THE GODFATHER

				 Part Two

				Screenplay by

				Mario Puzo

				    and

			 Francis Ford Coppola




















SECOND DRAFT

September 24, 1973





FADE IN:

The Paramount Pictures logo is presented over a simple black
background, as a single trumpet plays the familiar theme of
a waltz.  White lettering fades in:

		     Mario Puzo's THE GODFATHER

There is a pause, as the trumpet concludes, and there is the
additional title: - Part Two -

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

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

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

								DISSOLVE TO:

EXT. A SICILIAN LANDSCAPE - FULL VIEW - DAY

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

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

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

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

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

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

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

EXT. SICILIAN LANDSCAPE - MED. VIEW - DAY

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

EXT. BARONIAL ESTATE - TIGHT MOVING VIEW - DAY

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

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

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

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

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

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

				WIDOW
			(Sicilian)
		He is weak.

				DON FRANCESCO
			(Sicilian)
		He will grow strong.

				WIDOW
			(Sicilian)
		The child cannot harm you.

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

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

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

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

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

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

EXT. STREETS OF CORLEONE - NIGHT

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

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

INT. A HOUSE - NIGHT

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

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

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

EXT. THE STREETS OF CORLEONE - FULL VIEW - NIGHT

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

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

INT. A BARN - NIGHT

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

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

He pulls the fabric over the boy's face.

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

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

EXT. THE CHURCH PLAZA - NIGHT

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

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

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

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

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

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

EXT. STEAMSHIP - CLOSE VIEW ON VITO - DAY

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

Then, suddenly, the Waltz stops.

THE NEW YORK HARBOR - DAY

SILENCE.  We glide past the Statue of Liberty.

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

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

EXT. ELLIS ISLAND - DAY

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

INT. ELLIS PROCESSING HALL - DAY

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

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

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

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

INT. PROCESSING ROOM - DAY

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

				OFFICIAL
			(English)
		What is your name?

The man waits, impatiently.

				OFFICIAL
		Your name?

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

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

He hands the form to another official.

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

INT. MEDICAL EXAM - DAY

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

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

				DOCTOR
		Can you understand me?

Vito stares blankly.

				DOCTOR
		You understand?  Smallpox.  Smallpox.

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

				DOCTOR
		Quarantine...six months.

UNDERGROUND PASSAGEWAY - MOVING VIEW - DAY

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

INT. QUARANTINE HALLWAY - DAY

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

				OFFICIAL
		Salvatore Ormenta.

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

				OFFICIAL
		Vito Corleone.

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

				GUARD
		That's you.

He opens the door, and Vito enters the room.

EXT. THE STATUE OF LIBERTY - DAY

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

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

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

							DISSOLVE TO:

INT. CATHOLIC CHURCH - MOVING CLOSE SHOT - DAY

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

FULL VIEW

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

				PRIEST
		Ecce Agnus Dei, ecce qui tollit
		peccata mundi.

MOVING VIEW ON THE PRIEST

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

CLOSE MOVING VIEW

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

				PRIEST
		Corpus Christi.

				ANTHONY
		Amen.

EXT. LAKE TAHOE ESTATE - DAY

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

MED. VIEW

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

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

He does, and a flash goes off.

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

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

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

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

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

				KAY
		Thank you.

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

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

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

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

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

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

				KAY
		I'm so happy you could come.

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

				MRS. BARRETT
		Where is Mr. Corleone?

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

Kay puts her arm around little Anthony's shoulder.

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

EXT. TAHOE GATE AND KENNELS - DAY

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

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

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

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

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

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

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

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

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

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

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

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

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

				FREDO
		Goddamn bitch.

				DEANNA
		Relax, Freddie honey.  Come dance
		with me.

She extends her hand to him.

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

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

				FREDO
		He's the head of the family.

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

				DEANNA
		Don't follow me!

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

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

				CONNIE
		Mama...Mama!  Here I am!

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

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

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

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

				CONNIE
		How are the kids?

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

				CONNIE
		I got surprises for everybody!

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

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

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

EXT. THE BOATHOUSE - DAY

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

MED. CLOSE VIEW

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

				PENTANGELI
		Hey, kid!  You got any red wine?

				WAITER
			(offering the tray)
		Only champagne and cocktails.

				PENTANGELI
		Forget it...

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

				PENTANGELI
		Fredo!  Sonuvabitch.  You look great.

Fredo squints in his direction; finally recognizes him.

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

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

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

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

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

				FREDO
		We were all upset about that.

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

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

EXT. TAHOE PAVILION - MED. VIEW - DAY

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

INT. TAHOE BOATHOUSE - DAY

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

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

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

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

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

The couple sit themselves on the sofa opposite Michael.

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

				MICHAEL
		Let them speak for themselves.

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

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

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

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

Neri goes to answer it, cracks the door open.

				NERI
		Not now, Freddie...

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

				NERI
		Not now...

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

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

				GARDNER
		My major is Fine Arts, sir.

				MICHAEL
		How will Fine Arts support your new
		wife?

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

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

They all smile, and rise.

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

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

				FRANCESCA
		Thank you, Uncle Michael.

They all take their leave; Michael turns to Hagen.

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

EXT. TAHOE SWIMMING POOLS AND HARBOR - DAY

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

MED. CLOSE

Francesca kisses her Aunt Kay.

				FRANCESCA
		Uncle Michael is the greatest man
		ever!

VIEW on Kay - happy for her niece.

INT. TAHOE BOATHOUSE - DAY

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

CLOSE ON MICHAEL

studying the pictures.

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

CLOSE ON THE PICTURES

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

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

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

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

Michael puts the pictures down.

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

				NERI
		How do you want me to handle it?

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

				MICHAEL
		Later.  Tom?

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

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

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

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

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

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

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

				HAGEN
		Connie's outside.

Michael doesn't want to see her.

				HAGEN
		I promised; she said it was urgent.

Michael nods.

				MICHAEL
		All right.  Apologize to Pentangeli.

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

				MICHAEL
		I said I would see my sister, alone.

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

Connie steps forward, kisses Michael on the cheek.

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

				MICHAEL
		I saw him with you.

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

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

				MERLE
		We're going to get married first.

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

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

				CONNIE
		Michael...

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

				CONNIE
		You're not my father!

				MICHAEL
		Then why do you come to me?

				CONNIE
		Because I need MONEY!

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

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

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

				MICHAEL
		Are you finished?

				MERLE
		I think so.

				MICHAEL
		Then out.

Merle puts out his cigarette and leaves, quickly.

EXT. TAHOE PAVILION - FULL VIEW - DAY

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

VIEW ON THE HARBOR AREA

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

CLOSE VIEW

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

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

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

INT. THE BOATHOUSE - DAY

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

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

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

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

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

				OLA
		Sure, I remember Tom from the old
		days.

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

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

				HAGEN
		Sure, Mikey.

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

				HAGEN
		If you need anything, just...

				MICHAEL
		Just tell Rocco I'm waiting.

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

				OLA
		I just left our friend in Miami.

				MICHAEL
		How is his health?

				OLA
		Not good.

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

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

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

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

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

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

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

				KAY
		Anthony, Daddy's busy.

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

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

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

Pause; she stands there a moment.

				MICHAEL
			(continuing)
		Kay.

				KAY
		Yes, Michael.

EXT. THE BOATHOUSE - DAY

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

WHAT SHE SEES:

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

MED. VIEW

Anthony runs away from her, heading toward the house.

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

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

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

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

VIEW ON HAGEN

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

				HAGEN
		Where's my wife?

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

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

VIEW ON THE PAVILION

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

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

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

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

MED. VIEW

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

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

INT. TAHOE - SANDRA'S HOUSE - DAY

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

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

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

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

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

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

He moves to the dresser; pours himself a drink.

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

				SANDRA
		Talk to him.  Tell him how you feel.

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

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

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

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

				SANDRA
		We have a little time now.

EXT. THE PAVILION - VIEW ON SENATOR GEARY - DAY

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

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

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

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

VIEW ON SENATOR GEARY

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

				SENATOR GEARY
		Where can we meet alone?

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

				MICHAEL
		Find Hagen.

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

BOYS' CHOIR

sings its lovely arrangement of "Mr. Wonderful."

INT. TAHOE BOATHOUSE - MED. VIEW - DAY

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

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

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

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

				SENATOR GEARY
		I thought we would meet alone.

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

				SENATOR GEARY
			(taking out some medication)
		Some water.

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

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

Michael nods, indicating that he should do so.

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

				MICHAEL
		Turnbull is a good man.

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

Michael is taken aback; he looks at Hagen.

				SENATOR GEARY
		...of all three Corleone hotels.

Hagen is frustrated; all his information was wrong.

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

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

VIEW ON HAGEN

glances at Michael.

VIEW ON MICHAEL

makes no outward reaction.

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

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

VIEW ON GEARY

rising.

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

He is almost out the door.

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

Geary turns back.

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

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

VIEW ON HAGEN

embarrassed at being so off the mark.

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

EXT. THE PAVILION - NIGHT

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

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

MED. VIEW

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

				MAMA
		Cent' Anne.

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

				DEANNA
		What's 'cent' Anne?'

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

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

				MAMA
		Connie.

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

				DEANNA
		What a pleasure, Merle.
			(shaking hands)


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

				MERLE
		What's that mean?

				CONNIE
		Mama!

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

				MICHAEL
			(Sicilian)
		I know.

				PENTANGELI
			(Sicilian)
		When do we talk?

				MICHAEL
			(Sicilian)
		After dinner.

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

				KAY
		Anthony, you were talking to Mr.
		Pentangeli?

				ANTHONY
		His name is "Five-Angels."

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

INT. TAHOE BOATHOUSE - NIGHT

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

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

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

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

				MICHAEL
		You were unfair with them.

				PENTANGELI
		Says who?

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

				PENTANGELI
		Clemenza promised them nothing, he
		hated the sonsuvbitches.

				MICHAEL
		They feel cheated.

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

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

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

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

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

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

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

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

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

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

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

Pentangeli takes his hat, and leaves.

				NERI
		Should he go?

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

EXT. THE LAWNS AND TABLES - FULL VIEW - NIGHT

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

VIEW ON THE DANCE FLOOR

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

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

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

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

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

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

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

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

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

VIEW ON FREDO AND DEANNA

Rocco passes by Fredo and whispers:

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

				DEANNA
		He's a friend of your brother!

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

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

Freddie mops his forehead, and moves to Michael.

				FREDO
		Hey Mike, what can I say?

				MICHAEL
		Forget it, just go take care of her.

EXT. THE HARBOR DECK - NIGHT

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

EXT. TABLE OF HONOR - MED. VIEW - NIGHT

Little Anthony, in his white suit, sitting alone.

EXT. MAIN GATE - NIGHT

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

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

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

Kay and Michael dancing in the moonlight.

				MICHAEL
		How's the baby?

				KAY
		Sleeping inside me.

				MICHAEL
		Does it feel like a boy?

				KAY
		Yes, Michael, it does.

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

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

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

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

							DISSOLVE TO:

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

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

INT. THE CHAPEL - NIGHT

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

A single organ plays some standard wedding music.

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

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

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

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

INT. THE TROPICANA - DAY

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

				NERI
		Are you Klingman?

				KLINGMAN
		Who's asking?

				NERI
		Where can we talk?

				KLINGMAN
		Right here.

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

				KLINGMAN
		Who do you think you're talking to?

				NERI
		You said you were Klingman.

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

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

				KLINGMAN
		Get out of my hotel.

Neri stands in front of him, smiling.

				KLINGMAN
		Boys, get him out of here.

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

WHAT HE SEES

They stand, motionless.

VIEW ON KLINGMAN

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

INT. SHOWROOM - MED. VIEW - DAY

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

HIS VIEW

Neri keeps coming.

VIEW ON KLINGMAN

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

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

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

				NERI
			(to the staring performers)
		Keep it going.

EXT. A STREET IN BUFFALO, NEW YORK - NIGHT

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

MED. CLOSE VIEW

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

MED. LONG VIEW

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

							DISSOLVE TO:

EXT. THE TAHOE ESTATE - NIGHT

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

MED. VIEW

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

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

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

CLOSE VIEW ON MICHAEL

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

							DISSOLVE TO:

INT. NEW YORK THEATRE - 1915 - NIGHT

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

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

VIEW ON THE STAGE

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

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

VIEW ON THE AUDIENCE

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

VIEW ON THE STAGE

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

VIEW ON THE AUDIENCE

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

VIEW ON THE STAGE

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

VIEW ON THE AUDIENCE

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

INT. BACKSTAGE THEATRE - MOVING VIEW - NIGHT

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

GENCO'S VIEW

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

VIEW ON VITO

watching.  The two men argue in Italian.

MED. VIEW

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

				IMPRESARIO
		Carla!

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

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

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

VIEW ON GENCO AND VITO

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

				GENCO
			(Sicilian)
		The Black Hand.

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

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

VIEW ON FANUCCI

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

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

EXT. NEW YORK ALLEY - NIGHT

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

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

				VITO
			(Sicilian)
		He's an Italian?

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


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

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

				VITO
			(Sicilian)
		Beautiful.

				GENCO
			(Sicilian)
		Beautiful.

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

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

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

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

The two friends hold their breath, until he disappears.

EXT. NEW YORK STREETS - MOVING VIEW - DAY

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

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

He turns up an alleyway, and then stops.

VIEW UP THE ALLEY

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

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

He throws the young man off his back.

VIEW ON VITO

stepping back in the alley.

VIEW ON FANUCCI

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

The young attackers scurry off in various directions.

INT. ABBANDANDO GROCERY STORE - DAY

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

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

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

Finished with his customer, Genco moves to his friend.

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

				VITO
			(Sicilian)
		What?

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

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

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

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

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

				VITO
			(Sicilian)
		Why?

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

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

CLOSE VIEW ON VITO

recalling what he had seen and thought.

EXT. NEW YORK ALLEYWAY - MED. VIEW - NIGHT

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

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

INT. TINY TENEMENT - FULL VIEW - NIGHT

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

It is late at night, and he is exhausted.

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

INT. TENEMENT ROOM - NIGHT

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

INT. ABBANDANDO GROCERY - DAY

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

				FANUCCI
		Buon giorno.

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

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

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

				VITO
			(Sicilian)
			 (surprised)
		And he agreed?

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

Vito watches the heated, but inevitable transaction.

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

MED. VIEW

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

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

				VITO
			(Sicilian)
		We are all well.

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

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

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

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

The old man nods, regretfully.

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

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

EXT. THE STREET - DAY

making his way from the store.

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

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

				SIG. ABBANDANDO
		Here...for your family.

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

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

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

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

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

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

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

WHAT HE SEES:

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

EXT. NEW YORK STREETS - DAY

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

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

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

Vito nods.

				CLEMENZA
			(Sicilian)
		Did you look inside?

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

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

INT. DOWNTOWN ITALIAN SOCIAL CLUB - DAY

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

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

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

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

Vito thinks, then nods.

				VITO
			(Sicilian)
		She would like it.

INT. HALLWAY WEALTHY APARTMENT BUILDING - DAY

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

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

				CLEMENZA
			(Sicilian)
		Oh yes, the very best.

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

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

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

INT. WEALTHY APARTMENT - FULL VIEW - DAY

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

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

				CLEMENZA
		A little help.

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

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

THEIR VIEW

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

VIEW ON CLEMENZA

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

Clemenza puts away his gun.

INT. VITO'S TENEMENT HALLWAY - DAY

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

INT. VITO'S TENEMENT - DAY

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

MED. CLOSE ON CLEMENZA

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

							DISSOLVE TO:

EXT. DOWNTOWN WAREHOUSE - NIGHT

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

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

INT. MACHINE SHOP - NIGHT

				CLEMENZA
			(Sicilian)
		Good, you waited for us.

Clemenza looks up on a higher level.

HIS VIEW

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

MED. VIEW

				TESSIO
			(Sicilian)
		Who is he?

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

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

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

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

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

VIEW ON THE BOY

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

CLOSE ON VITO

listening.

CLOSE ON AUGUSTINO

proudly smiling, as he prepares the machine gun.

CLOSE ON TESSIO

listening, smiling.

FULL VIEW

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

EXT. WAREHOUSE AREA - NIGHT

Tessio and Clemenza quickly load racks of cheap dresses.

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

INT. TENEMENT STAIRS - DAY

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

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

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

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

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

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

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

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

				CLEMENZA
			(Sicilian)
		You can have two for five.

She smiles back.

EXT. TENEMENT BUILDING - DAY

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

				TESSIO
			(Sicilian)
		What took so long?

				CLEMENZA
			(Sicilian)
		She couldn't decide.

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

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

The three part.  Vito drives the truck off.

MOVING VIEW

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

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

He grabs young Corleone by the shoulder.

CLOSE VIEW ON FANUCCI

frightening, revealing the large circular scar, now healed.

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

Vito says nothing.  Fanucci thumbs through the stock.

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

Fanucci takes a few of the dresses.

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

Vito smiles at him and nods.

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

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

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

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

				FANUCCI
			(Sicilian)
		I understand...

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

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

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

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

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

Vito throws the truck in gear, and drives off.

CLOSE VIEW ON VITO

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

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

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

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

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

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

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

				TESSIO
			(Sicilian)
		What can we do?

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

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

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

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

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

Tessio and Clemenza regard him suspiciously.

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

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

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

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

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

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

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

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

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

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

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

EXT. NEW YORK STREET - MED. VIEW - NIGHT

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

MOVING VIEW

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

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

The wheel stops; they both lose.

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

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

Vito has left while Clemenza jokes with the Priest.

EXT. FESTA STREET - NIGHT

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

INT. SOCIAL CLUB - NIGHT

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

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

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

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

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

EXT. FESTA STREET - MED. VIEW - NIGHT

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

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

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

EXT. ROOFTOPS - MOVING VIEW - NIGHT

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

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

EXT. FESTA STREETS - MOVING VIEW ON FANUCCI - NIGHT

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

The VIEW LIFTS UP, to the rooftops.

EXT. THE ROOFTOPS - NIGHT

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

EXT. THE STREETS - NIGHT

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

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

INT. FANUCCI'S BUILDING - NIGHT

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

EXT. THE ROOFTOP - NIGHT

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

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

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

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

EXT. THE ROOFTOP - NIGHT

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

INT. FANUCCI'S HALLWAY - DOWN ANGLE - NIGHT

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

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

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

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

INT. HALLWAY - NIGHT

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

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

WHAT HE SEES:

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

VIEW ON VITO

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

ANOTHER VIEW

Fanucci opens the door of his apartment, and enters.

CLOSE VIEW ON VITO

He begins to wrap the gun.

VIEW ON THE DAUGHTERS

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

CLOSE ON THE GUN

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

WHAT HE SEES:

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

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

VIEW ON VITO

holding the wrapped gun, waiting.

WHAT HE SEES:

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

VIEW ON VITO

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

VIEW ON FANUCCI

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

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

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

EXT. THE ROOFTOPS - MED. VIEW - NIGHT

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

CLOSE ON VITO

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

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

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

EXT. THE STREET PROCESSION - MOVING VIEW - NIGHT

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

EXT. THE ROOFTOPS - MOVING VIEW - NIGHT

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

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

The corpse that was Fanucci, stained with blood.

EXT. PROCESSION - CLOSE VIEW - NIGHT

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

EXT. CORLEONE TENEMENT - MED. VIEW - NIGHT

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

A neighbor is singing a Neapolitan song.

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

CLOSE VIEW ON VITO

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

				VITO
			(Sicilian)
		Santino, your papa loves you.

							DISSOLVE TO:

INT. ANTHONY'S TAHOE ROOM - NIGHT

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

				MICHAEL
		Can't you sleep?

No answer.

				MICHAEL
		Are you alright?

				ANTHONY
		Yes.

				MICHAEL
		Did you like your party?

				ANTHONY
		I got lots of presents.

				MICHAEL
		Do you like them?

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

				MICHAEL
		They were friends.

He kisses his boy, and then turns.

				ANTHONY
		Did you see my present for you?

				MICHAEL
		No, where is it?

				ANTHONY
		On your pillow.

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

				ANTHONY
		I know.  How long will you be gone?

				MICHAEL
		Just a few days.

				ANTHONY
		Will you take me?

				MICHAEL
		I can't.

				ANTHONY
		Why do you have to go?

				MICHAEL
		To do business.

				ANTHONY
		I can help you.

				MICHAEL
		Some day you will.

Michael kisses him again.

INT. MICHAEL-KAY'S BEDROOM - NIGHT

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

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

VIEW ON THE PILLOW

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

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

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

				KAY
		Michael?  Why are the drapes open?

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

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

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

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

				MICHAEL
		Go with the kids.

EXT. THE TAHOE ESTATE - NIGHT

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

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

VIEW BY MICHAEL'S HOUSE

Michael is joined by Rocco Lampone, his gun drawn.

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

				MICHAEL
		Keep them alive.

Six men take up posts by Michael's house.

				ROCCO
		We'll try.

				MICHAEL
		It's important.

He returns inside.

EXT. MAIN GATE AND KENNELS - NIGHT

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

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

FULL VIEW

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

VIEW ON THE KENNELS

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

ROOFTOP

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

MOVING VIEW

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

LOOSE VIEW

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

EXT. MICHAEL'S HOUSE - NIGHT

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

The curtains are drawn from inside.

INT. MICHAEL'S HOUSE - NIGHT

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

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

				MICHAEL
		It will be all right.  We were lucky.

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

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

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

				MICHAEL
		And?

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

We HEAR loud shouting from outside.

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

MICHAEL'S VIEW

Through the door, that Rocco opens.

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

				FREDO
		Deanna, will you get back into the
		house!

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

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

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

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

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

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

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

EXT. TAHOE ESTATE - HIGH ANGLE - NIGHT

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

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

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

FULL VIEW

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

INT. THE BOATHOUSE - EMPTY VIEW - NIGHT

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

				MICHAEL
		Sit down, Tom.

EXT. TAHOE BOATHOUSE - NIGHT

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

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

INT. TAHOE BOATHOUSE - NIGHT

Michael talks intimately to Tom.

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

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

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

Hagen in very moved.

				HAGEN
		Mikey, I hoped...

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

VIEW ON HAGEN

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

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

VIEW ON MICHAEL

taking out the envelope.

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

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

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

				HAGEN
		But if you're wrong...

				MICHAEL
		If I'm wrong...

There is a KNOCK on the door.

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

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

EXT. STONE WALL AND STREAM - MOVING VIEW - NIGHT

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

LOW CLOSE VIEW

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

				MICHAEL (O.S.)
		Fish them out.

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

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

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

He realizes that now, he is the DON.

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

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

							FADE OUT.

FADE IN:

INT. STATE SENATE FLOOR - DAY

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

INT. GEARY'S OFFICE - DAY

The Senator steps behind his desk.

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

He flicks the switch of a small tape recorder.

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

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

The Senator immediately shuts the tape recorder off.

				SENATOR GEARY
		What the hell are you talking about?

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

				SENATOR GEARY
		No strings.

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

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

				HAGEN
		Do you gamble?

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

				HAGEN
		Do you owe markers?

				SENATOR GEARY
		Maybe two, three thousand dollars.

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

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

Geary quickly looks through the paid markers.

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

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

				SENATOR GEARY
		You paid off thirty grand I never
		owed.

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

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

				HAGEN
		Simple.  Be friendly like us.  Not
		hostile.

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

EXT. TAHOE ESTATE - FULL VIEW - DAY

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

VIEW BY MICHAEL'S HOUSE

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

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

				KAY
			(graciously)
		Yes.

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

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

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

				KAY
		Whose orders are these?

				MAN
		Mr. Hagen's, ma'am.

We notice Hagen walking to them in the background.

				HAGEN
		Kay.

VIEW THROUGH THE GATE

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

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

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

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

				KAY
		I'm supposed to stay in my house.

				HAGEN
		Within the compound will be fine.

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

				HAGEN
		That's off now.

				KAY
		I'm going to see my parents.

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

				KAY
		How long does this go on?

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

				KAY
		Am I a prisoner?

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

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

EXT. ITALIAN LUXURY LINER - DAY

The luxury liner making its way across the Atlantic.

INT. ITALIAN LUXURY LINER - MED. VIEW - DAY

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

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

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

				MERLE
			(reluctantly)
		Well...come in.

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

				CONNIE
		What is it?

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

				CONNIE
		Can't be...

				MERLE
		Why don't you wire your bank?

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

				CONNIE
		I'll take care of it in Naples.

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

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

				CONNIE
		That son of a bitch!

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

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

EXT. TRAIN TRACKS - MED. VIEW - DAY

A train speeds across the countryside.

INT. THE TRAIN - DAY

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

				PORTER
		Mr. Paul?

				MICHAEL
		Yes.

				PORTER
		You ordered lunch?

				MICHAEL
		Put it right there.

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

HIS VIEW

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

				MICHAEL
		Thank you.

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

VIEW THROUGH THE WINDOW

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

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

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

CLOSER VIEW

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

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

NEW VIEW

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

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

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

Michael glances toward the driver.

MICHAEL'S VIEW

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

EXT. SUBURBAN MIAMI NEIGHBORHOOD - DAY

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

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

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

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

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

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

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

				MICHAEL
		Thank you, Mrs. Roth.

She hurries halfway up the staircase.

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

				MICHAEL
		Fine.

He continues upstairs; she goes into the kitchen.

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

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

INT. HYMAN ROTH'S DEN - DAY

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

MICHAEL'S VIEW

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

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

				MICHAEL
		Not for a few years.

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

				MICHAEL
		Yes.

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

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

				ROTH
		You're a considerate young man.

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

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

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

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

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

The old man touches Michael's hand, warmly.

				ROTH
		Nothing is more important.

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

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

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

				ROTH
		Of course you must keep control of
		your family.

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

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

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

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

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

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

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

EXT. DOWNTOWN NEW YORK - MOVING VIEW - DAY

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

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

MOVING CLOSE VIEW

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

MED. VIEW

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

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

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

INT. THE RESTAURANT - DAY

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

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

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

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

				PENTANGELI
		Rosato, where's your brother?

				ROSATO
		Sitting right behind you.

Pentangeli glances behind himself.

				PENTANGELI
		He don't want to talk?

				ROSATO
		We worked it all out beforehand.

				PENTANGELI
		Are we going to eat or what?

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

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

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

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

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

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

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

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

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

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

				ROSATO
		My lawyer went over this beforehand.

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

				ROSATO
		The same assurance we got from you.

				PENTANGELI
		What if I say shove it?

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

				PENTANGELI
		You want a war?

				ROSATO
		We got no choice.

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

				ROSATO
		We got friends in the commission.

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

				ROSATO
		What about Michael Corleone?

				PENTANGELI
		He supports me.

				ROSATO
		Maybe, yes... maybe no.

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

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

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

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

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

He gives him the arm.

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

EXT. THE RESTAURANT - DAY

Pentangeli gets into the car.

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

He slams the door.

EXT. PENTANGELI'S LONG BEACH ESTATE - DAY

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

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

				PENTANGELI
		What's up?

Pentangeli glances over to the front door foyer.

PENTANGELI'S VIEW

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

INT. PENTANGELI'S HOUSE - DAY

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

				PENTANGELI
			(Sicilian)
		What's this?

				WIFE
		Michael Corleone.

				PENTANGELI
		One Michael Corleone...Dove?

				WIFE
			(Sicilian)
		He's in your study.

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

He automatically moves into his study.

INT. PENTANGELI'S STUDY - DAY

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

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

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

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

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

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

				MICHAEL
		I want you to help me take my
		revenge.

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

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

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

				MICHAEL
		I want you to settle on their terms.

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

				MICHAEL
		Trust me; do as I ask.

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

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

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

				MICHAEL
		I know.

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

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

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

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

				PENTANGELI
		Sure, Mike.  I'll go along.

				MICHAEL
		Good.

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

INT. TROPICANA HOTEL - CLOSE VIEW - DAY

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

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

INT. COUNTING ROOM - MED. VIEW - DAY

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

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

				NERI
		Fifteen percent skim?

				HAGEN
		Twenty-five this time.

The accountant stops, and looks up to Neri.

				NERI
		It might show.

				HAGEN
		Mike wants it.

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

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

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

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

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

				NERI
		Those were our people.

				COURIER
		Okay, just thought you should know.

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

				HAGEN
		Let them count.

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

INT. TROPICANA CORRIDOR - MOVING VIEW - DAY

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

				NERI
		What's up?

				HAGEN
		No questions.

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

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

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

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

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

EXT. KEY WEST - NIGHT

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

							FADE OUT.

FADE IN:

EXT. TAHOE ESTATE - DAY

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

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

				THERESA
		Hungry?

				HAGEN
		Just a little.

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

				HAGEN
		What about Kay?

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

EXT. TAHOE LAWN BARBECUE - MED. VIEW - DAY

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

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

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

Theresa, Mama and Sandra prepare the steaks.

Hagen relaxes in a sports shirt.

				HAGEN
		Let me try Kay.

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

				HAGEN'S SON
		Hey, Pop, heads up!

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

INT. MICHAEL'S HOUSE - DAY

				HAGEN
		Kay?

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

				HAGEN
		Anyone hungry?

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

				HAGEN
		Hello?

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

Sandra has followed him into Michael's house.

				HAGEN
		What do you mean gone?

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

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

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

Hagen rushes out of the house.

EXT. TAHOE LAWN - DAY

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

				HAGEN'S SON
		Hey, Dad!

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

				HAGEN
		Rocco!

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

				HAGEN
		Goddamn it, where were you?

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

INT. THE BOATHOUSE - DAY

They enter the boathouse.

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

The man hurries behind the bar.

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

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

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

				HAGEN
		All right, let me think a minute.

Rocco clears the men out.

				ROCCO
		Me too, Tom?

				HAGEN
		Yeah, give me a minute.

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

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

EXT. VIEW FROM BOAT - FULL VIEW - DAY

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

MED. CLOSE VIEW ON MICHAEL

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

				CAPTAIN
		Habana, Habana.

EXT. HAVANA STREET - MOVING VIEW - DAY

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

CLOSE VIEW ON MICHAEL

looking out the window.

MICHAEL'S POV

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

MED. VIEW

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

INT. HAVANA CASINO LOBBY - MOVING VIEW - NIGHT

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

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

				MICHAEL
		No, I'm fine.

He leads Michael into the main casino.

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

				MICHAEL
		Very impressive.

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

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

Sam turns to Bussetta and extends his glad-hand.

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

He gets no response whatsoever from Bussetta.

INT. PRESIDENTIAL PALACE - NIGHT

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

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

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

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

VIEW ON THE ENTIRE GROUP

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

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

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

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

MED. CLOSE VIEW ON MICHAEL

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

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

Michael passes the phone on to Roth.

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

General subdued laughter.

A CUBAN STREET - LATE DAY

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

The driver, in turn, leans over to Michael.

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

Michael looks out the window.

MICHAEL'S VIEW

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

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

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

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

CLOSE VIEW ON MICHAEL

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

MED. VIEW

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

EXT. HAVANA COUNTRY CLUB - CLOSE VIEW - DAY

Some glasses; rum is poured into them; then Coca Cola.
Quarter limes are squeezed.

				SAM ROTH (O.S.)
		Rum... Coca Cola...a squeeze of
		fresh lime...

Sam prepares the drinks for his brother, Hyman, and a group
of men, including Michael.

				MAN
		Cuba Libres.

				MICHAEL
		I was told the Cubans now call this
		drink: "La Mentira."

				ROTH
		I still don't speak Spanish, Michael.

				MICHAEL
		It means... "The Lie."

A moment's hesitation, then a few of the men laugh.  Now two
Cubans in white carry a table which has a lovely small cake
on it.

				SAM ROTH
		The cake is here.

They all raise their glasses to the old man.

				EVERYONE
			(ad lib)
		Happy Birthday!

Roth glances at the cake and its inscription, is pleased.

				ROTH
		I hope my age is correct: I am
		always accurate about my age.

Some laugh.  He nods, and they begin to cut it, put a piece
on plates, and carry them to the different men.

				ROTH
		Everything we've learned in Vegas
		is true here; but we can go further.
		The bigger, the swankier, the
		plusher the store, the more a sense
		of legitimacy, and the bigger
		business we do.
			(looking at the plate
			brought to him)
		A smaller piece.  What we've
		proposed to the Cuban Government is
		that it put up half the cash on a
		dollar for dollar basis.
			(accepting a smaller piece)
		Thank you.  We can find people in
		the United States who will put up
		our share for a small piece of the
		action, yet we will retain control.

				ONE OF THE MEN
		How much?

				ROTH
		A hundred million dollars.  But
		only if this Government relaxes its
		restrictions on importing building
		materials; we'll need some new
		laws, too, but that will be no
		difficulty.

				ANOTHER MAN
		What are import duties now?

				ROTH
		As much as seventy percent.  Also,
		I'm working out an arrangement with
		the Minister of Labor so that all
		our pit bosses, stick-men and
		Dealers, can be considered
		specialized technicians eligible
		for two year visas.  As of now
		they're only allowed in Cuba for
		six months at a time.  In short,
		we're in a full partnership with
		the Cuban Government.

VIEW ON MICHAEL

is handed a piece of cake.  Roth moves over to a folder of
documents.

				ROTH
			(continuing)
		Here are applications from Friends
		all over the States.  I understand
		Santo Virgilio in Tampa is trying
		to make his own deal.  Well, the
		Cuban Government will brush him off.
		The Lakeville Road Boys are going
		to take over the Nacionale here.
		I'm planning a new hotel casino to
		be known as Riviera.  The new Capri
		will go to the Corleone Family.

MED. VIEW

The cake is sliced and carried to each of the men.

				ROTH
		Then there's the Sevilla Biltmore;
		the Havana Hilton, which is going
		to cost twenty-four million --
		Cuban banks will put up half, the
		Teamsters will bankroll the rest.
		Generally, there will be friends
		for all our friends including the
		Lieutenant Governor of Nevada;
		Eddie Levine of Newport will bring
		in