Revised by John Logan

"While stands the Colosseum, Rome shall stand.

When falls the Colosseum, Rome shall fall.

And when Rome falls -- the World."

Byron

FADE IN:

EXT. FOREST - DAY

Germania. The far reaches of the Roman Empire.

Winter 180 A.D.

Incongruously enough, the first sound we hear is a

beautiful tenor voice. Singing. A boy's voice.

CREDITS as we hear the haunting song float through dense

forests. We finally come to a rough, muddy road slashing

through the forest. On the road a GERMAN PEASANT FATHER

is herding along three sickly looking cows. His two SONS

are with him. His youngest son sits on one of the cows

and sings a soft, plaintive song.

They become aware of another sound behind them on the road

-- the creak of wood, the slap of metal on leather. The

Father immediately leads his cattle and his sons off the

road. They stand-still, eyes down: the familiar posture

of subjugated peoples throughout history.

A wagon train rumbles past them. Three ornate wagons

followed by a mounted cohort of fifty heavily-armed

PRAETORIAN GUARDS.

The young boy dares to glance up at the passing Romans.

His eyes burn with hatred.

INT. WAGON - DAY

Mist momentarily obscures a man's face. Frozen breath.

The man is in his 20's, imperious and handsome. He is

swathed in fur, only his face exposed. He is COMMODUS.

He glances up.

COMMODUS

Do you think he's really dying?

The woman across from him returns his gaze evenly. She is

slightly older, beautiful and patrician. A formidable

woman.

She is LUCILLA.

LUCILLA

He's been dying for ten years.

COMMODUS

I think he's really dying this time.

A beat. Their breath turns instantly to mist.

COMMODUS

He has to be bled every night now.

LUCILLA

How do you know that?

COMMODUS

I've been so informed.

She arches an eyebrow.

COMMODUS

If he weren't really dying he

wouldn't have sent for us.

LUCILLA

(a smile)

Maybe he just misses us.

COMMODUS

And the Senators. He wouldn't have

summoned them if --

LUCILLA

Peace, Commodus. After two weeks on

the road your incessant scheming is

hurting my head.

A beat.

COMMODUS

The first thing I shall do is honor

him with games worthy of his

majesty.

LUCILLA

The first thing I shall do is have a

hot bath.

The wagon rumbles to a halt. Voices are heard outside.

Commodus leaps out...

EXT. WAGON - OUTPOST - DAY

Three Roman SOLDIERS guard an outpost, a watchtower, on

the roadside.

COMMODUS

Why have we stopped?

PRAETORIAN GUARD MEMBER

We're here, sir.

COMMODUS

(to Soldier #1)

Where is my father?

SOLDIER #1

He's at the front, sir.

COMMODUS

Is the battle won?

SOLDIER #1

Don't know, sir. They've been gone

for eight days.

Commodus tosses off his furs -- beneath them he wears a

beautiful set of Lorica Segmentata -- the traditional

formed armor of Rome. He moves to a horse as:

COMMODUS

(to Soldier #1)

My sister wants a bath, take her to

the camp.

(to Soldier #2)

Take me to my father.

He leaps onto the horse and canters back to the Praetorian

Guard unit.

Soldier #2 climbs on his horse and leads them. Commodus

rides off with most of the Praetorian Guard unit.

Lucilla peeks her head from the wagon. She glances at the

remaining soldiers. Distinctly unpromising.

LUCILLA

(dry)

Civilization at last. Gods preserve

us.

EXT. HILL - TWILIGHT

The mighty catapults dwarf the humans. Soldiers from the

elite Felix Regiment -- a legion of the Roman Army -- haul

the monstrous machines up a hill.

The commanding General of the Felix Regiment, MAXIMUS,

walks between two of the catapults. He is a striking and

intense man in his 30's. Like all the soldiers who

surround him, he is caked with mud and exhausted.

He trudges up the hill with his two lieutenants, TITUS and

QUINTUS.

TITUS

You would do as well to read the

mind of a rhinoceros.

QUINTUS

These barbarians would rather drown

in blood than yield an inch. If I

didn't hate them so much I would

admire them.

They have reached the top of the hill. Stunning martial

preparations are underway. The catapults join ten others.

Archers are taking up position. Brutal "Scorpions" --

devices for firing multiple crossbow bolts -- are being

loaded. Soldiers are also loading the catapults with

enormous "Greek fire pots" -- large, round terra cotta

pots.

Maximus and his lieutenants gaze down from the hilltop.

Below them they can see a German encampment.

TITUS

They simply will not surrender.

A beat as Maximus gazes down at the German position.

MAXIMUS

(quietly)

A people should know when they are

conquered.

A beat.

MAXIMUS

At the first signal release the

catapults. We'll use the cavalry to

cut off the retreat.

QUINTUS

General, I don't recommend that.

Our cavalry might be caught in the

flames.

MAXIMUS

I hope not, because I'm going to be

leading them.

A beat as he gazes down at the enemy.

MAXIMUS

Why don't they know they're already

dead?

EXT. TREES - TWILIGHT

Maximus and Titus are on their horses, the cavalry of two

hundred Felix Regiment warriors surrounds them. Steam

flares from their horses' nostrils. They wait in a thick

stand of trees -- the German position can be seen across a

muddy plain.

A large wolf -- "The Wolf of Rome" -- waits at Maximus'

side.

Maximus nods to an archer. The archer lights the tip of

an arrow and sends it flaming into the night sky.

EXT. HILLTOP - TWILIGHT

Quintus waits. The catapults are loaded and waiting. So

too the Scorpions. So too the 200 archers of the Felix

Regiment.

He sees the flaming arrow flying up from below.

QUINTUS

Now!

The mighty catapults are released. The Greek fire pots

arc dramatically through the air. A moment later soldiers

release the Scorpions and hundreds of bolts streak through

the sky. The archers fire a murderous barrage of flaming

arrows.

EXT. TREES - TWILIGHT

The screaming is almost immediate.

Maximus and his cavalry watch as the fire pots crash down

into the German encampment.

EXT. GERMAN CAMP - TWILIGHT

The fire pots shatter -- pitch splashes everywhere --

seconds later the bolts and flaming arrows slice down and

ignite the pitch -- FLAME EXPLODES -- it is a hellish,

napalm-like vision -- the conflagration illuminating the

twilight.

The deadly rain of flaming arrows spreads terror through

the German camp --

EXT. TREES - TWILIGHT

Maximus watches the German camp.

MAXIMUS

(to his men)

Hold steady... steady...

He can see the nightmare destruction of the encampment

continuing -- fire pots and Scorpion bolts and flaming

arrows -- panic in the German encampment.

MAXIMUS

Steady...

He sees the Germans begin fleeing across the plain. He

quickly raises his sword and whispers a prayer, then turns

to his men:

MAXIMUS

Brothers -- I salute you! For Rome!

He spurs his horse and races out of the trees to the

plain...

EXT. PLAIN - BATTLEGROUND - TWILIGHT

Maximus leads the terrifying and relentless cavalry charge

-- Titus at his side -- the Felix Regiment screams out

fearsome war cries as they gallop across the muddy plain

toward the Germans --

Fire pots and flaming arrows are crashing down everywhere

around them --

The cavalry SLAMS into the Germans at full gallop --

It is carnage.

The Felix Regiment warriors slash ruthlessly with short

swords -- slicing a path of sheer destruction through the

Germans -- but the Germans fight with equal brutality --

and the Germans also fight with the desperation of a

hopeless last chance -- they pull and spear Roman soldiers

off horses whenever they can --

Maximus spins his horse and swings his sword with expert

efficiency -- a spear stabs through the neck of his horse

and it immediately collapses forward --

Maximus sails over the horse's head and crashes to the

muddy ground -- he jumps up and is in the midst of the

battle --

The flaming arrows and exploding fire pots create a

ferocious inferno everywhere around the battle -- the

flames silhouetting the fighting --

On the ground, Maximus proves his absolute worth as a

warrior -- he hacks and dodges -- ghastly images of true

ancient warfare -- Maximus' eyes burn with a zealous fire

as he fights for his life --

He finds he is momentarily at a terrible disadvantage --

Germans are surrounding him from all sides -- as he fights

he looks for an advantage -- for his soldiers -- for

anything -- he is doomed --

Then -- an almost mystical image -- Maximus' wolf leaps

through a wall of flame --

"The Wolf of Rome" savages several Germans around Maximus

-- giving him the help he needed.

The wolf and his master fight, side-by-side.

EXT. HILLTOP - TWILIGHT

We see an old man's face, staring down at the battle. The

face is weather-beaten, ailing. The roaring flames from

the battlefield below flicker in his sad eyes.

MARCUS AURELIUS, the Emperor of Rome, is on a horse. A

metal brace extends from the back of his saddle. He is

strapped to the brace with thick, leather straps.

He watches as the Felix Regiment below concludes the

battle. The cheering of the Regiment can be heard as the

final, isolated pockets of Germans are cut down.

Behind Marcus the sun is setting, painting the world blood

red.

EXT. BATTLEFIELD - SUNSET

Maximus, bloody and spent, walks through the aftermath of

the carnage. The Wolf of Rome is at his side. Dead and

dying by the hundreds are scattered everywhere. Roman

surgeons are attending to the wounded.

Marcus walks to him, embraces him warmly.

MAXIMUS

Caesar.

MARCUS

Maximus, you prove your valor again.

Let us hope for the final time here.

MAXIMUS

I don't think there's anyone left to

fight.

MARCUS

There are always people left to

fight...

Marcus takes Maximus' arm and they walk through the masses

of bodies. Maximus holds Marcus' arm firmly, quietly

supporting him as they walk.

MARCUS

But this night, at least, Germania

is at last defeated... What will you

do now, my friend?

MAXIMUS

Should Caesar permit, I'll go home.

I've been away too long. I've

forgotten my wife's face and I

barely know my son.

Suddenly, a tethered GERMAN PRISONER they are passing

calls out to them:

GERMAN PRISONER

THIS BLOOD MEANS NOTHING, CONQUEROR!

Maximus and Marcus stop. A soldier moves quickly to

silence the German Prisoner.

MARCUS

(to Soldier)

Stop...

(to Prisoner)

... You speak our language?

GERMAN PRISONER

You have been in my homeland for

twelve years. Of course I speak

your language. So did my son, who

you murdered. So did my daughter,

who you raped.

MAXIMUS

(to Marcus)

Come, Caesar...

MARCUS

No. Let him speak...

(to Prisoner)

... I am Rome, what would you say to

me?

GERMAN PRISONER

(points to sunset)

You are that sun, Rome, and your

time is over... You can slit a

thousand throats here, and you can

put a thousand babies to the sword,

but it will always be our home.

MARCUS

Now it is Rome.

GERMAN PRISONER

It will never be Rome. Not as long

as one German breathes.

The soldier moves to kill the insolent Prisoner.

MARCUS

No... Release him. Give him safe

passage. Let him go to his family.

The soldier leads the German Prisoner away.

Maximus and Marcus continue walking in silence for a beat.

Then:

MARCUS

Tell me again, Maximus, why are we

here?

MAXIMUS

For the glory of the empire, sire.

MARCUS

(quietly)

Yes. I remember.

They continue walking through the mountains of bodies...

EXT. ROAD - SUNSET

Maximus and Marcus are now walking along a road through

the dense forest. Slaves follow behind them, leading

their horses.

Both sides of the road are filled with the men of the

Felix Regiment. As Maximus and Marcus pass, the battered

and bloody soldiers drag themselves to their feet, raising

their swords, paying silent homage.

MAXIMUS

They honor you, Caesar.

MARCUS

I don't think they're standing for

me, Maximus. They honor you.

Just then Commodus canters into view with his Praetorian

Guard escort. He watches the army honor Maximus with rank

envy as he nears.

He rides up to Maximus and Marcus.

COMMODUS

Have I missed it?

He leaps from his horse.

COMMODUS

Have I missed the battle?

MARCUS

You've missed the war. We're done

here.

Commodus embraces him, awkward.

COMMODUS

Father. Congratulations. I shall

sacrifice a thousand doves to honor

your triumph.

MARCUS

Spare the doves and honor Maximus,

he won the battle.

Commodus embraces Maximus, even more awkward.

COMMODUS

General, Rome salutes you and I

embrace you as a brother.

MAXIMUS

Highness.

They walk, Maximus still supporting Marcus, as:

COMMODUS

Your Spaniards seem invincible. May

the Gods favor the Felix Regiment

now and always...

(to his father)

Here, Father, take my arm.

MARCUS

(ignores this)

Where's your sister?

COMMODUS

She's at the camp. She had no

desire to see the gore of the

battlefield.

MARCUS

(smiles)

Lucilla would eat every corpse here

if it brought her one step closer to

the throne.

Maximus laughs.

MAXIMUS

(smiles)

Caesar, you do the lady injustice.

MARCUS

It's a foolish old cobra who doesn't

recognize his own off-spring...

(he suddenly stops,

not feeling well)

I think... I should ride now.

Maximus waves for Marcus' horse. It is brought up.

Several soldiers carefully help the old man into the

saddle. He is then tethered to the brace on his saddle.

It is a slow, graceful and embarrassing ordeal for the

Emperor of Rome.

When at last he is strapped in, he looks to Maximus.

MARCUS

So much for the glory of Rome.

Without a word to his son, Marcus nods and the horse is

slowly lead away.

Commodus and Maximus watch him go.

COMMODUS

(neutral)

He's dying.

A beat.

COMMODUS

Poor old man.

MAXIMUS

(terse)

If you'll excuse me, Highness.

He turns and stalks away.

EXT. TENT CITY - NIGHT

We see the Roman encampment, a sea of tents. Hundreds of

campfires burn before the tents.

INT. HOSPITAL TENT - NIGHT

Maximus enters a large tent and is met by a spectacle of

the dead and dying. Roman surgeons are working feverishly

to save lives. Limbs are amputated, the bloody stumps

quickly cauterized with hot irons. Leeches and bronze

cups are employed for blood-letting to balance "humours."

Anesthesia as we know it is nonexistent. Wine amphoras

are passed around and orderlies fan narcotic smoke toward

the patients. Mostly, though, they just hold down the

writhing patients.

Maximus moves through the tent, offering a word of comfort

here and there. All the wounded are delighted to see him.

He goes to an older soldier, GALLUS, who has one wooden

hand. His other hand is bandaged.

MAXIMUS

What, Gallus, losing your other

hand?

GALLUS

Aye, General, they're going to make

a bronze one for it. Long fingers

this time.

MAXIMUS

And the women of your village will

crave your touch even more.

GALLUS

Ah, then you know the women of my

village.

Maximus smiles and moves on.

He stops at a young soldier, VALERIUS, whose head has been

shaved. A hole has been bored into his skull to relieve

the pressure on his brain. The young soldier is dying.

MAXIMUS

What's your name, son?

VALERIUS

Valerius, General.

MAXIMUS

The name suits you.

VALERIUS

Why am I dying?

A beat. Maximus sits by his cot. He takes Valerius'

hand.

MAXIMUS

You're dying because you love Rome,

as I do.

VALERIUS

I've never been to Rome.

MAXIMUS

Neither have I. Rome for us lives

here...

(he touches his

heart)

... it's a thing inside us that came

from our ancestors and that we give

to our children.

VALERIUS

It must be glorious, Rome. I've

only seen pictures. Is it a

glorious place?

A beat.

MAXIMUS

Yes, it's a glorious place.

VALERIUS

It must be.

He smiles. And he is dead.

Maximus sits for a moment. He gently closes Valerius'

eyes. And Maximus finds that he is weeping.

He is not ashamed of the tears.

INT. MESS TENT - NIGHT

An immediate swirl of noise. The grand mess tent is

crowded with soldiers. They are still filthy with caked-

on mud and blood. Wounds are bandaged and tankards are

raised in celebration of the victory.

Marcus sits in a central position and receives visitors.

Currently two Senators, FALCO and GAIUS, are bowing before

him.

FALCO

Hail, Marcus Aurelius.

MARCUS

Stand up, Senators. That unfamiliar

posture doesn't suit you.

GAIUS

We live in supplication to your

glory.

MARCUS

All the while conspiring with that

fat man in Rome. How is the old

monster?

GAIUS

Senator Gracchus is hale, sire.

MARCUS

Still damning me to the four winds?

GAIUS

Still eager for your triumphant

return to Rome, Caesar.

MARCUS

I would have silenced him decades

ago -- but I just like him too much.

Meanwhile, Maximus stands with his lieutenants, Titus and

Quintus. A wound on Maximus' arm has been bound.

MAXIMUS

(to Titus)

If you want to stay on, I support

you. So do the men. I'll ask the

Emperor to appoint you in my place.

TITUS

It won't be the Felix Regiment

without you.

MAXIMUS

I'll return after a season at home.

Maybe two.

QUINTUS

That means after three or four more

babies.

TITUS

And you'll be too fat from Vibia's

cooking to get on your horse by

then.

MAXIMUS

Should the Gods so bless me. I

would be thankful.

Commodus perambulates up to them.

COMMODUS

Hail, warriors. My congratulations.

TITUS AND QUINTUS

(bowing)

Highness.

COMMODUS

(to Maximus)

My old friend, my father tells me

you're returning to Spain?

MAXIMUS

Yes.

COMMODUS

A pity. I'll need men like you in

my army...

An awkward glance between the soldiers. This sort of talk

is offensively premature.

COMMODUS

There are larger division that might

appeal to you. Even the Praetorian

Guard. You've never been to Rome.

Imagine arriving as head of the

Praetorians! They have really

splendid uniforms.

MAXIMUS

(cold)

I'm going home.

Senators Gaius and Falco join them.

GAIUS

(to Maximus)

... And why not apply for entry to

the Senate?

FALCO

A war hero with a handsome face and

a strong heart could go far.

COMMODUS

General Maximus, may I present

Senators Gaius and Falco. Beware of

this Gaius, he'll pour a honeyed

potion in your ear and you'll wake

up one day and all you'll say is

"Republic, Republic, Republic..."

Laughter.

FALCO

Have you never considered Rome?

MAXIMUS

No.

COMMODUS

You've had my ear since we were

children. You could be a valuable

ally in the Senate.

GAIUS

Are you a believer in Republicanism?

COMMODUS

(laughs)

There -- I warned you.

MAXIMUS

I'm a soldier, not a politician.

Meanwhile, a dark eye is studying the men through a hidden

slit in the tent wall. The eye is particularly drawn to

Maximus.

GAIUS

If your heart lies with the people,

I would back you for the Senate.

I'm sure Gracchus would as well.

COMMODUS

Not a word about that sodomite

bastard.

GAIUS

(smiles to Maximus)

The august Senator Gracchus has been

rather a gadfly on the flesh of the

imperial family.

FALCO

He's a damned provocateur.

GAIUS

He lives under the antiquated

assumption that the Senate should

represent the people with vigor.

COMMODUS

I won't tolerate it. His incessant

criticism exhausts me. The man can

speak for five hours without taking

a breath.

GAIUS

He serves Rome best when he serves

it with honesty.

COMMODUS

(sharply)

Enough... Maximus, I would like to

inspect the Felix Regiment at dawn.

Please arrange it.

MAXIMUS

I can't do that.

COMMODUS

Excuse me?

MAXIMUS

My men have been fighting for five

solid days. They're too busy dying

to go on dress parade.

A beat. Commodus' eyes flash fire at this public rebuke.

He very quickly gets control.

COMMODUS

(smiles)

Of course, how foolish of me. Some

other time...

He notes his father being helped out of the tent by

several body slaves.

COMMODUS

Caesar retires early tonight.

INT. TENT CORRIDOR - NIGHT

Marcus is helped out of the mess tent into a tent corridor

attached.

He sees his daughter Lucilla in the corridor, spying in

through the slit in the tent wall. He watches her,

smiles.

MARCUS

If only you had been born a man...

She turns to him. He leaves his body slaves and goes to

her.

LUCILLA

Father.

MARCUS

What a Caesar you would have made.

LUCILLA

You're right.

MARCUS

I think you would have been strong.

I wonder if you would have been

just?

LUCILLA

I would have been what you taught me

to be.

A beat. They stare at each other. He finally smiles.

MARCUS

Well, pretend to be my loving

daughter tonight and walk with me to

my chamber.

She smiles and takes his arm. They slowly walk down the

tent corridor as:

MARCUS

This is a pleasant fiction, isn't

it?

They disappear into darkness.

EXT. TENT CITY - DAWN

Maximus is slogging through the mud and snow that blankets

the Rome camp. He stops to observe an unusual sight.

Commodus is stripped almost naked, his chiseled body

covered in a fine sheen of sweat. He and his six

CENTURION BODY GUARDS are going through their daily

ritual. They defy the sub-zero temperatures and hack at

small trees with swords.

It is an eerie, zen-like workout. Commodus' intense

concentration is unnerving.

Maximus watches for a moment then moves on. He approaches

a large network of tents. He enters.

INT. MARCUS' TENT - DAY

Maximus enters Marcus' darkened tent. Flickering braziers

provide the only light in the enormous Imperial tent.

Heavy beams support the canopy and they creak like the

timbers of a ship as the tent sways slightly in the wind.

Marcus stands before a map of the Roman Empire.

MAXIMUS

(bows)

Caesar.

Marcus holds out a scroll.

MARCUS

Read this.

MAXIMUS

I never acquired the art, sir.

MARCUS

Of course. No matter. In this

letter I denote my intention to

nominate you to stand for the

Emperorship after my death.

A stunned pause. Maximus stares at him.

MARCUS

My son is not a moral man. You have

known this since you were young. He

cannot rule.

MAXIMUS

Caesar, I am honored but --

MARCUS

For twenty years I have been

spilling blood. For twenty years I

have written philosophy and

ruminated and conquered. Since I

became Caesar I have only had four

years without war. Four years of

peace in twenty. So perhaps I can

be... forgiven.

A long beat.

MARCUS

While I have been fighting, Rome has

grown mad and corpulent and

diseased. I did this. And now I

shall make it right.

MAXIMUS

Sire, you brought the light of the

Gods to barbarian darkness. You

brought civilization and justice to

the farthest --

MARCUS

(fierce)

I have brought the sword -- nothing

more! Rome is far away and we

shouldn't be here. What matter is

it to the Gods if we subdue one more

tribe of Parthians or Gauls? What

matter is it to Rome if a thousand

more barbarians bend to our lash?

A beat.

Marcus sits. He doesn't look at Maximus.

A pause.

MARCUS

Winter, Maximus. It's winter now...

A beat.

MARCUS

There was a dream that was Rome. I

can only whisper of it now.

Anything more than a whisper and the

dream vanishes. It's so... fragile.

The true glory of Rome is in a very

fragile idea. Imagine a place

devoted to the rights of the

citizen. Where every free man has a

voice. That was the dream... And I

fear it will not survive the winter.

He holds out a hand to Maximus. Maximus takes his hand,

deeply moved, kneeling.

MARCUS

Let's just whisper here, you and I.

MAXIMUS

Yes, Caesar.

MARCUS

If the dream is ever to live again

the people must have a true voice.

The voice I took from them. That

all the Caesars took from them, bit

by bit, conquest by conquest. And

now that I am dying I am going to

give them that voice again.

MAXIMUS

You're not dying.

MARCUS

I am, Maximus. It's strange... I

find as I near the end I think

little of the waning moments around

me... instead I think much of the

past... and of the future. How will

the world speak my name in years to

come? Will I be known as the

philosopher? The warrior? The

tyrant? Or will there be a more

golden sounding to my name? Will I

be the Emperor who gave Rome back

her freedom?

A beat.

MARCUS

Before I die I will give the people

this final gift. I will give them

the Senate reborn. The voice of the

people empowered again, as it was

always meant to be. It is my design

that they will elect the next

Emperor. And I would put forward

your name with my backing.

MAXIMUS

Caesar, you do me honor -- but your

son has pride of place for

succession.

MARCUS

You are the son I should have had...

Although I fear in my deepest heart

that if you had truly been my son my

blood would have polluted you as it

did Commodus. We're a cursed

bloodline. We have lived so long in

power and depravity that we no

longer remember a life without it.

We can no longer even imagine a life

without it.

A beat.

MARCUS

Look at me, son.

Maximus looks at him.

MARCUS

Son... I know that one grove of your

vineyard is worth more to you than

all the treasures of Rome. I know

one loving word from your wife is

worth more than the accolades of an

Empire. But... a fond old man, who

loves you more than he can say, begs

you to at least think about what he

has said tonight.

MAXIMUS

I shall, Caesar.

A beat.

MARCUS

I'll keep this letter to myself. I

hope that with the sunrise you will

agree. And embrace me as a father.

Maximus nods and rises. He begins to go. Stops.

MAXIMUS

You have always been my father.

He goes.

INT. TENT CORRIDOR - DAY

Maximus emerges from Marcus' tent into a long tent

corridor, deep in thought.

LUCILLA'S VOICE

He always favored you...

He turns. Lucilla is waiting. She glides to him.

LUCILLA

Even over his son.

MAXIMUS

(turning away)

That's not true.

LUCILLA

Maximus, stop...

(he stops)

Let me see your face.

He turns to her.

LUCILLA

You've been crying.

MAXIMUS

I lost too many men.

LUCILLA

What does my father intend?

He turns and walks. She walks with him.

MAXIMUS

I don't know.

LUCILLA

You're lying. I could tell when you

were lying even when we were

children. You hate it.

MAXIMUS

I never acquired your comfort with

it.

LUCILLA

True. But then you never had to.

Maximus, stop...

(he stops again)

... Is it really so terrible seeing

me again?

MAXIMUS

No. I'm sorry. I'm tired from the

battle.

LUCILLA

And you are hurt to see my father

dying.

A beat.

LUCILLA

He will announce Commodus'

succession. That's why he summoned

us. Will you serve my brother as

you served his father?

MAXIMUS

I will always serve the ideals of

Rome.

A beat.

LUCILLA

Do you know I still remember you in

my prayers...? Oh yes, I pray...

Ever since that day you saved me

from drowning off Capri. Do you

remember?

MAXIMUS

Yes.

LUCILLA

Commodus was so angry that a mere

peasant -- a Spaniard no less --

touched the royal person, do you

remember his anger?

MAXIMUS

Yes.

LUCILLA

Mark this, Maximus: that is the man

who will be Emperor.

A beat.

MAXIMUS

May I be permitted to go, Highness?

She smiles sadly.

LUCILLA

There was a time when you didn't

call me "Highness."

MAXIMUS

And there was a time when you were

just a little girl drowning in the

sea. All that was a different life.

LUCILLA

(quietly)

Very different... I wonder if it was

better?

MAXIMUS

It was more honest.

A moment between them. We sense there is much to be said,

much that could be said.

Finally:

MAXIMUS

I thank you for your prayers.

He goes. She watches him walk away.

INT. MAXIMUS' TENT - NIGHT

Maximus kneels before a small altar in his tent. He faces

six small figures that represent his dead ancestors.

MAXIMUS

Ancestors, true bloodline, I ask you

for your guidance. Bring me your

solace and your wisdom. Blessed

Mother, come to me in my dreams with

the Gods' desire for my future.

Blessed Father, watch over my wife

and my son with a ready sword. Keep

them safe until my return. Whisper

to them in their sleep that I live

only to hold them again and all else

is dust and air. Ancestors, true

bloodline, I honor you and will try

to live with the dignity you have

taught me.

He looks at his "ancestors" for a moment and then blows

out the candles around them.

INT. MARCUS' TENT - NIGHT

Commodus' eyes are red with weeping. He sits, head down,

at the foot of Marcus' bed and speaks to his father.

COMMODUS

(quietly)

I search the faces of the Gods for

ways to please you... to make you

proud... and I can never do it. One

kind word -- one full hug where you

pressed me to your chest and held me

tight -- would have been like the

sun on my heart for a thousand

years... What is it in me you hate

so much? My eyes are your eyes. My

hands are your hands. All I have

ever wanted was to live up to you.

Caesar. Father.

He stands. We see that he is holding the scroll denoting

Marcus' intention to nominate Maximus as Emperor to the

Senate. Commodus cannot control his tears.

COMMODUS

Why does Maximus deserve what I

could never have? -- Why do you love

his eyes over mine? -- I would

butcher the whole world -- if you

would only love me...

Commodus weeps.

INT. MAXIMUS' TENT - NIGHT

Quintus is waking Maximus --

QUINTUS

General -- Maximus --

MAXIMUS

Quintus -- ?

QUINTUS

The Emperor needs you. It's urgent.

Maximus leaps up and throws on a cloak, strides out with

Quintus...

EXT. TENT CITY - NIGHT

Dead of night. Maximus and Quintus stride quickly through

the sleeping camp toward Marcus' tent.

MAXIMUS

What is it? Is he ill?

QUINTUS

I don't know...

They continue on toward Marcus' tent.

INT. MARCUS' TENT - NIGHT

Maximus and Quintus stride into the tent -- Maximus slams

to a halt. Stunned.

Commodus stands before him. Lucilla stands in a corner of

the tent, head down.

And Marcus Aurelius dead, lying on his bed.

Maximus stares at Marcus.

COMMODUS

Lament with me, brother, our great

father is dead. I want --

Maximus, not even hearing, steps past him to Marcus.

He stands for a moment and then slowly kneels before

Marcus and gently kisses the old man's forehead. A ritual

farewell.

A moment of silent mourning and then Maximus stands. He

turns very, very slowly to Commodus.

COMMODUS

General, the Gods' have taken the

great man and left me alone. My

first desire as Emperor is that you

take my hand in friendship. I need

you at my side, Maximus, at this

moment above all others. Stand with

me.

Maximus glares at him:

MAXIMUS

How did he die?

Commodus does not respond.

MAXIMUS

How did he die?

COMMODUS

The surgeons say it was his breath

that gave out.

Maximus glances to Lucilla, she avoids his eyes.

COMMODUS

Take my hand, Maximus. I only offer

it once.

A beat.

Maximus turns back to Marcus.

MAXIMUS

How will the world speak your name

now, old man?

Without a glance to Commodus, he stalks out.

A silent beat. Then Commodus nods to Quintus. Quintus

goes.

Lucilla looks at Commodus for a long moment, her face an

enigmatic tornado of complex emotions.

Then:

LUCILLA

Hail, Caesar.

INT. MAXIMUS' TENT - NIGHT

Maximus is kneeling before his ancestors, head down, his

fists clenched, praying.

Quintus and four Praetorian ASSASSINS suddenly burst in --

the assassins move immediately to bind Maximus -- swords

at his throat --

MAXIMUS

What -- ?!

QUINTUS

(ashamed)

Please don't fight, Maximus --

MAXIMUS

Quintus --

Quintus goes to Maximus' armor, which hangs nearby, and

slowly removes his seal of office.

QUINTUS

I'm sorry, General, Caesar has

spoken.

They pull Maximus out --

EXT. MAXIMUS' TENT - TENT CITY - NIGHT

Five horses are waiting.

MAXIMUS

Quintus, what -- ?

QUINTUS

(anguish)

I have no choice --

They are almost run over by a stern cohort of twenty

Praetorians who gallop past. Maximus knows immediately

what this means.

MAXIMUS

(suddenly)

My family?!

A beat.

MAXIMUS

What about my family, Quintus?

QUINTUS

(quietly)

They will greet you in the

afterlife.

Maximus lunges at him -- the Praetorians subdue him --

slamming him with a sword hilt -- knocking him

unconscious.

QUINTUS

(quietly, to

assassins)

Take him as far as the sunrise and

then kill him.

EXT. FOREST ROAD - DAWN

The four Praetorian assassins lead Maximus along a road.

He sits slumped in his saddle, drained.

ASSASSIN #1

All right, this is far enough.

The three other assassins climb from their horses.

Assassin #2 pushes Maximus from his horse. He falls to

the ground hard.

ASSASSIN #1

You two take him down there where no

one will find him.

ASSASSIN #3

Come on, General...

Assassin #3 and Assassin #4 drag Maximus down a densely

forested hill along the road. Maximus' hands are still

bound in front of him. He seems totally lacking in any

resistance.

EXT. FOREST - BELOW THE ROAD - DAWN

Maximus eyes the two assassins as they troop down the

hill away from the road, he notes their sparkling armor.

The armor of men who have never seen real battle.

MAXIMUS

Have you ever done this before?

ASSASSIN #3

What?

MAXIMUS

Killed a man with a sword?

ASSASSIN #3

Not like this, exactly... this is

good, you can stop.

They stop. They are far down the hill, out of sight of

the road.

MAXIMUS

It can be very messy -- you could

get blood all over your armor. You

don't want to hack me up now. You

want one clean stroke.

ASSASSIN #3

Would you kneel, General?

Maximus kneels, his whole body secretly coiling. Assassin

#3 stands over him as:

MAXIMUS

One good stroke -- you do know

where, don't you?

ASSASSIN #4

Be quiet.

MAXIMUS

If you miss the spot there'll be

blood everywhere. Quite a spray.