, "Lucius is safe." Lucilla looks at him adoringly and responds, "Go to them", freeing him. With her hand, s he 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 her heart, she regains her presence, stands and turns to Senator Gracchus and the c rowd.] LUCILLA: Is Rome worth one good man's life? We believed it once. Make us believe it again. He was a soldier of Rome. Honour him. GRACCHUS: Who will help me carry him. [Many gather around to lift Maximus and carry him from the arena. Commodus lay a lone, in the sand.] [SCENE CHANGE as Juba is digging in the sand for burial, at the place where Maxi mus died. He unfolds the small leather pouch and removes the figurines belonging to Maximus of his wife and son and gently places them in them in their resting place.] JUBA: Now we are free. I will see you again. But not yet, not yet.... NOW WE ARE FREE (As interpreted by DreamWorks SKG Members) Anol shalom Anol sheh lay konnud de ne um {shaddai} Flavum Nom de leesh Ham de nam um das La um de Flavne... We We Un Un de ze zu bu de sooo a ru va-a pesh a lay vi-i bee

Un da la pech ni sa (Aaahh) Un di-i lay na day Un ma la pech a nay mee di nu ku (Fast tempo, 4 times) La la da pa da le na da na Ve va da pa da le na la dumda Anol shalom Anol sheh ley kon-nud de ne um. Flavum. Flavum. M-ai shondol-lee Flavu... {Live on...} Lof flesh lay Nof ne Nom de lis Ham de num um dass La um de Flavne.. Flay Shom de nomm Ma-lun des Dwondi. Dwwoondi Alas sharum du koos Shaley koot-tum.