Anastasia



(FADE IN A TINY MUSIC BOX) (CLOSE-UP)

(The delicate box is set on a brocaded pillow. We PULL BACK to see:)

(THE PILLOW is carried by a pair of hands.)

(PULL BACK to see a BUTLER, he carries the Music Box on uts pillow. He rushes down a grand curving staircase, past other servants to.

(THE FRONT DOOR. He races out the front door, careful to balance his precious cargo on the pillow.)

EXT. MANSION - EVENING

(a horse-drawn carriage stands outside, An ESCORT of COSSACKS on horseback wait, horses impatient, steam shooting from their nostrils, hooves prancing. The Butler comes out with the box on the pillow, carrying it to.)

(AN ELDERLY WOMAN)

(She stands regally beside the carriage door, dressed in full evening clothes. This is the EMPRESS MARIE. The Butler BOWS as he presents the box. She takes it from the pillow and puts it  carefully in her beaded clutch. The Butler retreats.

(A FOOTMAN opens the carriage door, and Marie climbs inside. As soon as the door closes, the carrige takes off, preceeded by the thundering Cossack horses.)

EXT ST. PETERSBURG - NIGHT

(Marie's carriage races through the streetm her HONOR GUARD of HORSEMEN cutting a path ahead of her.)

FOOTMAN: Your highness... (ha)...

MARIE (OS): There was a time, not very long ago, when we lived in an enchanted world of elegant palaces and grand parties.

EXT. PALACE - NIGHT

(The gates SWING OPEN for Marie's carriage. The palace is lit up, with opulently dressed partygoers streaming inside. They bow as Marie's carriage pulls up.)

MARIE (OS CONT'D): The year was nineteen hundred and sixteen....

(THE PALACE DOORS swing open. MUSIC pours out, and sounds of gaiety. Marie sweeps inside, dancing couples BOWING as she passes.)

MARIE (OS CONT'D):...and my son Nicholas, was the Czar of Imperial Russia.

MOVE INTO PALACE

INT. CATHERINE PALACE - NIGHT

(Elegant ROYALISTS, in 17th century costumes, waltz in the MAIN HALL as an ORCHESTRA plays. NICHOLAS DANCES WITH ANASTASIA, 8, graceful and spirited. Father and daughter are the couple of the monet - all eyes adore them.)

MARIE: Hello darling

MARIE (OS): We were celebrating the three hundredth anniversary of our family's rule...

NICHOLAS: (LAUGHTER)

ANASTASIA: Oh Papa!

MARIE (OS CONT'D): ... and that night, no star burned brighter than that of our sweet Anastasia, my youngest granddaughter.

(ANGLE ON MARIE - THE DOWNAGER EMPRESS)

(Smiling as she watches her granddaughter dancing with her father. Anastasia, her dance finished, lightts up at seeing her grandmother, runs to her.)

MARIE (OS CONT'D): She begged me not to return to Paris - so I had a very special gift made for her....

ANASTASIA: Gasp!

MARIE (OS CONT'D): ... to make the seperation easier for both of us.

(Marie hands her a beautiful MUSIC BOX. A servant boy named DIMITRI, 10, enters through a secret opening in the wall behind Marie's chair, to eavesdrop.)

ANASTASIA: For me?! Is it a jewelry boc?!

(a kitchen servant catches Dimitri spying.)

SERVANT: Dimitri, you belong in the kiktchen.

DIMITRI: Let go!

(Unnoticed by Anastasia and Marie, the boy is dragged quickly into the secret door.)

MARIE: Look.

(Marie takes out a key, a small silver flower on a neck chain. She puts it into the back of the music box, and winds it.)

MUSIC BOX THEME

ANASTASIA: (whispering) It plays our lullaby!

MARIE: MMHMM you can play it at night before you go to sleep. And pretend that it's me singing. (singing) ON THE WIND, CROSS THE SEA, HEAR THIS SONG AND REMEMBER. SOON YOU'LL BE HOME WITH ME ONCE UPON A DECEMBER.

(Marie hands Anastasia the key)

MARIE (CONT'D): Read what it says.

(CLOSE on MUSIC BOX KEY bearing the inscription "Together in Paris.")

ANASTASIA: "Together in Paris." Really? Oh, Grandmama.

(Marie smiles and nods. They embrace.)

(Marie and Anastasia hear a startled GASP from the crowd and the room falls silent.)

(THE CROWD parts before a dark figure. A BAT swoops down, landing on he dark figures shoulder.)

(THE DARK FIGURE is RASPUTIN, stalking through the crowd, people falling back in fear and surprise, crushing a champagne glass underfoot.)

MARIE (OS): But we would never be together in Paris. For a dark shadow had descended upon the house of the Romanovs. His name was Rasputin. We thought he was a Holy Man. But he was a fraud, power-mad and dangerous.

(Rasputin has reached the Czar, who alone stands firm before him. BARTOK, the bat, is perched on Rasputin's shoulder like a twisted parody of a parrot.)

NICHOLAS: How dare you return to the palace.

RASPUTIN: But I am your confidante

NICHOLAS: Confidante, Ha, you are a traitor. Get out!!

RASPUTIN (CONT'D) (to Nicholas): You think you can banish the Great Rasputin? By the unholy powers vested in me. I who will banish you with a curse.

ANASTASIA: GASP!

YOUNG DIMITRI: GASP!

MARIE: GASP!

RASPUTIN (CONT'D) (to Nicholas):... mark my words. You and your family will die within the fortnight. I will not rest until I see the END OF THE ROMONOV LINE FOREVER.

(He raises the RELIQUARY, sending a bolt of lightning to the Chandelier which crashes to the floor. When light is restored, Rasputin is gone.)

(RASPUTIN (FLASHBACK) Rasputin, kneeling in a sorcerer's circle, cowers as a huge, shadowy figure appears above him.)

MARIE (0S): Consumed by his hatred for Nicholas and his family, Rasputin sold his soul for the power to destroy them.

(Rasputin raises his arms in supplication. A shadow, like smoke in a windstorm, leaves Rasputin, sucked toward the terrible figure. As his soul leaves him, he BECOMES A SKELETON! Then the RELIQUARY materializes in mid-air before Rasputin's skeleton. It reaches out, grasps it, and Rasputin RESUMES HIS FORM. We PULL IN CLOSE on the Reliquary in his hand.)

X-DISSOLVE TO: THE RELIQUARY in Rasputin's hand

PULL BACK to reveal. EXT. RASPUTIN AT THE PALACE GATES – NIGHT

(He holds the Reliquary aloft. The locked gates hold back the crowd of demonstrators.)

RASPUTIN (to Reliquary): Go fulfill your dark purpose, and seal the fate of the Czar and his family once and for all.

(SMOKE wisps from the top of the Reliquary, assuming the form of Rasputin's MINIONS. The Minions attack the chain holding the gate shut, breaking it, letting the demonstrators pour into the palace.)

MARIE (OS): From that moment oft the spark of unhappiness in our country was fanned into a flame that would soon destroy our lives forever.

(A BRICK smashes the glass window of the palace. Crowd with rifles storming the palace grounds.)

INT. PALACE

(ROMONOV FAMILY in nightclothes, running down a hallway.)

NICHOLAS: Hurry children!

(Anastasia stops in her tracks, as her family continues down the hallway.)

ANASTASIA: My music box!

(Marie tries to stop her from running back down the hallway to get it - but can't. She follows her.)

INT.

MARIE: Anastasia! Come back, come back! Anastasia!

ANASTASIA'S BEDROOM

(Anastasia grabs her music box as Marie rushes in. SHOTS are heard. Dimitri bursts in from wall panel.)

BARTOK: GRUNT (on impact of landing on window sill)

MARIE: Please hurry!

DIMITRI: Come this way, out the servants quarters.

(LOUD RIFLE)

MARIE: Hurry Anastasia!

(Marie enters the secret doorway. Dimitri shoves Anastasia in behind her, accidentally knocking THE MUSIC BOX OUT OF HER HAND.)

BARTOK: Rasputin, she's getting away.

ANASTASIA: My music box.

(Alarmed Bartok watches Anastasia escape.)

DIMITRI: Go, go!

(He pushes her through as ANGRY REVOLUTIONARIES BURST IN the door. He slams the panel shut and puts his body in front of it.)

QUICK CUT TO:

(Bartok, seeing Anastasia and Marie escape, flies off looking for Rasputin.)

GUARD: Comrades, in here.

(A HUGE REVOLUTIONARY approaches Dmitri and slaps him hard.)

GUARD: Where are they boy?

(The guard knocks him to the floor with the butt of his rifle. Dimitri, chin bleeding and on the floor, reaches unnoticed for Anastasia's music box.)

DIMITRI: Uh, ah (Moans).

EXT. FROZEN RIVER

(With the palace in FLAMES behind them, Marie is running with Anastasia across the ice. it is very cold, the women are not dressed for it. They pass under a bridge.)

ANASTASIA: Grandmama!

MARIE (OS): Keep up with me, darling!

(The little girl looks behind her and gasps.)

(ANGLE on Rasputin, leaping down upon them from atop the bridge, landing hard on the ice, grabs a hold of Anastasia's ankle and won't let go.)

RASPUTIN: Yaeee

ANASTASIA: Aah! !

RASPUTIN: ... ya..ha..

(Marie sees the evil holy man.)

MARIE: Rasputin!

ANASTASIA: Let me go, please!

RASPUTIN: (thrashing in the water) You'll never escape me, child, NEVER!

ANASTASIA: Oh, let me go!

(The ice breaks beneath him and he falls into the river. Anastasia wrenches herself free, and sees Rasputin thrashing about in the water. He's going down, and they lock eyes for a moment, his glowing, hypnotic eyes full of rage and fury. He calls out to the Bat.)

RASPUTIN: Bartok!

BARTOK: Master!

RASPUTIN: Bartok!

BARTOK: Oh ...

(Anastasia breaks the gaze and runs away.)

(Rasputin's fingernails - digging into the ice, can't find purchase. He is slowly dragged under. One last desperate reach out of the water, and Rasputin is sucked under by the current.)

(ANGLE on Reliquary - All that's left of Rasputin, rolling away from the hole in the ice. Bartok swoops down, scooping it up, and disappears into the black night.)

EXT. TRAIN STATION – NIGHT

(MASS CONFUSION as people shove to get on the train. Marie and Anastasia race to get on, fighting their way through the frightened crowd.)

MARIE: Anastasia hurry, hurry!!

(PASSENGERS pull Marie on board the train and Anastasia is running to catch up.)

ANASTASIA: Grandmama!!

MARIE: Here take my hand. Hold on to my hand!

(Anastasia reaches up and takes Marie's hand. She is desperate, frightened.)

ANASTASIA: Don't let go!

(CLOSE on the TWO HANDS, then suddenly, her small hand slips from Marie's grasp and falls out of the frame.)

MARIE (OS): AH ... ANASTASIA!

(Anastasia has stumbled, hitting her head on the ground)

ANASTASIA: AH ...

MARIE: ANASTASIA!

(Marie tries to jump off the train, but is held back by the OTHER PASSENGERS. She watches as the view of her granddaughter is obscured by a sea of humanity disappearing in the distance.)

MARIE (OS): So many lives were destroyed that night. What had always been was now gone forever. And my Anastasia, my beloved grandchild ... I never saw her again.

CUT TO: EXT. STREETS OF ST. PETERSBURG - TEN YEARS LATER

(People wait in long lines in a gray, cold winter.)

A RUMOR IN ST.PETERSBURG

PEOPLE IN LINE (Various solos)

RUSSIAN MALE CHORUS (OS)AAHH

AN OLD WOMAN: PETERSBURG IS GLOOMY

A YOUNGER WOMAN: PETERSBURG IS BLEAK!

A SHIVERING MAN: MY UNDERWEAR GOT FROZEN STANDING HERE ALL WEEK!

A GROUP: OH, SINCE THE REVOLUTION, OUR LIVES HAVE BEEN SO GRAY.

ALL: THANK GOODNESS FOR THE GOSSIP THAT GETS US THROUGH THE DAY! HEY! HAVE YOU HEARD THERE'S A RUMOR IN ST. PETERSBURG? HAVE YOU HEARD WHAT THEY'RE SAYING ON THE STREET? ALTHOUGH THE TSAR DID NOT SURVIVE ONE DAUGHTER MAY BE STILL ALIVE- THE PRINCESS ANASTASIA!

FRIGHTENED MAN: BUT PLEASE DO NOT REPEAT!

ALL:IT'S A RUMOR, A LEGEND, A MYSTERY! SOMETHING WHISPERED IN AN ALLEYWAY OR THROUGH A CRACK! IT'S A RUMOR THAT'S PART OF OUR HISTORY.

BABUSHKA: THEY SAY HER ROYAL GRANDMAMA WILL PAY A ROYAL SUM

ALL: TO SOMEONE WHO CAN BRING THE PRINCESS BACK!

(We go to a seedy corner of the town, where black marketers ply their wares. Some are selling remnants from the ransacked palace. VLADIMIR waits nervously while Dimitri, now 20, haggles with a scary looking GANGSTER.)

BLACK MARKETERS (VARIOUS SOLOS): PSST! Over here! Fell off the truck, Big bargain!

DIMITRI: (whistle) VLAD!

VLADIMIR: Dimitri! I've got my part done.


 * 1: A RUBLE FOR THIS PAINTING! IT'S ROMANOV, I SWEAR!


 * 2: COUNT YUSOPOV'S PAJAMAS! COMRADES, BUY THE PAIR!


 * 3: (holding a ratty fur hat), I GOT THIS FROM THE PALACE, IT'S LINED WITH REAL FUR.

BLACK MARKETERS: IT COULD BE WORTH A FORTUNE IF IT BELONGED TO HER!

(Dimitri rejoins Vladimir.)

VLADIMIR: Well Dimitri, I got us a theater.

DIMITRI (grins): Everything's going according to plan. All we need is the girl. Just think, Vlad, no more forging papers, no more stolen goods. We'll have three tickets out of here. One for you, one for me and one for Anastasia.

DMITRI (singing) IT'S THE RUMOR, THE LEGEND, THE MYSTERY! IT'S THE PRINCESS ANASTASIA WHO WILL HELP US FLY! YOU AND I, FRIEND, WILL GO DOWN IN HISTORY! WE'LL FIND A GIRL TO PLAY THE PART, AND TEACH HER WHAT TO SAY. DRESS HER UP AND TAKE HER TO PAREE IMAGINE THE REWARD HER DEAR OLD GRANDMAMA WILL PAY!

D'MITRI (CONT'D): WHO ELSE COULD PULL IT OFF BUT YOU AND ME! WE'LL BE RICH

VLADIMIR: WE'LL BE RICH!

D'MITRI: WE'LL BE OUT!

VLADIMIR: WE'LL BE OUT!

BOTH: AND ST. PETERSBURG WILL HAVE SOME MORE TO TALK ABOUT!

VLADIMIR: Yaah ...

DIMITRI: Yaah

(WIDEN away from Dimitri and Vlad to see they're only one small group in a giant city where all are concerned with one thing.)

ALL: SSH! (Softly) HAVE YOU HEARD? THERE'S A RUMOR IN ST. PETERSBURG! HAVE YOU HEARD WHAT THEY'RE SAYING ON THE STREET? (LOUD) HEY! (whispers) HEY! (whispers) HEY! HAVE YOU HEARD THERE'S A RUMOR IN ST. PETERSBURG! HAVE YOU HEARD

A DELIGHTED GOSSIPER: COMRADE, WHAT DO YOU SUPPOSE?

ALL: A FASCINATING MYSTERY!

DIMITRI: THE BIGGEST CON IN HISTORY!

ALL: THE PRINCESS ANASTASIA! ALIVE OR DEAD ...

WINDOW WASHER: WHO KNOWS!

CROSS DISSOLVE TO: EXT. ORPHANAGE – DAY

(ANYA, 18, bundled up in ragged clothes looking more like a boy is standing with the fat, balding headmistress, PHLEGMENKOF who’s pointing down the street)

PHLEGMENKOF: I got you a job in the Fish Factory. You go straight down this path till you get to the fork in the road, go left - are you listening?

ANYA: Bye, bye everybody, I’m listening Comrade Phlegmenkof.

PHLEGMENKOF: You've been a thorn in my side since you were brought here.

ANYA: He, hey.

PHLEGMENKOF: Acting like the Queen of Sheba ...

PHLEGMENKOF: ... instead of the nameless no account you are.

PHLEGMENKOF: And for the last ten years I've fed you, I've clothed you. I've kept a roof over your head

ANYA: (interrupts) Kept a roof over my head. Oh!

PHLEGMENKOF: How is it you don't have a clue as to who you were before you came to us but you can remember all that?

ANYA (holding necklace): I do have a clue to –

PHLEGMENKOF: (interrupts) Ugh! I know! (pulls at the necklace)

(CLOSE on Anya’s necklace.)

PHLEGMENKOF: 'Together in Paris. So, you want to go to France to find your family, huh? ... (Laughs)

ANYA: MHMM

PHLEGMENKOF (CONT'D):... Little Miss Anya, it's time to take your place in life.

ANYA: Gasp!

PHLEGMENKOF: ... in life and in line, and be grateful too.

ANYA: oh.

(Laughing, she slams the gate. Anya starts off.)

PHLEGMENKOF: Together in Paris. (LAUGHS, COUGHS) Be grateful.

EXT. ROAD

CROSS DISSOLVE TO: DAY

(Anya mimicks Phelemenkof's speech.)

ANYA "Be grateful, Anya". I am grateful! Grateful to get away

(She comes to a fork in the road. She stops. One sign points to "Fisherman's Village and the other sign points to "St.Petersburg.)

ANYA Go left, she says. Well, I know what's to the left. I’ll be Anya the Orphan forever. But if 1 go right ... Maybe I could find... (TOUCHES NECKLACE) ... Who ever gave me this necklace must have loved me... This is crazy! Me go to Paris ... ?

(She tilts her head skyward and closes her eyes in prayer.)

ANYA (CONT’D): Send me a sign, a hint, anything.

(A DOG comes bounding up to Anya, grabbing her scarf.)

ANYA: Hey, hey, hey, hey!

(The Dog prances a few feet away, BARKS, runs a few steps, turns, BARKS again. He wants Anya to follow.)

ANYA: I don't have time to play right now, OK. I'm waiting for a sign.

(She closes her eyes again. The dog, with scarf in his mouth runs down the right fork. He stops, turns and BARKS at Anya.)

ANYA (exasperated): Would you give me that, could you, would you please leave me alone. Stop, give me that back, gi ... gi ... Oh!!!

(Anya falls in the snow and suddenly get it.)

EXT.

ANYA: Oh, ... Oh, great. A dog wants me to go to St. Petersburg (GLANCING SKYWARD) Okay ...

CUT TO: ROAD TO ST. PETERSBURG

ANYA: I can take a hint.

(Anya takes her first step towards St. Petersburg.)

JOURNEY TO THE PAST

ANYA: HEART, DON'T FAIL ME NOW. COURAGE, DON'T DESERT ME! DON'T TURN BACK, NOW THAT WE'RE HERE. PEOPLE ALWAYS SAY LIFE IS FULL OF CHOICES. NO ONE EVER MENTIONS FEAR! OR HOW THE WORLD CAN SEEK SO VAST. MOVING FORWARD... TO THE PAST...

(Anya picks the dog up.)

ANYA: SOMEWHERE DOWN THIS ROAD, I KNOW SOMEONE'S WAITING. YEARS OF DREAMS JUST CAN'T BE WRONG. ARMS WILL OPEN WIDE. I'LL BE SAFE AND WANTED, FINALLY HOME WHERE I BELONG. WELL, STARTING NOW, I'M LEARNING FAST ON THIS JOURNEY--TO THE PAST.

CHILDREN: (GIGGLES)

DAD: Corne Mama we'll be late.

MOM: Oh look, look at the beautiful PUPPY - - - -

ANYA: HOME, LOVE, FAMILY

CHILDREN: (GIGGLES)

DAD: Let's go children.

GIRL CHILD: Bye.

ANYA: THERE WAS ONCE A TIME I MUST HAVE HAD THEM, TOO. HOME, LOVE, FAMILY. I WILL NEVER BE COMPLETE UNTIL I FIND YOU ONE STEP AT A TIME. ONE HOPE, THEN ANOTHER. WHO KNOWS WHERE THIS ROAD MAY GO. BACK TO WHO I WAS. ON TO FIND MY FUTURE. THINGS MY HEART STILL NEEDS TO KNOW YES, LET THIS BE A SIGN! LET THIS ROAD BE MINE! LET IT LEAD ME TO MY PAST AND BRING ME HOME... AT LAST!

CUT TO: INT. BUREAU OF BUREWCRACY - DAY

(Anya and Pooka step up to a window.)

ANYA: One ticket to Paris, please

TICKET AGENT (gruffly) Exit visa?

ANYA Exit visa?

TICKET AGENT: No exit visa, no ticket.

(THE TICKET AGENT hangs a PEOPLES LUNCH BREAK sign on his booth and slams his shutters in Anya’s face. The entire row of ticket agents do likewise.)

ANYA: Oh, hmm.

(A SWEEPER WOMAN with her broom approaches Anya.)

SWEEPER WOMAN (whispering): PSST. See Dimitri ... He can help.

TNT.

ANYA: Where can I find him?

SWEEPER WOMAN: At the old Palace, but you didn't hear it from me.

ANYA: Oh.

SWEEPER WOMAN: Go, go, go, go.

ANYA: Hmm, Dimitri.

CUT TO: THEATER

Dimitri and Vladimir are sitting at a large table. On top are stacks of Resume’s and 8 x 10 glossies. Dimitri has an enormously long list of names in front of him, a roster, that spills out onto the floor in front of him.)

(Dimitri looks over to Vladimir and crosses the second to last name off the list.)

DIMITRI: Nice, nice, very nice, yeah...

ACTRESS (OS): And I look like a princess, and I dance like a feather.

D'MITRI (CONT'D): ... okay, hmm, thank you, thank you. Next please!

(The last Anastasia wannabe steps into the spotlight on the stage. She is clearly not right for the roll.)

LUDMILLA: Grandmama. It's me, Anastasia...

(Dimitri and Vladimir, staring in amazement at the sight. Vladimir groans and puts his head down on the table.)

VLADIMIR: (MOANS)

DIMITRI (to himself): Oh brother.

CUT TO: EXT. ST. PETERSBURG STREET OUTSIDE OF THEATER – LATER

(Dimitri and Vladimir leave the theater and head down the street.)

VLADIMIR: That's it Dimitri. Game over. Our last kopeck gone for this flea-infested theater, and still no girl to pretend to be Anastasia!

VLADIMIR: (frustrated)

DIMITRI: We'll find her, Vlad. She's here somewhere, right under our noses.

(Dimitri grabs Vladimir as Anya walks by and pulls out the music box.)

DIMITRI (CONT'D): Don't forget, one look at this jewelry box and the Empress will think we've brought the real Anastasia ...

ANYA: I'm looking for the Catherine ...

(Dimitri bumps into Anya.)

ANYA: Excuse me.

ANYA (CONT'D): ... do you know where that is?

DIMITRI (CONT’D): ... and before she catches on, we'll be off spending the ten million rubles.

STRANGER (OS): There's nothing there. No, no there's no one living there, go on. CUT TO: EXT. CATHERINE PALACE - LATE AFTERNOON

(ANGLE on CATHERINE PALACE front entrance. Anya and Pooka cautiously move in towards the boarded up doorway.)

(Pooka suddenly runs through an opening at the bottom of the door. Anya goes to the door calling to Pooka. BOARDED DOORWAY. Anya tries to look between the boards, looking for Pooka inside.)

ANYA: Pooka, Pooka, Pooka where are you?

(Anya pulls on a board which comes lose and she falls backward with a crash.)

ANYA: AAH! ! ! OH! !

CUT TO: INT. PALACE BEDROOM (Vladimir and Dimitri are eating. D'mitri is startled by the noise and stands up.)

DIMITRI: Did you hear something?

INT.

VLADIMIR: MM, No.

(Anya enters the vestibule of the Winter Palace. Pooka follows. Anya removes scarf as she crosses floor to stairs, looks back towards entrance hearing a noise. Anya goes up steps. He follows her up the stairs. Anya on second floor turns and heads toward the large palace open door.)

ANYA: Hello anybody home?

INT. DINING ROOM

(Anya enters the partially destroyed room and bends down to inspect half of a broken plate. The instant she touches it she sees a vision from her paste and is startled. She walks to a large vase, painted with dancing bears.)

ANYA: Bowls, plate HMMM

ANYA: This place it's ... it's like a memory from a dream.

(Anya wanders to the top of a HUGE STAIRCASE which leads down to the once grand BALLROOM. She stops at a large landing half way down the steps.)

INT. STAIRCASE (BALLROOM)

(Anya is taken by the VRIEZE of the ROMONOV FAMILY. The moonlight hits the portrait with a ghostly glow.)

"ONCE UPON A DECEMBER" (THE MUSIC BOX THEME)

ANYA (singing): DANCING BEARS, PAINTED WINGS THINGS I ALMOST REMEMBER. AND A SONG SOMEONE SINGS ONCE UPON A DECEMBER.

ANYA (CONT'D): SOMEONE HOLDS ME SAFE AND WARM H ORSES PRANCE THROUGH A SILVER STORM FIGURES DANCING GRACEFULLY ACROSS MY MEMORY.

(As she sings, she imagines the ballroom as it might have been. in her mind she sees it transforming to its once I splendid glory. Even Royal ghosts step out of the portraits and waltz to the floor.)

CUT TO: (CLOSE on Pooka as he watches Anya)

(Pooka's POV. Anya, in her own clothes, dancing around the decrepit ballroom by herself. BACK to Anya still in fantasy.)

ANYA (CONT'D): SOMEONE HOLDS ME SAFE AND WARM HORSES PRANCE THROUGH A SILVER STORM FIGURES DANCING GRACEFULLY ACROSS MY MEMORY. FAR AWAY, LONG AGO GLOWING DIM AS AN EMBER.

(Suddenly the Czar, Alexandria and their children enter onto the floor and glide towards Anya.)

ANYA (CONT'D): THINGS MY HEART USED TO KNOW THINGS IT YEARNS TO REMEMBER

(The Czar is facing Anya now. He extends his arms inviting her to dance.)

ANYA (CONT'D): AND A SONG SOMEONE SINGS ONCE UPON A DECEMBER.

(Anya is released from Nicholas, embrace. He kisses her on the forehead and slowly backs away.)

(Anya does a full curtsy to the father figure before her, not realizing that he is indeed her real father. The enchantment is dispelled by off screen voice of Dimitri)

INT:

DIMITRI: Hey!

ANYA: GASP!

CUT TO: BALCONY OF PALACE

(Dimitri and Vladimir are watching Anya.)

DIMITRI (yelling): What are you doing in here! (Anya is startled. As she runs back up the stairs to the landing of the ballroom, Dimitri chases after her.)

DIMITRI: Hey ... hey! Stop, stop, stop, stop, stop, hold on a minute. Hold on!

(Dimitri’s POV. Anya turns, caught in a ray of moonlight, directly in front of the image of Anastasia in the frieze He sees that the resemblance is striking.)

DIMITRI: Now, how did you get in he-here?

VLADIMIR: Excuse me child.

(CLOSE on Dimitri as slow smile that spreads across his face He elbows Vlad.)

DIMITRI: Vlad, do you see what I see?

VLADIMIR: No

(Dimitri puts Vladimir's glasses on him. He gets it.)

VLADIMIR (CONTID): Oh yes, yes.

DIMITRI: Hmm, a dog…

ANYA: Are you Dimitri?

DIMITRI (CONT'D):... cute.

(Dimitri hands Pooka to Vladimir and walks up the stairs to Anya.)

DIMITRI (Leading): Perhaps, that depends on who's looking, for him.

ANYA: My name is Anya ... I need travel papers... (whispered) They say you're the man to see even though I can't tell you who said that.

(Dimitri smiles again and starts circling her.)

DIMITRI: hmm, hmmm

ANYA (CONT'D): Hey and why, why are you circling me? Were you a vulture in another life?

DIMITRI: I'm sor...I’m sorry Enya.

ANYA: It's Anya, Anya

DIMITRI: Anya, it's just ... just that you look an awful lot like ... Never mind ... Now, you said something about travel papers?

ANYA: Uh, yes ... I'd like to go to Paris.

DIMITRI: You'd like to go to Paris?

ANYA: Mhmm.

(Dimitri gives Vladimir a knowing look.)

VLADIMIR (laughter): Who is this here. Oh, Oh, look. Oh, oh, he likes me.

DIMITRI: Nice Dog

VLADIMIR: Oh, oh, it's marvelous. AW! I love, I love, I love you.

DIMITRI: Let me ask you something, Anya was it ... Is there a last name that goes with that?

ANYA: Well, actually ... This is going to sound crazy ... I don't know my last name. I was found wondering around when I was 8 years old.

DIMITRI: And before that ... before you were eight?

ANYA: Look, oh look, I know it's strange but I don't remember. I have very few memories of my past.

(ANGLE on Dimitri.)

DIMITRI: (whispers to Vlad) Hmm, that's, that's perfect.

(Dimitri knows now that this is the "girl")

ANYA: Well, I do have one clue, however, and that is Paris.

DIMITRI: Paris.

(Dlmitri rolls his eyes.)

ANYA: (relieved) Right. So, can ... so can you two, help me or not?

DIMITRI: (whispers to Vlad) Hey, Vlad, Vlad tickets! (to Anya)Ah sure would like to ... in fact, oddly enough, we're going to Paris ourselves.

(Vlad pulls the tickets out of his pocket, we see that they are Moscow Circus tickets. He hands them to Dimitri anyway.)

DIMITRI (CONT’D): ... Ah, ah, and I've got three AW ... well, this one is, but I've got tickets here ...

(Anya tries to grab the tickets.)

ANYA: oh I

DIMITRI (CONT'D): ... Eh, Unfortunately the third one is for her, Anastasia.

(He gestures to Anastasia's portrait in the frieze. Anya looks up.)

ANYA: Oh.

(The two men take Anya by the arm leading her to a portrait of Marie.)

VLADIMIR: We are going to reunite the Grand Duchess Anastasia with her grandmother.

DIMITRI (setting her up): You do kind of resemble her.

VLADIMIR: The same blue eyes.

DIMITRI: The Romanov eyes.

VLADIMIR: Nicholas' smile.

DIMITRI: Alexandra's chin.

(Vladimir takes her by the hand.)

VLADIMIR: Oh, look she even has the grandmother's hands!

(ANGLE on Anya as she pulls her hand away)

DIMITRI: She's the same age, the same physical type.

ANYA: Are you trying to tell me that you think that I am Anastasia?

DIMITRI: All I'm trying to tell you is that I've seen thousands of girls all over the country and not one of them looks as much like the Grand Duchess as you do. I mean look at the portrait.

ANYA (To Dimitri): I knew you were crazy from the beginning, but now I think you are both mad. HMM.

(Anya walks away.)

DIMITRI: Why? You don't remember what happened to you...

VLAD: No one knows what happened to her.

DIMITRI: You're looking for family in Paris.

VLAD: And her only family is in Paris.

DIMITRI: Ever thought about the possibility?

ANYA: That I could be royalty?

VLAD & DIMITRI: MmmHmm

(They both nod.)

ANYA: Well I don't know ... it's kind of hard to think of yourself as a Duchess when you're sleeping on a damp floor. But sure, yeah, I guess every lonely girl would hope she's a Princess.

(Anya, caught up in the fantasy is now right next to them. Dimitri then turns and walks away.)

VLADIMIR: And somewhere ... One little girl is. After all, the name Anastasia means "she will rise again".

(Dimitri, exasperated that Vladimir is still talking to her, turns and walks back to them to retrieve Vlad.)

DIMITRI: Really wish we could help, but the third ticket is for the Grand Duchess Anastasia.

ANYA: Sigh!

DIMITRI: Good luck.

(Dimitri and Vlad start walking down the stairs.)

VLADIMIR: Why didn't you tell her about our brilliant plan?

DIMITRI: All she wants to do is go to Paris. Why give away a third of the reward money.

CUT TO: UNDERSCORE: "THE MUSIC BOX THEME"

(Anya, alone on the landing, looks at the frieze of Marie and young Anastasia.)

CUT TO: (Dimitri and Vladirnir.)

VLADIMIR: (whispered) I'm telling you ... We're walking away too soon ...

DIMITRI (whispered): Not to worry, I got it all under control, All right.. but walk a little slower. CUT TO:

(Anya as she fiddles with the key then touches the portrait She looks up at Marie's face.)

CUT TO:

ANYA: HMM

(Dlmitri and Vladimir walking down the steps)

DIMITRI (silently): Three ... Two ... One.

ANYA: Dinitri!

(Dimitri smiles.)

VLADIMIR: Ha, right in the palm of our hand.

(Dimitri turns and looks back at Anya on the stairs.)

ANYA: (shouts) Dimitri, wait!

DIMITRI (innocent): Di ... Did you call me?

ANYA: if I don't remember who I am, then who's to say I'm not a princess or a duchess or a whatever she is ... Right?

DIMITRI: Hmm ... Go on.

ANYA: Yeah, and if I'm not Anastasia, the Empress will certainly know right away ... and it's all just an honest mistake.

DIMITRI: Sounds plausible.

VLADIMIR: But if you are the princess, then you'll finally know who you are and have your family back.

DIMITRI: (both laughing): You know, you know he's right! Either way, it gets you to Paris.

(Anya puts her hand out for a handshake. Dimitri, a little taken aback, shakes it'. She gives him a solid shake. He grabs his hand in pain.)

ANYA: Right!

DIMITRI: OW!

CUT TO: INT. RANSACKED PALACE RAFTERS

(DOWNSHOT Bartok's POV of Dimitri, Vladimir and Anya. )

DIMITRI: May I present her Royal Highness the Grand Duchess Anastasia.

(As Dimitri and Vladimir bow, the "Anastasia" echoes throughout the room. Even the tapestries shutter in response to the name, as Dimitri and Anya exit the hall they bicker.)

ANYA: Pooka we are going to Paris!

DIMITRI: The dog stays.

ANYA: What are you talking about, the dog goes.

DIMITRI: The dog does not go.

ANYA: I say he’s going.

DIMITRI: I'm allergic to dogs.

(TILT UP as a breeze seems to carry the ECHO up to the rafters. The Reliquary glows behind Bartok, unnoticed as he looks down at the trio below. SMOKE wisps ominously from its top.)

BARTOK: Anastasia. Yeah, just one problem there fella, Anastasia's dead. All the Romanovs are dead. They're dead, dead, dead, dead ...

(A Minion emerges from the Reliquary, hovering beside Bartok.)

BARTOK (CONT'D): (to Minion) ... Am I right my friend. I mean, how could that be Ana ... (realizing whom he's talking to)

BARTOK: Aah ... YAAAAGH!!!

(Minions pour forth from the Reliquary, eagerly reaching toward Anya but disappearing in a puff of smoke inches from their unearthly home..)

BARTOK: Oh, come on now. Am I supposed to believe that thing woke up after all these years just because some guy claims she's a Romanov?

(The Reliquary glows bright, shaking violently.)

BARTOK: (spooked) Okay! Okay! I get-the message! Enough already with glowing and the smoke people!

(He takes another look at Anya, far below.)

BARTOK: (amazed) If that things come back to life it must mean Anastasia's alive.

DIMITRI: Just leave the dog.

ANYA: I am not leaving the dog.

BARTOK (CONT'D): ... and that's her.

VLADIMIR: Come we've got a train to catch.

(The Reliquary takes off like a rocket, dragging Bartok with it' They dive straight-for the floor, Bartokcovers his eyes as he crashes through the floor.)

BARTOK: Whoah! ! !

(The Reliquary pulls him down into the icy water pulling him further and further down. He hits the bottom of the lake and is now in the soil under the water, continuing to do down.)

(He continues to go down further into the earth at a tremendous speed.)

BARTOK: Mayday, Mayday. Hey I ooh, ooh,,ooh, waah, ooh yuck, yuck, wow, help, oh,,oh, oh, oh, hot it,s hot, aah, oh oh ... wow ...

INT. RASPUTIN'S CHAMBER - THE NETHER WORLD

(Rasputin is crashing around, trashing stalactites, etc. when the Reliquary rockets Bartok into the underworld, slamming him intothe ground.)

BARTOK: - Oh boy. Ow. what. Ow!! I tell you

RASPUTIN: Who dares intrude on my solitude? Get out! Get out! OUT!

(Rasputin picks Bartok out of the rubble squashing the very breath out of Bartok's little body.)

RASPUTIN: Bartok?

RASPUTIN (CONT'D) Is that you?

BARTOK: Ahh, Ooh...Master? alive ...? You’re…

RASPUTIN: Yeah, In a manner of speaking!

(Rasputin drops Bartok. Rasputin's eyeball pops out and lands in Bartok's arms.)

BARTOK: Whoa, that fell right out of there sir.

RASPUTIN: Something's happened.

BARTOK: Yeah! Woopsey!

RASPUTIN: I knew it! I could feel the dark forces stirring.

BARTOK: I'm not surprised because I saw her. Anastasia ... Oh!

RASPUTIN: Anastasia?! Alive?!!

(Rasputit's lips pop off.)

(Bartok can't take is eyes off them.)

BARTOK: Ah, sir, your lips they're ah

RASPUTIN: That Romanov brat!

BARTOK: Wow ... Yeah, ain’t that a kick in the head. I guess a curse just ain't what it used to be, huh sir? (Rasputin, in a rage, grips Bartok in one fist. He doesn't even know he's holding the bat as he squeezes for emphasis.)

RASPUTIN: That's why ...

BARTOK: Wow, wow ...

RASPUTIN (CONT'D): ... I'm stuck here in limbo!

(He raises Bartok for the final blow. Bartok SQUEAKS in terror. Rasputin finally realizes he's about to crush Bartok.)

RASPUTIN (CONT'D): My curse is unfulfilled.

(He flings his hand. His hand still gripping Bartok, disconnects and hits the wall. He stops, realizing his hand is gone.)

(Bartok carries Rasputin's hand, over to him. collapsed onto his bed, filled with-self-pity.)

BARTOK: Wow, Ooh, Oh ... (HUMMING AND GRUNTING AS HE CARRIES THE HAND)

RASPUTIN: (Crying) Look at me. I'm falling apart. I'm a wreck.

BARTOK: Actually, considering how long you've been dead you look pretty good.

RASPUTIN: (Crying)

BARTOK: Sir, you do, you do

RASPUTIN: (Truly flattered) Really?

BARTOK: Sir is this the face of a bat who would lie to you? Come on, for a minute there, you had your old spark back.

RASPUTIN: If only I hadn't lost the gift from the dark forces, the key to my powers.

(Bartok picks up the Reliquary from the rubble.)

BARTOK: What? You mean this Re1iquary?

(Rasputin's eyes widen.)

RASPUTIN: Oh, Where did you get that?

BARTOK: Oh, I found it ...

RASPUTIN: ( Interrupts) GIVE IT TO ME!

(He grabs the Reliquary.)

BARTOK: Alright, Alright, Don't get so grabby.

RASPUTIN: (Stroking the Reliquary) My old friend, together again. (Holding it, closing his eyes) Ah, Ha Ha! Now my dark purpose will be fulfilled, and the last of the Romanovs will DIE!!

BARTOK: Wow ... IN THE DARK OF THE NIGHT

RASPUTIN: IN THE DARK OF THE NIGHT I WAS TOSSING AND TURNING. AND THE NIGHTMARE I HAD ...

BARTOK: Wah, wah ...

RASPUTIN: WAS AS BAD AS CAN BE--

BARTOK: Oh, oh

RASPUTIN: It SCARED ME OUT OF MY WITS, A CORPSE FALLING TO BITS. THEN I OPENED MY EYES AND THE NIGHTMARE WAS ... ME.!

BARTOK: WOW, WOW, WOW, OH!!

RASPUTIN: I WAS ONCE THE MOST MYSTICAL MAN IN ALL RUSSIA. WHEN THE ROYALS BETRAYED ME THEY MADE A MISTAKE! MY CURSE MADE EACH OF THEM PAY.BUT ONE LITTLE GIRL GOT AWAY! LITTLE ANYA, BEWARE, FOR RASPUTIN'S AWAKE!

CREATURES IN THE DARK OF THE NIGHT: EVIL WILL FIND HER!

BARTOK: Ow! Ow! Ow! OH, OOH!!!

CREATURES: IN THE DARK OF THE NIGHT JUST BEFORE DAWN! AAH ...

RASPUTIN: REVENGE WILL BE SWEET

RASPUTIN, CREATURES: WHEN THE CURSE IS COMPLETE!

ALL: IN THE DARK OF THE NIGHT

RASPUTIN: She'll be gone.

BARTOK: Hi ladies ... listen…

RASPUTIN: I CAN FEEL THAT MY POWERS ARE SLOWLY RETURNING!

BARTOK: Ah, ha!

RASPUTIN: FIND A COMB FOR MY HAIR TIE MY SASH AND A DASH OF COLOGNE FOR THE SMELL! ALL THE PIECES WILL FALL INTO PLACE ...

BARTOK: Wow! !

RASPUTIN: WHEN I SEE HER CRAWL INTO PLACE! DASVIDANYA, ANYA, YOUR GRACE, FAREWELL!

CREATURES: IN THE DARK OF THE NIGHT TERROR WILL STRIKE HER.

RASPUTIN: Terror's the least I can do!

CREATURES: IN THE DARK OF THE NIGHT EVIL WILL BREW. OOH!

RASPUTIN: SOON SHE WILL FEEL THAT HER NIGHTMARES ARE REAL

ALL: IN THE DARK OF THE NIGHT!

RASPUTIN: She'll be through!

CREATURES: IN THE DARK OF THE NIGHT EVIL WILL FIND HER.

ONE CREATURE: FIND HER!

WORMETTES: OOH! !

CREATURES: IN THE DARK OF THE NIGHT TERROR COMES TRUE.

BARTOK: Hi, yah! !

ONE CREATURE: DOOM HER!

RASPUTIN: MY DEAR, HERE'S A SIGN

RASPUTIN, CREATURES: IT'S THE END OF THE LINE

ALL: IN THE DARK OF THE NIGHT IN THE DARK OF THE NIGHT.

RASPUTIN: COME, MY MINIONS, RISE FOR YOUR MASTER LET YOUR EVIL SHINE

CREATURES: IN THE DARK OF THE NIGHT IN THE DARK OF THE NIGHT

RASPUTIN: FIND HER NOW YES, FLY EVER FASTER

ALL: IN THE DARK OF THE NIGHT IN THE DARK OF THE NIGHT IN THE DARK OF THE NIGHT

RASPUTIN: SHE'LL BE MINE!

CUT TO: TRAIN CAR – MORNING

(The train which is carrying Dimitri, Vladimir and Anya is chugging through the beautiful show covered Russian countryside.)

LOW ANGLE ON ENGINE APPROACHING

(The mighty locomotive is plowing up huge furrows of snow as it steams toward as we X-dissolve into the car carrying the group.)

TRAIN CAR - MORNING

(Vladimir is forging their travel papers. He has a box with ink and papers in it. Pooka playfully pushes the luggage that supports his open briefcase in ink bottle. Vladimir tickles Pooka with the featherlportion of his quelled pen.)

(Dimitri enters the train car with & suitcase in his hands. He reaches high above Anya to store his luggage)

(ANGLE on Pooka as Dimitri begins to sit on him. Pooka growls. Dimitri stands up straight again. Pooka settles back down, but still growls at Dimitri. Dimitri stands indignant. He forces a smile at Anya. Vladimir is snickering at the situation.)

(CLOSE on Pooka smiling and panting, innocently. Dimitri, sneezes and moves over and sits next to Anya.)

VLADIMIR: (laughter)

DiMITRI: (Growls back at dog) What, oh the mutt gets the window seat.

(Anya fiddles with her necklace nervously.)

DIMITRI: (re: the necklace) Stop fiddling with that thing! And sit up straight - remember – you’re a Grand Duchess.

ANYA How is that you know what Grand Duchesses do or don't do.

DIMITRI: I make it my business to know.

ANYA: Oh

DIMITRI: Look Anya, I'm just trying to help. Alright?

(ANGLE on Vladimir as looks over at Dimitri and rolls his eyes.)

VLADIMIR: mmm

ANYA: (innocently) Dimitri ...

DIMITRI: Mm hmm?

ANYA: Do you really think I'm royalty?

DIMITRI: You know I do.

ANYA: Then stop bossing me around!

VLADIMIR: Well, she certainly has a mind of her own.

DIMITRI: Yeah, I hate that in a woman!

( Anya sticks out her tongue at Dimitri. Quickly turning back to the window before Dimitri see her.)

(Vladimir exchanges forged papers for score card, Dimitri 3, Anya 30.)

CUT TO: EXT. TRAIN ON TRACKS

(The train travels down the track away from camera revealing a picturesque landscape with snow falling.)

CUT TO: INT. TRAIN CAR – AFTERNOON

(Anya sitting reading a book)

(Dimitri enters the train compartment and sits before Anya who is pretending to read a book. He gathers his thoughts and tries to gain her confidence back.)

DIMITRI: Look, I think we got off on the wrong foot.

(Anya puts her book down and looks straight at Dimitri and responds.)

ANYA: Well, I think we did too

DIMITRI: 0. K.

ANYA: But I appreciate your apology.

DIMITRI: Apology? Who said anything about an apology? I was just saying ...

ANYA: (struggling) Please ...D...

DIMITRI (CONT'D): that we

ANYA (CONT'D): ... Don't talk anymore, OK? It's only gonna upset me.

DIMITRI Fine. I'll be quiet. quiet if you will. I’ll, I’ll be.

(Anya and Dimitri angrily rebuff each, other, assuming confrontational poses.)

ANYA: Alright I'll be quiet.

DIMITRI: Fine

ANYA: Fine

DIMITRI: Fine.

ANYA: Fine.

(Anya and Dimitri both sit with arms crossed, sulking.)

CUT TO:

(Anya looking out the window.)

(She breaks the silence.)

ANYA: You think you're gonna miss it?

DIMITRI: Miss what ... your talking?

ANYA: Russia.

DIMITRI: Nope.

ANYA: But it was your home.

DIMITRI: It was a place I once lived. End of story.

ANYA: Well then you must plan on making Paris your true home.

DIMITRI: What is it with you and homes?

(Anya stands up with arms crossed. Dimitri lifts his legs and positions them on Anya's seat, blocking her exit. Anya climbs on the seat and walks around Dimitri's legs.)

ANYA: Well, for one thing it's something that every normal person wants, and for another thing, it's a thing where you ...

DIMITRI: (interupting) What?

(Dimitri and Anya are face to face yelling at each other)

ANYA (CONT’D): Y... you know ... oh, just forget it!

DIMITRI: Fine.

ANYA: AAAH!

(Vladimir enters Train Car with Pooka in his arms. Dimitri stands solemnly at the window.)

ANYA: Gasp! Thank goodness it's you. Just please remove him from my sight.

VLADIMIR: What have you done to her?

D'MITRI: (shuttering) Me? It's her!

ANYA: Ha! Just trying to have a simple conversation.

(Anya reacts to Dimitri's accusation. She spins in exclamation and moves towards the door. Pooka barks. Vladimir gets spun around and holds Pooka up carefully so that he is not hurt. Anya slides the door closes with exasperation. Mad, she stomps down the corridor away from the camera.)

(Dimitri and Vladimir react to the door slam.)

(Vladimir lifts Pooka up in the air, speaking to him.)

VLADIMIR: Oh no ... an unspoken atttaction!

DIMITRI: Attraction? To that skinny little brat ... have you lost your mind?

VLADIMIR: I was only asking a simple question.

(Dimitri slides open the compartment door and exits the car, slamming the door behind him. He also stomps done the corridor.)

DIMITRI: Attraction Ridiculous!

CUT TO: TRAIN – NIGHT


 * We hear an explosion and crashing through brittle tree limbs. Rasputin's Minions navigate towards the train and the three unsuspecting travelers. As they rocket beneath the train and the engine they leave a wake of flames on the tracks behind them.)

(We see the Minions as tiny creatures crawling all over the engine and entering it, causing it to glow red, speed up and rattle as if it might fall apart.)

CUT TO: TRAIN PASSAGEWAY – NIGHT

(Vladimir, in passageway of train, papers in hand, walks past a couple discussing their traveling papers. )

(Vladimir stops to look at the couple's papers. He sees their print is in "red". He looks at his and back at theirs.)

TRAVELING MAN: Last month, the traveling papers were blue, but now they're red.

GUARD: Papers! Papers, papers.

(Vladimir turns back to his own papers and we see that he has forged his documents in black ink. Flustered, he abruptly turns and makes his way back towards their train compartment.)

(He opens the door to the compartment and enters.)

VLADIMIR: Oh. Pardon, oh.

CONDUCTOR (OS): Tickets!

WOMAN (OS): How rude

VLA,DIMIR: It's what I hate about his government -- everything's in red.

DIMITRI: Red?

(Vladimir shows Dimitri the forged papers. Anya is asleep.)

VLADIMIR: I propose we move to the baggage car -- quickly, before the guards come!

(Vladimir and Dimitri quickly grab their baggage.)

DIMITRI: I propose we get off this train.

(The window above a sleeping Anya suddenly glow's green as the minions pass by. Pooka becomes alert. Dimitri is pulling suitcases down from the rack and does not see the Minions. Pooka is looking out the window.)

CUT TO:

(Pooka's POV looking out the window. We see flying minions, green backlit silhouettes, flying just outside the window, leering back at Pooka.)

POOKA: Growls.

(Dimitri tries to wake Anya up.)

DIMITRI: Hey!

(On reflex she slugs him. He falls-backwards into the opposite seat holding his nose.)

ANYA: Ugh!

DIMITRI: OW!

(Anya rises up shocked, apologizing.)

ANYA: Sorry, I thought you were some ... Oh! It's you. Well, that's okay then.

(Pooka is growling and barking.)

(Dimitri picks up luggage, then turns and grabs Anya hand, pulling her from the bench seat towards the compartment door)

DIMITRI: C'mon, we gotta go!

ANYA: Where are we going?

(ANGLE on the train corridor. Vladimir is heading down the corridor as Dimitri, Anya and Pooka exit the compartment. Pooka runs out the door, barking frantically, and runs to pass Vladimir in the distance.)

DIMITRI: I think you broke my nose!

(ANGLE on Anya as she puts on her coat, exasperated)

ANYA: Men are such babies.

(Anya follows Dlmitri and Vladimir up the corridor.)

INT. BAGGAGE CAR – NIGHT

(The four of:them enter the baggage car.)

D'MITRI: (whispers) Ah, yes, yes, this will do nicely.

VLADIMIR: She'll freeze in here.

CUT TO:

DIMITRI: She can thaw in Paris.

ANYA: (to Dimitri) The baggage car?...There wouldn't be anything wrong with our papers would there, Maestro?

DIMITRI: Of course not your grace, it's just that I ... I hate to see you forced to mingle with all those commoners.

EXT. UNDERCARRIAGE OF TRAIN KABOOM!

(The Minions uncouple the train from the baggage car)

INT. BAGGAGE CAR

(Our gang is thrown to the floor, Dimitri and Anya are half- buried in luggage.)

DIMITRI: What was that?

(Their POV: the rest of the train recedes in the distance. Vlad sits up and looks out the rear door.)

VLADIMIR: I don't know, but there goes the dining car.

(They struggle amidst the luggage)

ANYA: Get off of me!

DIMITRI: I, I’m trying.

ANYA: Ouch! (Trying to move a suitcase, she accidentally kicks him.)

(ANGEL on Vladimir now at the front window. Peering at the engine, he sees sparks and fire raining down.)

VLADIMIR: Dimitri

DIMITRI: (hopping, holding his shin) What?!

VLADIMIR: I think someone has flambaed our engine.

(Dimitri and Anya move forward and see that the engine is blowing smoke and fire. Dimitri starts for the coal car.)

DIMITRI: I (to Vlad and Anya) Something's not right. here, I'll check it out. wait

(He disappears over the coal car.)

DIMITRI: Grunts ... Ah.

EXT. ENGINE

(Shielding his face from the intense heat, Dimitri jumps down into the cockpit.)

DIMITRI: Anybody here? ... Hmm, aah!

(ANGLE on the pressure gauges, pushing into the red. Dimitri grabs A lever (burns his hand). Green fire explodes upward.)

(Dimitri scrambles back towards the baggage car.)

BACK TO BAGGAGE CAR

(Anya and Vlad look out the door.)

(Trees are whizzing past.)

ANYA: We're going way too fast.

(Dimitri returns to Anya and Vlad, dirty and singed)

DIMITRI: Nobody's driving this train Were gonna have to jump!

(They all look down.)

(A sheer cliff drops into a chasm.)

ANYA: Did you say jurnp?

ANYA (CONT'D): After you.

DIMITRI: Fine, Then we'll uncouple the car

CUT TO:

(Train undercarriage. On hearing this the minions weld the coupling of the car so it cannot disconnect. Dimitri jumps onto the coupling and begins working the connection.)

DIMITRI (OS): Come on, I need a wrench, an ax, anything!

INT. CAR

(Vlad and Anya search desperately through the baggage compartment. He then struggles to pull a toolbox near the door.)

(Pooka starts BARKING. Anya looks down and sees he's yapping at a box, labeled: Danger: Explosives.)

(She smiles.)

EXT. TRANSOM VLADIMIR: Here.

(ANGLE on Vlad as he hands him a hammer. He pounds on the coupling. The head of the hammer SNAPS OFF.)

DIMITRI: Come on, there's gotta be something in there better than this.

(Anya hands D'mitri a lit stick of dynamite.)

D'MITRI: (impressed) That'll work.

(He shoves it into the coupling.)

CUT TO: INT. BAGGAGE CAR

(Anya, Vlad and Dimitri race to the other end of the car)

DIMITRI Go, go, go!

(They land in a pile, behind a steamer trunk ...)

DIMITRI (CONT'D): (awed) What do they teach you in those orphanages?

(BOOM! The front of the car is blown away. Debris whips through the car. Dimitri looks to Anya with a new respect.)

EXT. BENEATH THE ENGINE

(ANGLE on the minions. They look back and see the baggage car has separated. GROWLING in disapproval, they race off ahead of the train, towards the bridge.)

EXT. MOUNTAINS

(The engine car speeds along, the baggage car not far behind.)

INT. BAGGAGE CAR

(Vlad turns the brake wheel.)

VLADIMIR: The brakes are out!

DIMITRI: Turn harder!

(The wheel comes off in Vlad's hands.)

D'MITRI: Don't worry. We've got plenty of track, we'll just coast to a stop.

EXT. BRIDGE AHEAD

(The Minions MURMUR gleefully then blow up the bridge in a flash of green fire.)

INT. BAGGAGE CAR

(Our trio stares at the crumbling bridge, dumbstruck)

ANYA: You were saying?

WIDE ON TRAIN (The baggage car picks up speed as it heads downhill toward the collapsed bridge.)

INT. BAGGAGE CAR

(Dimitri grabs a chain holding down some cargo.)

DIMITRI: I got an idea Vlad, give me a hand with this.

(Vladimir looses his balance and falls into a box.)

EXT. TRAIN

(Dimitri edges his way out of the car. The ground whizzes by beneath him as he lowers himself underneath the carriage.)

DIMITRI: Hand me the chain!

(He reaches up and is stunned to see Anya hanging out over him with the chain.)

DIMITRI: Not you!

ANYA: Vlad's busy at the moment

(Dimitri accepts the chain.from Anya and hooks it onto the undercarriage. CRUNCH sound. Dimitri’s POV: Twisted steel from the front of the train flies back at him like shrapnel.)

DIMITRI: No! No! Yaaaaa!

(With Anya’s help he yanks himself up just as the shrapnel whips by, shattering a tree. They land in near embrace, and catch their breath. Their eyes meet, stirring some distant feeling. Dimitri snaps out of it first, glancing back to the shattered tree receding it the distance.)

ANYA: And to think, that could have been you.

DIMITRI: If we live through this, remind me to thank you.

(SHOTS OF THE SPEEDING TRAIN as they approach the gorge)

INT. TRAIN

DIMITRI: Here goes nothing. Brace yourselves.

(Dimitri throws the other end of the chain out the back. It also has a hook on it. )

(ANGLE on the GRAPPLING HOOK - as it bounces several times, then bites into a railroad tie, WHIPPING TAUT. It instantly pulls but the tie, then several more. PLINK PLINK PLINK then, one holds. THE CAR separates from the wheel base, turns sideways on the track, plowing through the snow and slowing down.)

(Anya turns to Dimitri and Vlad.)

ANYA: Well, this is our stop. (They all jump, Vlad carrying Pooka, as the engine plunges over the broken bridge and ignites into a ball of fire and steam at the bottom of the gorge.)

(They land safely in a snow bank.)

CUT TO: INT. RASPUTIN'S LAIR

(Seething, Rasputin watches the following through the Reliquary.)

DIMITRI: I hate trains. Remind me never to get on the train again.

RASPUTIN: Screams. (In agony) Noooooooo!!

BARTOK: Wow, hey take it easy there. You know, sir, really you should watch your blood pressure. My nephew Izzie just keeled over one day, mid- mango. Stress. it's a killer sir. And he's a fruit bat, no meat, no blood even.

(Rasputin stares blankly at Bartok for a beat, then)

RASPUTIN: HOW COULD THEY LET HER ESCAPE?!

BARTOK: Ha wow ... Ah, you're right. It's very upsetting sir. (PICKS UP RELIQUARY) Eh, I guess this Reliquary thing's broken.

(Bartok tosses the Reliquary over his shoulder- It flies through the air. Rasputin's eyes go wide in terror as he leaps to catch it.)

RASPUTIN : You idiot!

(As he skids across the floor he flings his own hand ahead.)

(The hand lands under the Reliquary, breaking its fall just in time. Rasputin turns on Bartok, eyes red with fury.)

BARTOK: (backing away) Alright now sir, take it easy there. Just remember what I said to you about stress –

(Rasputin shoves the Reliquary against Bartok's nose)

RASPUTIN: I sold my soul for this. My life, my very existence depends on it, and you almost destroyed it!

(Bartok is trying to squirm away.)

BARTOK: I get it! I get it! 'you break it, you bought it.

RASPUTIN: See that you remember, you miserable rodent.

(Rasputin lets Bartok drop.)

BARTOK: (to himself., sulking) Oh, sure, blame the bat. What the heck we're easy targets always hanging ... ar...

RASPUTIN: What are you muttering about?

BARTOK: Anastasia, sir. Just wishing I could do the job for you -- Sir, I'd give her a Ha then a hi ya and then a woowah and I'd kick her, sir.

(Bartok mimes karate chops with his wings. He gets tangled up in his own wings, tripping himself. Rasputin watches disgusted.)

RASPUTIN: Oh, I have something else in mind ... something more enticing, something really cruel ...

CUT TO: EXT. LATVIA RUSSIA – MORNING

(On descending from the mountains, spring is in the air. The crocus’ are peeking their heads thru patches of snow. Vladimir is in a feverish excitement over meeting an old flame in Paris.)

ANYA: Are we going to walk to Paris?

DIMITRI: We'll take a boat in Germany

ANYA: Oh. Then we're walking to Germany?

DIMITRI: No, your grace. We're taking a bus.

ANYA: A bus! That's nice.

VLADIMIR: (calling out) Sophie, my dear, Vlady's on his way!

ANYA: Who's Sophie?

VLADIMIR: (lost in warm memories) Who is Sophie? ... She's a tender little morsel.

DIMITRI: Vlad.

VLADIMIR (CONT'D): The cup of hot chocolate after a long walk in the snow.

DIMITRI: Vlad, Xnay on the offesay

VLADIMIR: She's a decadent pastry filled with whipped cream and laughter ...

ANYA: Is this a person or a cream puff?

VLADIMIR: She is the Empress' ravishing first cousin. (Humming)

ANYA: But I thought we were going to see the Empress herself. Why are we going to see her cousin? Dlmitri!!

DIMITRI: Well, nobody gets near the Dowager Empress without convincing Sophie first.

(Vladimir hums and gathers flowers in the background.)

ANYA: Oh no, not me, no. Nobody ever told me I had to -prove I was the Grand Duchess.

D'MITRI: Look, I. ..

ANYA: Show up. Yes. Look nice. Fine. But lie?

(She fiddles with her necklace.)

DIMITRI: You don't know it's a lie. What if it's true? OK, so there's one more stop on the road to finding out who you are. I just thought this was something you had to see through to the end no matter what.

ANYA: (sighs) But look at me, Dimitri! I am not exactly Grand Duchess material here, Aah.

(Anya stomps off.)

CROSS DISSOLVE TO:

(To bridge where Anya joins Vladimir. He directs her attention to the water.)

VLADIMIR: Tell me, child, what do you see?

(She looks at her reflection, face smudged and wearing boy's clothes.)

ANYA: I see a skinny little nobody, with no past and no future.

VLADIMIR: I see a engaging and fiery young woman ... who on a number of occasions has shown a regal command equal to any royal in the world. And I have known my share of royalty. You see my dear, I was a member of the imperial Court.

ANYA: Hmm (Sigh)

(Dlmitri’s face shows up reflected in the pond next to theirs.)

DIMITRI: So, are you ready to become the Grand Duchess Anastasia?

(Anya is still annoyed at Dimitri for not being honest with her. Vladimir gives Dimitri a look.)

DIMITRI: What?!

VLADIMIR: There's nothing left for you back there my dear. Everything is in Paris.

(Beat, She decides.)

ANYA: Gentlemen, start your teaching.

MUSICAL NUMBER BEGINS

VLADIMIR: I remember it well.

LEARN TO DO IT

VLADIMIR: YOU WERE BORN IN A PALACE BY THE SEA

ANYA: A PALACE BY THE SEA. COULD IT BE?

VLADIMIR: YES, THAT'S RIGHT. YOU RODE HORSEBACK, WHEN YOU WERE ONLY THREE.

ANYA: HORSEBACK RIDING ME?

VLADIMIR: AND THE HORSE ...

DIMITRI: HE WAS WHITE

VLADIMIR: YOU MADE FACES AND TERRORIZED THE COOK!

DIMITRI: THREW HIM IN THE BROOK!

ANYA: WAS I WILD?

DIMITRI: WROTE THE BOOK!

VLADIMIR: BUT, YOU'D BEHAVE WHEN YOUR FATHER GAVE THAT LOOK!

DIMITRI: IMAGINE HOW IT WAS!

VLADIMIR: YOUR LONG-FORGOTTEN PAST!

DIMITRI AND VLADIMIR: WE'VE LOTS AND LOTS TO TEACH YOU AND THE TIME IS GOING FAST!

VLADIMIR: NOW, SHOULDERS BACK AND STAND UP TALL

DIMITRI: AND DO NOT WALK, BUT TRY TO FLOAT.

(Anya floats. Dimitri sort of floats. Vlad really floats!)

ANYA: I FEEL A LITTLE FOOLISH AM I FLOATING?

VLADIMIR: LIKE A LITTLE BOAT!

DIMITRI: YOU GIVE A BOW.

ANYA: WHAT HAPPENS NOW?

(Anya curtsies, placing her hand in Dimitris)

VLADIMIR: YOUR HAND RECEIVES A KISS!

(Anya and Dimitri pull away, embarrassed)

VLAD & DIMITRI: MOST OF ALL REMEMBER THIS:

VLADIMIR: IF I CAN LEARN TO DO IT. YOU CAN LEARN TO DO IT.

DIMITRI: SOMETHING IN YOU KNOWS IT—

VLAD & DIMITRI: THERE'S NOTHING TO IT!

VLADIMIR: FOLLOW IN MY FOOTSTEPS, SHOE BY SHOE!

VLAD & DIMITRI: YOU CAN LEARN TO DO IT TOO!

VLADIMIR.: NOW, ELBOW IN AND SIT UP STRAIGHT

DIMITRI: AND NEVER SLURP THE STROGANOFF

ANYA: I NEVER CARED FOR STROGANOFF

VLADIMIR: SHE SAID THAT LIKE A ROMANOV!

DIMITRI: THE SAMOVAR

VLADIMIR: THE CAVIAR

ANYA: DESSERT AND THEN GOODNIGHT!

VLAD & DIMITRI: NOT UNTIL YOU GET THIS RIGHT!

VLADIMIR: IF I CAN LEARN TO DO IT! YOU CAN LEARN TO DO IT! PULL YOURSELF TOGETHER

DIMITRI: IF HE CAN LEARN TO DO IT YOU CAN LEARN TO DO IT

VLAD & DIMITRI: AND YOU'LL PULL THROUGH IT!

VLADIMIR: TELL YOURSELF IT'S EASY

VLAD & DIMITRI: AND IT'S TRUE! YOU CAN LEARN TO DO IT TOO!

DIMITRI: (yells) YA-AH! ! !

(From nowhere, Vlad produces a huge chart- the family tree)

VLADIMIR: Next, you must memorize the names of all the royalty.

VLADIMIR: AND HERE WE, HAVE KROPOTKIN

DIMITRI: SHOT POTEMKIN

VLADIMIR: IN THE BOTKIN

ANYA: OH!

VLADIMIR: AND DEAR OLD UNCLE VANYA LOVED HIS VODKA

D'MITRI: GOT IT ANYA?

ANYA: NO!

VLADIMIR: THE BARON PUSHKIN

ANYA: HE WAS?

DIMITRI: SHORT!

VLADIMIR: COUNT ANATOLY

ANYA: HAD A ...

VLADIMIR: WART!

D'MITRI: COUNT SERGEI WORE A FEATHERED HAT.

VLADIMIR: I HEAR HE'S GOTTEN VERY FAT.

ANYA: AND I RECALL HIS YELLOW CAT ...

VLADIMIR: I DON'T BELIEVE WE TOLD HER THAT ...

(Vlad and Dimitri exchange a baffled glance)

ANYA: (Proudly) IF YOU CAN LEARN TO DO IT, I CAN LEARN TO DO IT!

VLADIMIR: DON'T KNOW HOW YOU KNEW IT.

ANYA: I SIMPLY KNEW IT! SUDDENLY I FEEL LIKE SOMEONE NEW IT!

VLAD & DIMITRI : ANYA, YOU’RE A DREAM COME TRUE!

VLADIMIR:: IF I CAN LEARN TO DO IT! YOU CAN LEARN TO DO IT! PULL YOURSELF TOGETHER

DIMITRI: IF HE CAN LEARN TO DO IT YOU CAN LEARN TO DO IT

ALL THREE: AND YOU'LL PULL THROUGH IT! TELL YOURSELF IT'S EASY. AND IT'S TRUE—

VLAD & DIMITRI: YOU CAN LEARN TO DO IT.

ANYA: NOTHING TO IT!

ALL: YOU CAN LEARN TO DO IT TOO!

(They go off down the road, the lesson continuing. The threesome and Pooka approach a ship.)

CUT TO: EXT. SHIP – DAY

(The SHIP carrying Anya, Dimitri, Vladimir and Pooka is at sea.)

INT. HALLWAY OF THE SHIP DAY

(Dimitri hands a dress to Anya. It is several sizes too large.)

DIMITRI: Here. I bought you a dress ANYA: (holding it up, laughing) You bought me a tent.

(Pooka snickers as Anya pokes her head inside it.)

DIMITRI: What're you looking for?

ANYA: (examining dress) The Russian Circus - I think it's still in here.

(Dimitri doesn't laugh.)

DIMITRI: Come on, just put it on. He walks away in a huff up the stairs,

DIMITRI: Agh.

(We see Anya holding up the dress, very pleased)

ANYA (excited): Hmm.

CROSS-DISSOLVE TO: EXT. DECK OF SHIP – NIGHT

Dimitri and Vlad are playing chess when Anya appears on deck wearing her new dress all fixed up. Vlad's jaw drops.

VLADIMIR: Check mate

ANYA: (to get their attention) THROAT CLEAR

VLADIMIR: Wonderkul! Marvelous! And now you are you're dressed for a ball, you will learn to dance for one as well. Dimitri.

(Dimitri sees Anya's incredible transformation.)

DIMITRI: But I'm not very good at it...

(Anya puts out her arms to dance. He awkwardly positions himself to dance with her. Vladimir counts off them into the waltz and then steps back to watch.)

VLADIMIR: And ... one- two- three. One- two- three.. No, no, Anya. You don't lead. Let him.

(Waltz Music begins. Dimitri is nervous. They dance.)

DIMITRI: That dress is really beautiful.

ANYA: Do you think so?

DIMITRI: Yes. I mean it was nice on the hanger but it looks even better on you. Yo ... you should wear it.

ANYA: I am wearing it.

DIMITRI: Oh, right of course, of course, you are. I'm just trying to give you'a ..

ANYA: Compliment? DIMITRI: Of course, yes.

(She smiles. They swirl into the dance, at first awkward, but little by little gaining in grace. Vladimir watches them.)

(The sun is setting and it's a glorious evening)

VLADIMIR: IT'S ONE-TWO-THREE AND SUDDENLY I SEE IT AT A GLANCE-- SHE'S RADIANT AND CONFIDENT AND BORN TO TAKE THIS CHANCE I TAUGHT HER WELL ' I PLANNED IT ALL! I JUST FORGOT ... ROMANCE! VLAD, HOW COULD YOU DO THIS? HOW WILL WE GET THROUGH THIS? I NEVER SHOULD HAVE LET THEM DANCE!

(Anya and Dimitri gradually slow their dancing.)

ANYA: I'm feeling a little dizzy.

DIMITRI: Kind of light headed?

ANYA: Yeah.

DIMITRI: Me too. Probably from the spinning

(They've stopped dancing by now.)

DIMITRI: Maybe we should stop.

ANYA: We have stopped.

(Dimitri and Anya begin to fall into a kiss.)

DIMITRI: Anya, I ...

ANYA: Yes ... ?

(Pooka starts barking at Dimitri, breaking the spell.)

DIMITRI: You're doing fine.

(Dimitri exits.)

(Anya watches him go, confused.)

CUT TO: INT. SHIP – NIGHT

Anya, Dimitri, Vladimir and Pooka are in a cabin. Dimitri is sound asleep, his backpack beside him on the floor. Anya is wrapped in a blanket. Vladimir is braced against the ship's beams, not weathering the storm well.

ANYA: (whispering to Vladimir) Oh ... are you all right?

VLADIMIR: Fine, fine. Just riddled with envy., Look at him, (INDICATING DIMITRI). He can sleep through anything.

(The ship tilts, timbers groaning. Pooka-climbs inside of Dimitri’s backpack knocking it over and The MUSIC BOX slides out of it and stops near Anya. She picks up the Music Box. Anya immediately has a sharp recollection, a shock. She cradles the box lovingly.)

ANYA: Gasp!

VLADIMIR: Pretty jewelry box, isn't it?

ANYA: Jewelry box? Are you sure that's what it is?

VLADIMIR: What else could it be?

ANYA: oh well, something else ... Something special ... something to do with a secret. (LAUGHS) Is that possible?

(ANGEL on Pooka, licking Anyals feet, wanting attention.)

(Vladimir climbs into his berth.)

(Anya laughs.)

VLADIMIR: Anything's possible. You taught Dimitri how to waltz, didn't you? ...

(She secures the Music Box in the backpack.)

(Pooka begs at feet of Anya to be picked up. She picks him up. She climbs into her berth, Pooka climbs up on her tummy.)

VLADIMTR (CONT'D): ... Sleep well, your majesty.

(Vladimir's large body traps Pooka between him and Anya. Anya uses her foot to move Vlad so that Pooka can move. Pooka snuggles next to Anya.)

ANYA:Sweet dreams, Pooka.

EXT. UNDERWORLD CUT TO: NIGHT

(Rasputin and Bartok gaze at the image of Anastasia falling asleep.)

BARTOK: There she is master, sound sleep in her little bed.

RASPUTIN: And pleasant dreams to you, Princess. I'll get inside your mind, where you can't escape me. (As he says this, SMOKY IMAGES begin to collect around the Reliquary, images of faces, trees, a lake all blur together.)

(Rasputin chuckles with delight. He BLOWS at the cloud of images sending them shooting skyward.)

CROSS DISSOLVE TO: SHIP'S CABIN – NIGHT

(From under the door SMOKY IMAGES silently slither. They move over toward Dimitri sleeping on the floor. Recognizing that he is not the right person they float across the cabin to her shoes then up over her berth and swirl around Anya.)

(CLOSE on Anya’s closed eyes as the Smoky Images wait for the opportunity to enter her mouth when she yawns. She smiles as Rasputin's dream begins. Images of Butterflies appear and circle around her face.)

CUT TO: EXT. FOREST - DAY - IN HER DREAM

(Anya is sleeping peacefully in a sunny open meadow. Alexi, Anastasia's young brother, walks up, surrounded by large Mystical Dream Butterflies. He waves to her, she waves back. He motions the Butterflies towards Anya. They approach her and fly around her.)

CUT TO: SHIP'S CABIN - REALITY

(Anya’s eyes are closed as she smiles in her sleep and sits,up in bed. The Dream Butterflies still swirl around her head. She gets out of her berth following them, sleepwalking to the cabin door it opens and she exits. As it closes ...)

(ANGLE on Pooka as he wakes up.)

CUT TO:

INT. SHIP'S HALLWAY – NIGHT

(Anya sleepwalks down the hallway toward the stairs following the "Dream Butterflies”. The ship pitching violently in the storm.)

CUT TO. INT. SHIP'S CABIN

(Pooka whines scratches at the cabin door, crying outlfbt Anya.)

(ANGLE on Dimitri sleeping. Pooka jumps on him trying to wake him. He just rolls over.)

EXT. SHIP'S DECK CUT TO:

(Rolling on a giant swell. Anya sleepwalks to the upper deck. In her dream, Alexi and the three butterflies lead her up a rock embankment and through a field of daffodils. Anastasia's three sisters in swimsuits in the distance. Alexi points to them as they leap to the pool below.)

PULL BACK TO REALITY

(Anya has climbed over the railing of the deck and is looking into the black ocean. Smiling she slides back against the ships railing.)

ALEXI: Come on!!

SISTERS: LAUGHTER!!

INT. SHIP'S CABIN

(CLOSE on Dimitri and Pooka. begs for him to wake up.)

CUT TO:

DIMITRI (still half asleep): What, what, what, what, what Pooka? Pooka what? (Dimitri looks up at Anya's empty berth and sees that she is gone.) DIMITRI (CONT'D): Anya, Anya, Anya ...

(Dimitri scrambles from his makeshift bed and runs towards the door. Pooka and Dimitri burst out the door and run towards the stairs. Pooka remains stranded at the bottom of the stairs.)

CUT TO: EXT. SHIP'S DECK

(Anya, holding the guide line, is teetering on the ships railing.)

EXT. FOREST - DAY - IN HER DREAM

(Anya holds on to a vine at edge of precipice overlooking a beautiful swimming pool. Little Alexi points down towards the offstage swimmers, the family looking up, is waving to her. Anya watches as little Alexi leaps towards the blue pool and she giggles.)

NICHOLAS: Hello, sunshine.

SISTERS: Come into the water!

ANYA: Hello. (GIGGLE)

NICHOLAS: Jump in, jump!

SISTERS: Come in!!

ALEXI: Yeh!

EXT. SHIP'S DECK – REALITY

(Anya stands on the ships railing, holding on to the guide wire, inching towards death.)

(ANGLE on Dimitri racing towards camera as the stormy sea crashes over him.)

DIMITRI (OS CONT’D): Anya!

(Dimitri is washed up into the crow's nest and suddenly sees Anya.)

DIMITRI (OS CONT’D): Anya stop!

(He grabs on to a rope line and swings out to rescue Anya about to leap to her death.)

EXT. FOREST - IN HER DREAM

(CLOSE on Anya in her dream. Nicholas waves for her to jump into the clear pond and join them. Anya nods and moves to jump in. Just as she is about to jump, Nicholas, face turns HIDEOUS AND FRIGHTENING, suddenly becoming Rasputin.)

DIMITRI: Anya, NO!

RASPUTIN: YES JUMP!!

ANYA: AH.

(Rasputin continues to grow into an evil god-like figure as the dwarfed Anya rises on a column of skulls. Flying bat-like Minions swarm in a circle around Anya. She reacts in fear. A giant Rasputin towers over her on the column of skulls. His harpy-like Minions are grabbing at her, encouraging her to jump.)

RASPUTIN: The Romanov curse. JUMP!! JUMP!!

ANYA: AAH!

(A Flying Minion grabs Anya around the waist, from behind ... )

EXT. SHIP'S DECK – REALITY

(Dimitri is holding her around the waist she struggles, rescuing her from the fall into the stormy sea.)

DIMITRI: Anya! Anya! Anya wake up, wake up.

(Anya JOLTS awake, terrified to see what almost happened to her. Dimitri lifts her to the other side of the railing. Anya, shaking and almost crying with fear, still half in a dream, throws her arms around Dimitri.)

ANYA: The Romanov curse.. The Romanov curse.

DIMITRI: The Romanov ... what are you talking about?

ANYA: I keep seeing faces ... So many faces.

(Anya hugs Dlmitri and cries.)

DIMITRI: It was a nightmare. It's all right, you're safe now.

CUT TO: EXT. UNDERWORLD – NIGHT

(Rasputin watches the image-of Anya and Dlmitri’s embrace, seething. He moans, grasping his head in frustration, his fingers actually sinking into his skull. Rasputin's neck is stretching and starting to tear as he pulls on his own head.)

(Bartok backs away from the impending explosion.)

RASPUTIN: (Screaming) No, Not again!

BARTOK: Easy, Master, wow... This is no time to loose your,head.

(Rasputin exerts a monumental effort to control himself.)

RASPUTIN: You're right. (A SOOTHING MANTRA) I am calm. I am heartless. I have no feelings whatsoever.

BARTOK: Sir.

(Rasputin opens his eyes, suddenly smiling.)

RASPUTIN: I feel a sudden onset of clarity, Bartok. I'll have to kill her myself. In person.

BARTOK: (amazed) What, you mean -- physically?

RASPUTIN” You know what they say. If you want something done right...

BARTOK: But that means ... going topside?!

RASPUTIN: Exactly. I have so many fond memories of Paris and killing the last of the Romanovs with my own hands, will be so dee... licous. Well, time to go.

BARTOK: But you're dead! You're falling apart! Sir, how do you expect to get to Paris in one piece?

RASPUTIN: I thought we'd take the train. (LAUGHTER)

(Rasputin raises the Reliquary. Thunder and lightning crack. Billowing smoke fills the room as Rasputin rockets thru the ceiling.)

BARTOK: Wow!!

CUT TO: EXT. PARIS - DAY PAN across the city to ESTABLISH Marie's Manor.

YOUNG WOMAN: MMM ... Ah yes, I remember so well. Uncle Yashin was from Moscow...

YOUNG WOMAN (CONT’D): Uncle Boris was from...

CUT TO: INT. MARIE'S STUDY

(Reveal a YOUNG WOMAN doing her best "Anastasia” for Marie, who slits hidden in the shadow of a canopied chair. SOPHIE and her CAT, TILLIE stand nearby.)

YOUNG WOMAN (CONT'D):... Odessa. And every spring... MARIE: (finishing the sentence) ... We would take picnics by the shore on Sunday. (leans into the light,) Haven't you anything better to do.

(Sophie and the Tillie, waddling in perfect unison, usher the woman to the door.)

SOPHIE: Oh, oh dear now, you have to leave now, yes? Good-bye.

MARIE: (quietly) No more. No more...

(Sophie and the Tillie waddle back to Marie's side. Sophie busies herself with a lavish preparation of tea.)

SOPHIE (CONT'D): Oh, oh... I must say I'm so sorry. I thought that one surely was real. Well, she was real I mean, she was human of course but not our real.

(She indicates a photo of Anastasia on the desk, then sets the tea cup down for the cat. Tillie sniffs the tea then turns up her nose.)

SOPHIE (CONT’D): ... But we won't be fooled next time! No, I'm going to think of really hard questions.

(She adds another lump of sugar to the cat's tea. Satisfied, the cat drinks.)

MARIE: No. My heart can't take it anymore! I will see no more girls claiming to be Anastasia.

(She looks at the photo on the desk and places it face down.)

CUT TO: EXT. ENTER PARIS - DAY

(Paris is sparkling in the morning sun as an old car enters the city and winds it's way to Sophie's house. We hear Dimitri giving Anya a last minute quiz.)

ANYA: Well, three days ago I didn't have any past at all and now I'm trying to remember an entire lifetime.

DIMITRI: That's why you've got me. Now where was Uncle Boris from?

ANYA: Moscow?!

CUT TO: EXT. SOPHIE'S PARIS HOUSE - DAY

(They pull up. Anya is nervous as Vladimir walks up to the front door. Vladimir knocks.)

MAID: Oui, Monsieur?

(Sophie comes to the door and gasps with delight.)

VLADIMIR: Sophie Stanislovskievna Somorkov-Smirnoff!

SOPHIE: (rapidly) Vladimir Vanya Voinitsky (stumbles, takes a breath) Vasilovich. Well this is unexpected. Oh, but look at me where are my manners. Come in, come in, everyone. I'm palpitating with amazement, and shock and surprise. All three.

(Sophie stands back as Vladimir, Dimitri and Anya enter.)

(Before Pooka can cross the threshold the door is slammed shut and he bumps into it with his nose. Quickly he jumps to the window box and presses his dace to the glass.)

CUT TO: INT. SOPHIE'S DRAWING ROOM - THROUGH THE GLASS

(Anya enters. She moves with grace and regal poise.)

VLADIMIR: May I present her Imperial Highness the Grand Duchess Anastasia Nikolayenva!

SOPHIE: Oh my heavens - she certainly does look like Anastasia! But so did many of the others.

SOPHIE: Where were you born?

ANYA: At the Peterhoff Palace.

SOPHIE: Correct.

CUT TO: EXT. OUTSIDE SOPHIE'S HOUSE

(Sundial showing the passing of time, then back to Pooka who is now pacing in the planter box. The flowers are destroyed.)

SOPHIE: And how does Anastasia like her tea?

ANYA: I don't like tea, just hot water and lemon.

SOPHIE: Good.

CUT TO: INT. SOPHIE'S DRAWING ROOM

SOPHIE: Finally you'll most likely find this an impertinent question, but indulge me. How did you escape during the siege of the palace?

(Dimitri and Vladimir exchange a nervous look. It's obvious they never briefed Anya on this one. Anya is silent for a moment, then:

ANYA: There was a boy, a boy who worked in the palace. He opened a wall -- (realizes what she's said) I'm sorry, that's crazy -- (on a lighter note, trying to recover) walls opening...

(Dimitri is shocked. He knows this is Anastasia Romanov and he can't believe it. He wanders outside. Anya does not see him.)

VLADIMIR: So... Is she a Romanov?

SOPHIE: Oh well, she answered every question...

(Anya's face lights up.)

VLADIMIR: You hear that, child... You did it!

(Anya hugs Vlad. Sophie smiles.)

VLADIMIR: So, when do we go and see the Empress?

SOPHIE: I'm afraid you don't.

VLADIMIR: Come again, my pet.

SOPHIE: The Empress simply won't allow it.

VLADIMIR: Now Sophie, my bright diamond. Surely you can think of some way to arrange a brief interview with the Dowanger. I refuse to budge till an answer occurs to you.

VLADIMIR: Please.

(Sophie thinks - then:)

SOPHIE: Do you like the Russian ballet? I believe they're performing in Paris tonight - the Dowanger Empress and I love the Russian Ballet - we never miss it.

(She looks to Vlad and smiles. He gets it.)

CUT TO: EXT. GARDEN

(Dimitri is still trying to put it all together in his head. Vladimir comes rushing out.)

VLADIMIR: (excited) We-e-e-e...

(Vlad tries to jump in the air and click his heels together - not even close.)

VLADIMIR (CONT'D): ... DID IT! We're goung to see the Imperial Higheness tonight! We're going to get the ten million rubles! We are going to be ah, ha, ha.

(Dimitri turns to him, still dumbfounded, and desperately repeats a line he's said man time without meaning.)

DIMITRI: But Vlad, Vlad, Vlad she is the princess.

(Of course, Vlad thinks he means that Anya just did well.)

VLADIMIR: Anya was extraordinary. I almost believed her and Sophie.

(Anya rushes out, excited.)

ANYA: Sophie wants to take us shopping for the ballet! Shopping in Paris?! Can you believe it!

CUT TO: EXT. CHANEL - AVENUE DE MONTAINE - AFTERNOON

(Vladimir, Sophie, Dimitri and Anya exit the Chanel shop, wearing new clothes.)

MUSIC BEGINS: BRIGHT, EXCITING, PARIS IN THE TWENTIES "PARIS HOLDS THE KEY TO YOUR HEART"

ACCORDION PLAYER: Lovers!

LADY FLOWER SELLER: Ooh La La!

SOPHIE: (To Anya, Dimitri and Vlad) Welcome, my friends to Paris

(She buys each a flower from the LADY FLOWER SELLER)

SOPHIE: Here have a flower on me. Forget where you're from. You're in France! Children come! I'll show you that French Joer De'vivre!

(Suddenly, our lovers are surrounded by a motley group of Parisians - street artist - musicians, a lady with poodles, etc. etc.)

SOPHIE: Paris holds the key to your heart! And all of Paris plays a part!

ACCORDION PLAYER, FLOWER SELLER: Just stroll two by two down what we call "La Rue"

SOPHIE AND ALL: And soon all Paris Will be singing to you! Ooh La La! Ooh La La! Ooh La Laaaa!

(Now all of Paris joins in - celebrities and non-entities alike, as our foursome makes its way along)

MAURICE CHEVALIER: Paris holds the key to l'amour!

ANYA: Oh!

FREUD: And not even Freud knows the cure!

LINDBERGH (In the Sky): There's love in the air!

JOSEPHINE BAKER, DANCING GIRLS: At the Follies Bergere!

PICASSO: The French have it down to an art!

(He shows a painting - maybe a woman with two heads, it scares people.)

ALL: Paris holds the key to your heart!

(We see a sign for the MOULIN ROUGE. Our couples go in.)

SOPHIE: When you're feeling blue come to Le Moulin. When your heart says "Don't" We French say "Do"!

CAN CAN GIRLS: When you think you can't You'll find you can can!

SOPHIE, ALL, CAN CAN GIRLS: You can can too!

ANYA: Gasp! Oh!

SOPHIE, CAN CAN GIRLS: WHEE! WHEE! WHEE!

(The Can Can girls begin to dance. Anya, Sophie and Vlad join in, but suddenly we're tight on Dimitri, who's watching Anya taking part in the fun...)

DIMITRI: Paris holds the key to your past. Yes, princess, I've found you at last. No more pretend. You'll be gone That's the end...

(The sounds of revelry come back witha wollop.)

ENSEMBLE: Paris holds the key to your heart

COUTURIER: You'll be tres jolie and so smart.

ISADORA DUCAN: Come dance through the night!

RODIN: And forget all your woes.

SOPHIE: The city of light!

GERTRUDE STEIN: Where a rose is a rose!

SOPHIE, ALL: And one never knows what will start! Paris holds they key....

DIMITRI: To her....

SOPHIE, ALL: Heart!

SOPHIE: Ooh La La!

ALL: Ooh La La!

END MUSICAL NUMBER

CUT TO: EXT. PARIS OPERA HOUSE STEPS - NIGHT

(As the BEAUTIFUL PEOPLE OF PARIS arrive, a very dapper Vladimir paces nervously on the steps. Dimitri also all done up, sits nearby.)

DIMITRI: We don't have anything to be nervous about. She's the princess...

VLADIMIR (misunderstanding): I know, I know but....

DIMITRI: (pointedly) No, no, no you don't know. I was the boy - in the palace. The one who opened the wall. She's the real thing, Vlad.

(Vladimir's jaw drops open, he can't believe it.)

VLADIMIR: That means our Anya has found her family! We have found the heir to the Russian throne! And you...

(Vlad stops. He suddenly gets it.)

DIMITRI: (finishing) ... will walk out of her life forever.

VLADIMIR: But...

DIMITRI: Princess' don't marry kitchen boys.

VLADIMIR: I know but... Dimitri.

DIMITRI (CONT'D): We're going to go through with this as if nothing has changed.

VLADIMIR: You've got to tell her?

(Dimitri turns and Anya is suddenly there.)

ANYA: Tell me what?

DIMITRI: How beautiful you look.

ANYA: Well, thank you.

(Anya smiles sweetly and looks down. Anya takes his arm and they walk up the stairs together.)

SOPHIE: (to get Vlad's attention) THROAT CLEAR

VLADIMIR: Ah, Sophie.

CROSS DISSOLVE TO: INT. PARIS OPEA HOUSE - NIGHT

(Anya is halfway up the grand staircase, when Dimitri finishing checking their coats and looks up at her. He stares. She turns back and nods for him to join her. Shaking the spell her beauty has cast over him, he leaps to her side.)

CROSS DISSOLVE TO: INT. OPERA BOX

(Dimitri, Vladimir and Anya take their seats. All around them people are whispering, taken with Anya.)

(Dimitri turns to Anya and gestures to the box seats to the left. He hands her the opera glasses.)

DIMITRI: Look. There she is.

(Anya gives Dimitri a very nervous look and takes the glasses aiming them toward Marie.)

(Anya's POV of the majestic Marie, sitting beside Sophie.)

ANYA: (like a prayer) Please let her remember me...

(Anya is very nervous, she watches Marie instead of the Ballet. She tears up her program. Dimitri reaches over and takes her hand.)

DIMITRI: Everything's gonna be fine.

INTERMISSION

(The lights come up, Dimitri turns to Anya.)

DIMITRI: (bittersweet) Come on. I guess it's time. Relax you're gonna be great.

(Anya goes to turn away.)

DIMITRI: Hey, hey, hey, hey, hey take a deep breath everything's gonna be fine.

CROSS DISSOLVE TO: INT. MEZZANINE -- MINUTES LATER

(They approach Marie's private balcony.)

DIMITRI: Wait here just a moment. I'll go in and announce you properly.

(Anya stops him.)

ANYA: Dimitri.

DIMITRI: Yes?

ANYA: Look, we've been through a lot together...

DIMITRI: Uh-huh.

ANYA (CONT'D): ... and I just wanted to...

DIMITRI: Yes?

ANYA: ...well, thank you I guess. Yes, thank you for everythiing.

(Dimitri takes his leave, then turns back.)

DIMITRI: Anya, I...

ANYA: Yes?

DIMITRI: I'm...I...MM...

ANYA: Yes?

DIMITRI: I wanted to wish you good luck..... Well... here goes.

(Dimitri smiles sadly and walks into the private balcony.)

INT. PRIVATE BALCONY

(Dimitri approaches Sophie.)

DIMITRI: Please inform her majesty, The Dowanger Empress, that I have found her granddaughter...

CUT TO: OUTSIDE THE BALCONY, Anya listening to Dimitri from the other side of the door, near bursting.

DIMITRI (OS CONT'D): ... the Grand Duchess Anastasia. She's waiting to see her just outside the door.

CUT TO: INT. PRIVATE BALCONY

SOPHIE: I'm very sorry young man but the Dowanger Empress, she will see no one.

(Overhearing this, Marie turns around and faces Dimitri. Rage burns in her face.)

MARIE: You may tell that impertinent young man that I have seen enough Grand Duchess Anastasias to last me a lifetime.

(Sophie has second thoughts and wants Dimitri to leave.)

SOPHIE: Um, you better go.

DIMITRI: Please, let me just...

MARIE: Now if you'll excuse me I wish to live the remainder of my lonely life in peace.

SOPHIE: Come, I'll see you to the door. Come, come now, come to the door.

(Sophie closes the curtain that accesses Marie, but Dimitri ducks through it and sits himself down IN A CHAIR NEXT TO THE DOWANGER.)

DIMITRI: Your majesty, I intend you no harm. My name is Dimitri... I used to work at the palace.

MARIE: Well, that's one I haven't heard, I must say.

(She rises to go.)

DIMITRI: Wait, don't go please if you'll just hear me out.

MARIE: I know what you're after. I've seen it before! Men who train young women in the royal ways.

(Marie pulls on a velvet rope summoning the guards.)

DIMITRI: But if your highess will... just listen.

MARIE: (interrupts) Haven't you been listening? I've had enough. I don't care how much you have fashioned this girl to look like her, sound like her or act like her. In the end, it never is her!

CUT TO: OUTSIDE THE BALCONY - Anya, who can't believe what she is hearing.

CUT TO: INSIDE THE BALCONY

DIMITRI: This time it is her!

MARIE: Dimitri, I've heard of you. You're that con man from St. Petersburg, who was holding auditions to find an Anastasia look-a-like.

ANYA: Gasp!

DIMITRI: But your grace, we've come all the way from Russia just to see you...

MARIE: And others have come from Timbuktu.

DIMITRI: No, it's not that, it's not what you think.

MARIE: (to guards) How much pain will you inflict on an old woman for money?

CUT TO: OUTSIDE THE BALCONY

(Anya horrified and ashamed as she realizes the truth about Dimitri and herself.)

MARIE (OS CONT'D): Remove him at once!

CUT TO: INSIDE THE BALCONY

DIMITRI: But she is Anastasia, I'm telling you, she's the Grand Duchess. If you'll only speak to her, you'll see!

(Dimitri is thrown out of the box and lands at Anya's feet, who stares at him with agonizing realization.)

ANYA: (devastated) It was all a lie, wasn't it?

DIMITRI: No, no...

ANYA: You used me... I, I was just a part of your con to get her money!

DIMITRI: No, no, no, no look it may have started out that way... but everything's different now because you really are Anastasia, you are.

ANYA: No... Stop it! From the very beginning you lied... and I not only believed you, I, I actually..

DIMITRI: Anya, please. When you spoke of the hidden door of the wall opening that time, and the little boy... listen to me that was...

ANYA: NO! I don't want to hear about anything I said or remembered! You just leave me alone!

(Dimitri grabs Anya's arm and she slaps him... then she turns and runs off, Dimitri follows her, but gets caught up in the crowd.)

DIMITRI: Anya please. You have to know the truth.

CROSS DISSOLVE TO: EXT. PARIS OPERA

(Long shot Paris Opera House. Marie coming out the door down the steps. Dimitri is still standing on the steps when he sees her.)

(Dimitri's POV as Marie is walking toward the car. A very proper CHAUFFER helps Marie in.)

(Dimitri slides into the drivers seat and roars away, the stunned Chauffer left standing in the dust.)

CHAUFFER: Your majesty!!

INT. CAR

(Marie is jolted by the fast motion of the car.)

CHAUFFER: Stop right now! Come back here!

MARIE: Ilya! Slow down!

(Dimitri turns from the front seat and looks at her.)

DIMITRI: I'm not Ilya and I won't slow down. Not until you listen.

MARIE: (recognizing Dimitri) You! How dare you?! Stop this car immediately! Stop this car!

(The car slams to a stop in front of Sophie's House. Dimitri gets out of the car and goes around to Marie's door and opens it.)

DIMITRI: You have to talk to her! Just look at her. Please.

MARIE: I won't be badgered by you a moment longer.

DIMITRI: Do you reconize this?

(Dimitri thrusts the MUSIC BOX into her hands. Marie is taken aback. Dimitri has her attention. Marie holds the music box against her chest tightly. She gasps.)

MARIE: Oh, where did you get this?

DIMITRI: (softer) I know you've been hurt. But it's just possible that she's been as lost and alone as you.

MARIE: You'll stop at nothing will you?

DIMITRI: I'm probably about as stubborn as you are.

CUT TO: INT. SOPHIE'S HOUSE - A MOMENT LATER

(Anya is packing to leave Paris. There is a knocking at the door.)

ANYA: (angrily packing): Go away, Dimitri...

(We hear the door open. Anya turns to see Marie.)

ANYA (CONT'D): Oh, I'm sorry. I... I thought you were...

MARIE: I know very well who you thought I was. Who exactly are you?

ANYA: Eh... I ... I was hoping you could tell me.

MARIE: (sighs) My dear, I'm old and I'm tired of being conned and tricked.

ANYA: I don't want to trick you.

MARIE: And I suppose the money doesn't interest you either?

ANYA: I just want to know who I am whether or not I belong to a family, your family.

(Marie stands.)

MARIE: You're a very good actress. The best yet, in fact. But I've had enough.

(Marie sweeps past Anya. Anya catches a scent of something.)

ANYA: Peppermint...

(Marie pauses. Still suspicious.)

MARIE: An oil for my hands.

(Anya closes her eyes, the memories flooding back.)

ANYA: Yes... I spilled a bottle... The carpet was soaked. And it forever smelled of peppermint. (LOOKS AT MARIE) Like you

(Marie is staring at Anya, stopped dead. Anya continues, surprising even herself.)

ANYA: I used to lie there on the rug and oh how I missed you when you went away... When you came here. To Paris.

(Marie notices Anya playing with a key around her neck.)

MARIE: What is that?

ANYA: This well, I've always had it... Ever since before I can remember.

UNDERSCORE: "THE MUSIC BOX"

MARIE: May I?

(Marie holds out her hands as Anya takes off the key and hands it to her. Marie takes the Music Box from her evening bag.)

MARIE (CONT'D): (through tears) It was our secret. My Anastasia's and mine...

(Anya begins humming the lullaby, then the music box begins to play. Marie is surprised that Anya knows how it works - is is Anastasia!)

ANYA (CONT'D): (singing, broken with emotion) (THE WORDS TO THE LULLABY FROM THE PROLOGUE)

(Tears stream down Marie's face as she joins Anya in the lullaby.)

ANYA & MARIE: Here this song and remember soon you'll be home with me Once Upon a December

(Their cracking voices trail off as they look at each other and know that their search is finally over. Anya and Marie throw their arms around each other in an emotional embrace.)

MARIE: Oh Anastasia! My Anastasia!

CUT TO: EXT. PARIS STREET OUTSIDE SOPHIE'S HOUSE - SAME NIGHT

PAN DOWN to Dimitri on street looking up at the window, he blows a kiss and turns to walk away.

CUT TO: INT. CLOCK TOWER IN THE CITY OF PARIS

(Bartok is sitting on a table. Rasputin walking down the stairs, walking, excited.)

RASPUTIN: Bartok! Get me a comb... find some cologne! I want to look my best.

BARTOK: That might take some work, sir.

RASPUTIN: Then snap to it. We're going to a party.

BARTOK: A party in Paris?

RASPUTIN: That's right.

(Bartok is so excited he starts moving his hips to the music.)

BARTOK: Ooh, I could teach you all the latest dance steps. It starts with, like a wooh, then you get really crazy with the hips sir. It's fun.

RASPUTIN: (ignoring him) We'll let the Grand Duchess Anastasia have her moment.

BARTOK: (carefree) But who cares?

RASPUTIN: And then we'll kill her!

BARTOK: Right, and then, Kill Her? (CONFUSED) Sir, what happened to the party idea?

RASPUTIN: That's where we're going to kill her. Crush her at the height of her glory.

BARTOK: (miserably) And we're back to the crushing. (ON HIS KNEES) Sir, I'm begging you please.... pleeeaze: Forget the girl, and get a life.

RASPUTIN: Oh, I'll get a life, Bartok. HERS!

CUT TO: INT MARIE'S STUDY - NIGHT

(The music box is on Marie's desk beside an unopened jewelry box. Marie sits on a sofa, a large simple wooden box open beside her. Anya sits on a hammock at her feet, looking at an informal photograph of her family, touching the faces slowly with her fingertips, tears welling up in her eyes. Marie gently takes the picture from behind her, stroking her hair.)

ANYA: I remember now, how much I loved them.

MARIE: They would not want us to live in the past, not now that we have found each other. Oh look here -- (taking a water color from the box) The drawings you gave me -- Remember?

ANYA: (taking the picture) Yes! Olga made me so mad -- she said it looked like a pig riding a donkey! She was right!

(Her voice bubbles with laughter.)

MARIE: In your laughter, once again I hear my Nicky, your dear father..

(She stands and leads Anya to the jewel box, opening it. Displayed in rich velvet is a dazzling array of jewelry. Anya gasps.

MARIE (CONT'D): But you have the beauty of your mother, Alexandra, Empress of all Russia.

(Marie takes the exquisite tiara from the box and places it on ANYA's head, turning her to look in the mirror. Wide-eyed, ANYA sees that she looks like a princess indeed. From her C.U.:

CROSS DISSOLVE TO: INT. ANYA'S BEDROOM IN SOPHIE'S HOUSE -- DAY

(The same crown, the same wide-eyed expresion, but now as we pull back from the reflection in this mirror, Sophie and a SEAMSTRESS are just stepping back, rapturous, making final adjustments, and revealing Anya in her exquisite gown. Anya turns slightly, watching herself, touching the gown in wonder.)

CUT TO: INT. MARIE'S STUDY - DAY

(Dimitri stands before Marie and an open valise filled with the reward money.)

DIMITRI: You sent for me, your Grace?

MARIE: Ten million rubles... As promised, with my gratutide.

DIMITRI: I accept your gratutude. You Highness. But I don't want the money.

(Marie smiles.)

MARIE: (a bit suspicious) What do you want, then?

DIMITRI: Unfortunately nothing you can give (BOWS)

(He starts to leave, Marie is puzzled and intrigued.)

MARIE: Young man. (HE STOPS) Where did you get that music box?

(Dimitri doesn't answer. She crosses to him.)

MARIE (CONT'D): You were the boy, weren't you? The servant boy who got us out. You saved her life, and mine. Then you restored her to me, yet you want no reward?

DIMITRI: Not anymore.

MARIE: Why the change of mind?

DIMITRI: It was more a change of heart. (ALMOST FLEEING) I must go.

(Dimitri bows and leaves quickly. Marie is left wondering.)

CROSS DISSOLVE TO: INT. HALLWAY OF MARIE'S HOUSE - DAY

(Anya sees Dimitri coming down the steps. She draws herself to full regal height. He stops when he sees her.)

ANYA: (distantly) Hello, Dimitri.

DIMITRI: Hello.

ANYA: Did you collect your reward?

DIMITRI: My business is complete.

MAJOR DOMO: Eh, young man you will bow and address the Princess as "Your Highness."

ANYA: No, that's not nec...

(Dimitri raises his hand to stop her. He BOWS.)

DIMITRI: Please, your Highness. I'm glad you found what you were looking for.

ANYA: Yes, I'm glad you did too.

DIMITRI: Well, then... Goodbye. (ADDING) Your Highness.

(He bows and exits. Anya stares after him for a moment.)

ANYA: (softly, to herself.) Goodbye...

CUT TO: INT. MARIE'S APARTMENT - AFTERNOON

(Vladimir is looking in the mirror admiring himself. He is in full fancy dress for the coronation. Pooka enters in full fancy dress wearing a crown, a medal and a sword. Vladimir sees that Pooka looks and feels miserable.)

VLADIMIR: (to Pooka, re: the dog's clothes) You look fabulous. Oh, do you mind?

(Vladimir steals the medal from around Pooka's neck and pins it on his own chest.)

VLADIMIR (CONT'D): No, of course not, you're a wonderful dog.

(Dimitri enters and picks up his travel bag. Vlad sees his reflection in the mirror and turns.)

DIMITRI: Well if you're ever in St. Petersburg again look me up. So long, Vlad.

(Vladimir hugs Dimitri.)

VLADIMIR: Oh, my boy, you're making a mistake.

DIMITRI: Trust me, this is the one thing I'm doing right.

(Forcing a smile, Dimitri cuts Vlad off, shaking his hand and patting him on the shoulder. Pooka understands that Dimitri is leaving, he whimpers. Dimitri scratches his nose.)

DIMITRI: So long mutt.

(Pooka licks Dimitri's hand)

DIMITRI: I can't stay. I don't belong here.

(Dimitri exits.)

CUT TO: INT. GRAND PALAIS - NIGHT

(Couples in splendor, waltz on the floor while guests whisper excitedly about Anastasia appearing. Many of them were at the opening ball in St. Petersburg. An ORNATE CHIR sits alone on an empty stage - waiting for the Princess.)

CUT TO: INT. GREEN ROOM - NIGHT

(Anya looks through the curtaiin at the dancing crowd, looking for Dimitri, knowing he's not there. Marie watches Anya.)

MARIE: He's not there.

ANYA: Oh, I know he's not, he --

(She's caught. She tries to cover, badly.)

ANYA (CONT'D): Who's not there, Grandmama?...

MARIE: A remarkable young man who found a music box...

ANYA: No he's probably too busy spending his reward money as fast as he can.

MARIE: Look at them dance! You were born to this world of glittering jewels and fine titles, but I wonder if this is what you really want.

ANYA: Of course, of course it is. I found what I was looking for. I found out who I am. I found you.

(She doesn't sound happy. She turns to Marie, and now her voice is filled with real warmth.)

MARIE (CONT'D): Yes you did find me, and you'll always have me. But is it enough?

(They embrace.)

MARIE: My darling ---

(For a moment Marie just holds her. There are tears in her eyes. She knows she has to tell Anya the truth. She pulls away, looks at Anya, and sighs.)

MARIE (CONT'D): ... he didn't take the money.

(Anya looks at her in shock.)

ANYA: He... didn't?...

MARIE (CONT'D): Knowing that you are alive, seeing the woman you have become, brings me joy I never thought I could feel again.

(Anya embraces her again, resting her head on Marie's shoulder. Marie turns Anya gently, pulling back the curtain to look OUT AT THE CROWD.)

MARIE (CONT'D): Whatever you choose, we will always have each other.

ANYA: (turning agin) Grandmama, can't you tell me --

(But Marie is gone. Anya looks at the CROWD. She straightens her shoulders, pushes the curtain a little farther back -- but suddenly she hears Pooka's HYSTERICAL BARKING. She turns to see him just disappearing through the terrace doors.

ANYA (CONT'D): Pooka?

(She hurries out to the Terrace.)

CUT TO: EXT. TULERIES GARDEN DOOR - NIGHT

(A shadow moves through the garden door. Slithering into the darkness like the crafty Serpent of Eden.)

ANOTHER ANGLE: Pooka barks in the darkness. He edges her further out into the topiary garden. Towering hedges in the shape of horses, elephants and giraffes suurpind him.He disappears.

ANOTHER ANGLE: Anya appears in the doorway, worried A beat. Pooka BARKS (OS). Confused, she hikes up her gown and heads after him.

ANOTHER ANGLE: Anya submerges herself deeper and deeper into the darkness, leaving the light and cheer of the party behind. The BARKING continues into the distance (OS).

ANYA: (worried) Pooka? Pooka?....

(As she wanders further into the topiary garden we notice something odd: the SHADOWS are moving in her wake!)

CUT TO: INT. TRAIN STATION - SAME TIME

(Dimitri is next in the ticket time. He fishes in his pocket for money, comes up with the FLOWER.)

(CLOSE on Dimitri staring at the flower. Thinking of Anya.)

VOICE (OS): You're next.

(Dimitri turns to the TICKET WOMAN, tormented with indescision.)

CUT TO: EXT. GARDEN - SAME TIME

(Moving shadows. Anya's silhouette passes through a moonbeam. She is no longer worried. She is scared. For a moment, Pooka's barking stops (OS). Ticking silence. Anya is lost in the topiary garden. Alone. She senses a presence. A bark! Anya spins in circles, desprearley trying to orient herself. She sees Pooka! Barking at the bushes around him.)

ANYA: Pooka? ... Here boy!

(Pooka keeps barking! Anya whirls about to face -- A TOPIARY BUSH. Blocking her way out. She frowns: it wasn't there before!)

ANYA (CONT'D): There you are.

(She spins: ANOTHER TOPIARY BUSH blocks her path. It wasn't there before! Pooka barks wildly!)

(She whirls around: the Topiary Bushes have moved again. Pooka barks.)

(ANOTHER ANGLE: Anya spins! -- The Topiary Bushes are rearranged, casting long shadows across her face like groping fingers. She is trapped, boxed in. Pooka barks as the green creatures seem ready to spring at her.)

RASPUTIN (OS): An-a-sta-sia... Anastasia

(Anya gulps, her eyes wide. Who said that? She firmly grabs her gown and makes a run for it through a small opening. Pooka follows, barking at all sides.)

(She pushes through to come upon..)

THE BRIDGE

(Where they come to a top)

EXT. TUILERIES GARDEN - NIGHT

(ANYA in the garden.)

RASPUTIN (OS): Anastasia.

(She turns to face...)

(Rasputin. A silhouette in the moonlight. Hunched over. Atrophied. Holding the glowing Reliquary. He steps closer. Rasputin bows cynically, cruelly.)

RASPUTIN: Your Imperial Highness. Look what ten years has done to us: you a beautiful young flower and me a rotting corpse.

ANYA: That face!

RASPUTIN: Last seen at a party like this one.

ANYA: A curse....

(He ominously raises the Reliquary. Bartok peeks out from Rasputin's beard, then hides.)

RASPUTIN: Followed by a tragic night on the ice, remember!

(WHOOSH! -- Rasputin fires a stream of crackling smoke from the Reliquary! It ices over the bridge and everyhing around it! The stone CHERUB faces twist horribly, they grow fangs, ears are pointed, they become devilish imps!)

(Anya is thrown to the ground by the blast. She picks herself up. Now she remembers.)

ANYA: Rasputin!

RASPUTIN: (imitating, mocking) "Rasputin!" Destroyed by your despicable family! But what goes around comes around!

(He bursts out in laughter as he raises the Reliquary. Anya stands frozen in terror, unsure of what comes next. Smoke billows out.)

(Minions take shape from the smoke! They swarm towards Anya like a pack of locusts as we hear the flapping of thousands of wings, They taunt her, poke her, tear her dress, steal her crown! Spinning in circles!)

RASPUTIN (CONT'D): And around! And around! And around! And around!

ANYA: Stop no, get away. No, no...

(Rasputin laughs gleefully. Her terror brings him joy. The Minions begin to push Anya toward the bridge. Her back arches against the side, about to tip over. Pooka's eyes are huge.)

(Anya bats her arms, fighting them, hitting them. The Minions squawk like the cowards they are and suddenly dissipate back into smoke. Gone, disappeared.)

(Bartok flies up to the Pegasus and perches there safely.)

BARTOK: You're on your own, Sir. This can only end in tears.

(Anya locks her eyes onto Rasputin's. She takes a step forward, facing him in all his horror. Rasputin smiles but cannot betray a hint of surprise.)

ANYA: I'm not afraid of you.

RASPUTIN: I can fix that! Care for a little swim under the ice?

(WHOOSH! -- Smoke shoots from the Reliquary. Cracks race across the bridge like lightning bolts.)

(WHOOSH! -- The bridge creaks and moans hideously!)

(WHOOSH! -- A blast of snow and ice slams into Anya like a fist, throwing her backwards as she slides down the side! Rasputin laughs.)

RASPUTIN (CONT'D): Say your prayers, Anastasia! No one can save you!

DIMITRI (OS): Wanna bet?

(Rasputin spins to see Dimitri charging him. Dimitri smashes him in the face with his fist. Rasputin spins and the Reliquary shoots again, blasting the bridge. Anya falls further downward as pieces of the bridge crumble. Dimitri leaps over the side after her. Rasputin looks over the side at them.)

(Anya struggles to grasp his hand. Their eyes meet.)

ANYA: Dimitri! If we live through this remind me to thank you.

(Rasputin stares down at them over the side.)

DIMITRI: You can thank me later.

RASPUTIN: How enchanting, "together again", for the last TIME!

(Rasputin fires his Reliquary! A swarm of Minions blast Dmitri into the air, higher and higher and right onto the PEGASUS!)

RASPUTIN (CONT'D): You'll get a kick out of this!

(The Pegasus springs to life and majestically leaps off it's column with Dimitri on it!)

ANYA: Noo...

(It bucks Dimitri off it's back, sending him through the air. Dimitri lands on the bridge. The Pegasus attacks him, rearing and neighing. Dimitri struggles to roll away.)

(Meanwhile, Anya climbs up the bridge. Dimitri glances down to see her.)

DIMITRI: Wow!

ANYA: Dimitri!

RASPUTIN: Taha!

DIMITRI: Anya, Watch Out!

(The Pegasus chases Dimitri until he falls to a ledge.)

(Meanwhile, Anya has climbed to the edge. She sees Dimitri. Rasputin suddenly grabs her.)

RASPUTIN: Dasvidanya, your Highness.

(He throws her down, sending her back over the edge. She struggles to hang on with both hands.)

DIMITRI: Hold on!

RASPUTIN: Finally, the last Romanov death!

(Rasputin laughs as Anya looks side ward to see another way up. Suddenly Pooka bites Rasputin;s ankle! Rasputin screeches! He turns back to see Anya gone and assumes she has fallen. He blasts the Reliquary over the side for good measure.)

RASPUTIN: Ya, ha, ha!

DIMITRI: No! ANYA!

(Dimitri leaps off the bridge after Anya. The Pegasus charges after him. Dimitri grabs its reigns and hangs on in mid-air as it carries him aloft.)

(Rasputin looks down to see nothing but a cloud of ice and smoke.)

RASPUTIN: Long live the Romanovs!

(Anya steps through the smoke!!)

ANYA: Right, I couldn't have said it better myself!

(Anya lunges at Rasputin, butting him head-on! They fall to the ground and struggle t grasp the Reliquary, which rolls across the bridge. Rasputin grabs it and shoots a stream of Minions at Anya. She tumbles backwards. Suddenly Pooka leaps up and grabs the Reliquary in his mouth. The Minions around Anya dissipate into smoke!)

RASPUTIN: AAAAGGGHHH!

(Pooka leaps away with it, trips, and the Reliquary falls right at Anya's foot. Rasputin cowers. His power is gone.)

(Anya hears a horse whinny and looks over to see Dimitri lying still, perhaps dead, beneath the horse. She is furious!

ANYA: This is for Dimitri... Ah...

RASPUTIN: Give it back!

ANYA: This is for my family!

RASPUTIN: I'll tear you to pieces!!

(She stomps the Reliquary!)

(Cracks form. The Pegasus suddenly crumbles to pieces! Rasputin screams as she strikes it again! He leaps for it. It is too late; Anya whacks it again with her foot!)

ANYA: And this, this is for you!

RASPUTIN: No!

(Anya, smashes the Reliquary to bits.)

ANYA (CONT'D): Dasvidanya!

RASPUTIN: AAAGGGHHH!!!

(KABOOM! -- IT EXPLODES! Anya leaps back as a green light sprays into Rasputin, beginning with his fingers a coursing into him like an electric current. Like a beacon in the night. A lighthouse attracting the denizens of hell, who arrive, wings beating him down... enveloping him.. circling him.)

(His skin glows. It shimmers. Then it starts to melt off him! Leaving nothing but a rattling, screaming skeleton! The skeleton cracks, unhinges, the skull keeps screaming! The bones fall apart and crumble t dust as the Minions fly away.)

CUT TO:

(Anya hurries over to Dimitri, who lies there, still as death. She gently strokes his hair.)

ANYA: Ooh... Oh no.. Dimitri..

(Suddenly he growns!)

ANYA: (upon hearing Dimitri): (Gasps!)

DIMITRI: Ouch!

ANYA: Dimitri! Oh!

DIMITRI: Ow, ow, ow, ow... Oh no let go. Let go, easy.

ANYA: Sorry!

(Dimitri picks himself up as Anya pulls back. He smiles.)

DIMITRI: Yeah, I know. I know. All men are babies!

(Suddenly their faces move closer together. Both are so happy the other is alive that their love can't help but sputter out...)

ANYA: I thought you were going to St. Peter.....

DIMITRI: I was...

ANYA: You didn't take the...

DIMITRI: I couldn't.

ANYA: Why?

DIMITRI: Because... I...

(Their lips are about to meet when Pooka barks (OS). The romantic spell is broken.)

(They pull apart to see Pooka with the crown in his mouth. Dimitri takes it and hands it to Anya.)

DIMITRI: Oh... they're waiting for you.

(Anya looks at him, at the crown. At him. The crown.)

INT. GRAND PALAIS GREEN ROOM - NIGHT

(A hat box sits opened on a table. The crown sits next to it. Sophie cries tears of joy as she stares at the note that came with it.)

ANYA (OS): Dear Grandmama, wish me luck. We'll be together in Paris again soon. A bientot.

SOPHIE: They've eloped. Isn't it romantic. It's a perfect ending.

(Vlad enters the room. Marie, regal and wise, stares out a window at a distant boat on the Seine.)

MARIE: No it's a perfect beginning.

(Marie wipes away a tear before Sophie can see it. She gives the boat one last look: happy and sad, then turns to go.

CUT TO:

EXT. RIVERBOAT - NIGHT

(Dimitri and Anya are dancing on the riverboat.)

ANYA: (Laughter)

(Finally, Anya and Dimitri kiss. Pooka blushes.)

(PAN UP to see BARTOK imitating their dancing. Suddenly a female bat flies down and joins him. He's shy. She takes the upper hand and kisses him.)

BARTOK: Ah hello. (Kiss) Wow! I tell you what WOW (giggles) So long everybody! Ah Ah!!!!

(As Bartok says his line, he pulls the shade down.)

FADE OUT:

THE END

Cast

 * Meg Ryan — Anastasia
 * John Cusack — Dimitri
 * Kelsey Grammer — Vladimir
 * Christopher Lloyd - Rasputin
 * Hank Azaria - Bartok
 * Bernadette Peters- Sophie
 * Angela Lansbury - Dowager Empress Marie Feodorovna
 * Frank Welker - Pooka