HARRY POTTER


                        AND THE


                  PRISONER OF AZKABAN



 
                          by
                      Steve Kloves









                   Based on the book by
                      J.K. Rowling













                           FULL TAN DRAFT

                           February 24, 2003




     FADE IN:








1    EXT. NUMBER FOUR PRIVET DRIVE - MIDDLE OF THE NIGHT         1

     The street slumbers, adrift in shadow. Then... a curious
     BEAM OF LIGHT BOBS beyond the second-story window of
     Number Four.




2    INT. HARRY'S ROOM - SAME TIME - MIDDLE OF THE NIGHT         2

     A tent of blankets.   Within... the SHADOW of a BOY.   A

     WHISPER:


                              HARRY

                Lumos Maxima...
     The tent BLOOMS SOFTLY with light -- briefly illuminating
     a bedside PHOTOGRAPH (of James & Lily Potter) -- then
     goes dark.

                              HARRY

                Lumos Maxima...
     The blankets bloom once again when, down the hall, a
     TOILET FLUSHES. Instantly, the SHADOW stiffens, the
     blankets DIM, and the tent flattens. Just as...
     ... the bedroom door OPENS, revealing... UNCLE VERNON.
     He peers inside, eyes flashing suspiciously, then...
     withdraws.
     The tent rises.

                              HARRY

                Lumos Maxima...
     As the blankets blaze, we CUT INSIDE, find a SKINNY BOY
     with a crow's nest of black hair, thick glasses sitting
     crookedly atop his nose: HARRY POTTER. Open before him
     is Violeta Stitch's Extreme Incantations. Once again, he
     speaks:

                              HARRY

                Lumos... MAXIMA!




2A   EXT. NUMBER FOUR PRIVET DRIVE - SAME TIME - NIGHT           2A

     A BLINDING BLAST OF LIGHT FLASHES from the second story
     window of Number Four. DOGS BARK. And a TITLE CARD
     appears:

                             HARRY POTTER

                               and the
                        Prisoner of Azkaban




                                                            3.





2B     INT. HARRY'S ROOM - SAME TIME - NIGHT                      2B




       The light in the hallway SNAPS on, Harry's tent droops
       once more and, seconds later, Harry's door eases open.
       Uncle Vernon peers in and switches on the light. The
       room is utterly SILENT. Slowly, he closes the door.







3      OMITTED                                                    3

thru                                                              thru

5                                                                 5








6      INT. FOUR PRIVET DRIVE - STAIRWAY/FRONT HALL - DAY         6




       The DOORBELL CHIMES and a shrill VOICE THUNDERS:

                                AUNT PETUNIA (O.S.)

                          Harry!
                 Harry!
       Harry bounds down the stairs and into the front hall,
       where his AUNT PETUNIA and cousin DUDLEY stand stiffly.
       Petunia flicks a bit of fluff from Dudley's sweater,
       glowers crossly at Harry, and jerks her head toward the
       door.

                                AUNT PETUNIA

                 Well, go on.   Open it.
       Harry reaches for the knob when -- BLAM! -- it BURSTS
       OPEN, revealing a LARGE, WADDLING WOMAN (AUNT MARGE) and
       a LARGE WADDLING BULLDOG (RIPPER). Uncle Vernon lurches
       forward out of the teeming RAIN, an ENORMOUS SUITCASE in
       hand, and drops it on Harry.

                                AUNT PETUNIA

                 Marge!   Welcome! How was the
                 train?

                                AUNT MARGE

                 Wretched.   Ripper got sick.

                                AUNT PETUNIA

                 Ah.   How... unfortunate.

                               AUNT MARGE

                 I would've left him with the
                 others, but he pines so when I'm
                 away. Don't you, darling?
       Aunt Marge puckers her lips at Ripper and leads him down
       the hallway. Harry follows with Uncle Vernon.

                                                    (CONTINUED)





                                                              4.





6   CONTINUED:                                                     6





                                 HARRY

                 Uncle Vernon.    I need you to sign
                 this form.




                                 UNCLE VERNON

                 What is it?

                                 HARRY

                 Nothing.    Something for school...
    Uncle Vernon eyes the PARCHMENT in Harry's hand
    suspiciously.

                                 UNCLE VERNON

                 Later perhaps.    If you behave.

                               HARRY

                 I will if she does.

                                 AUNT MARGE

                           (turning, eyeing Harry)
                 So.    Still here, are you?

                                 HARRY

                 Yes.

                               AUNT MARGE

                 Don't say 'yes' in that ungrateful
                 tone. Damn good of my brother to
                 keep you, if you ask me.
                         (to Vernon, Petunia)
                 It'd have been straight to an
                 orphanage if he'd been dumped on
                 my doorstep.
    Just then Dudley -- sitting comatose before the TV --
    emits a HOLLOW, BRAIN-DEAD CHUCKLE.

                               AUNT MARGE

                 Is that my Dudders! Hm? Is that
                 my neffy poo? Come and say hello
                 to your Auntie Marge.
    Marge flashes a thick FAN of POUND NOTES. Dudley blinks,
    waddles forward, and extends his plump palm obediently.
    Harry looks on, then sees Ripper snuffling about his
    ankle.




7   INT. FOUR PRIVET DRIVE - DINING ROOM - DUSK                    7

    As Harry clears the dishes, Uncle Vernon brings out a
    bottle of brandy.

                                                     (CONTINUED)





                                                             5.





7   CONTINUED:                                                    7





                               UNCLE VERNON

                 Can I tempt you, Marge?

                               AUNT MARGE

                 Just a small one. A bit more... a
                 bit more... That's the boy.
                         (taking a
                          sloppy sip)
                 Aah. Excellent nosh, Petunia.
                 It's normally just a fry-up for
                 me, what with twelve dogs.
    She smacks her lips, lowers her brandy, and lets Ripper
    take a slobbery lap out of the glass... then catches
    Harry looking.

                               AUNT MARGE

                 What are you smirking at! Where
                 is it that you send him, Vernon?

                               UNCLE VERNON

                 St. Brutus's. It's a first-rate
                 institution for hopeless cases.
    Hearing this, Harry frowns, glances at Uncle Vernon, who
    glares darkly at him.

                               AUNT MARGE

                 I see. And do they use the cane
                 at St. Brutus's, boy?

                               HARRY

                         (sarcastically)
                 Oh, yes. I've been beaten loads
                 of times.

                               AUNT MARGE

                 Excellent. I won't have this
                 namby-pamby wishy-washy nonsense
                 about not hitting people who
                 deserve it.
                         (another sip)
                 Still. Mustn't blame yourself for
                 how this one's turned out, Vernon.
                 It all comes down to blood. Bad
                 blood will out. What is it the
                 boy's father did, Petunia?

                               AUNT PETUNIA

                         (agitated)
                 Nothing. That is... he didn't
                 work. He was -- unemployed.

                                                    (CONTINUED)





                                                          6.





7   CONTINUED:    (2)                                             7





                              AUNT MARGE

                 Of course. And a drunk,
                 I expect --




                                 HARRY

                 That's a lie.
    Aunt Marge pauses on her wine, eyes narrowing on Harry.

                               AUNT MARGE

                 What did you say?

                               HARRY

                 My dad wasn't a drunk.
    POP!   The GLASS in Aunt Marge's hand EXPLODES.

                               AUNT PETUNIA

                 Oh my goodness! Marge!

                               AUNT MARGE

                 Not to worry, Petunia. I have a
                 very firm grip.
    Harry stares at the shattered glass in surprise.

                                 UNCLE VERNON

                 You go to bed.    Now.

                               AUNT MARGE

                 Quiet, Vernon. It doesn't matter
                 about the father. In the end it
                 comes down to the mother. You see
                 it all the time with dogs. If
                 there's something wrong with the
                 bitch, there'll be something wrong
                 with the pup...

                                HARRY

                 Shut up!   Shut up!
    Aunt Marge starts to    reply, when -- ZING! -- a BUTTON on
    her dress sails into    the air. SEAMS GROAN. THREAD
    SNAPS. Aunt Marge's     eyes WIDEN. Her cheeks BILLOW. Her
    whole body BILLOWS.     And she begins to INFLATE like a

    MONSTROUS BALLOON.


                                 UNCLE VERNON


                 MARGE!

    As she rises, Uncle Vernon leaps for her. RIPPER GROWLS,
    fixes his teeth to his trousers. Harry frightened by
    what he's done, watches Aunt Marge BOUNCE GENTLY across
    the ceiling and into the CONSERVATORY.




                                                            7.





7A   EXT. BACK YARD - CONTINUOUS ACTION - DUSK                   7A




     The others race outside. As Aunt Marge begins to float
     away, Uncle Vernon grips her hands.

                              UNCLE VERNON

               Don't worry!   I've got you...
     Slowly... to his horror... Uncle Vernon himself begins to
     RISE. Aunt Marge looks fearfully into his eyes...

                              AUNT MARGE

               Vernon.   Don't you dare --
     But he does. He lets go. Falls to his knees.     And
     watches Aunt Marge float away.




8    INT. HARRY'S ROOM - DUSK (SECONDS LATER)                    8

     Harry crashes inside, takes his TRUNK, then puts his heel
     to a LOOSE FLOORBOARD and removes his WAND from its
     hiding place. Turning, he grabs the PHOTOGRAPH of his
     parents.







9    INT. HALLWAY - DUSK (SECONDS LATER)                         9

     BOOM! BOOM! BOOM! Harry tows the TRUNK down the
     stairs... finds Uncle Vernon waiting for him.

                             UNCLE VERNON


               YOU BRING HER BACK! YOU BRING HER


               BACK AND PUT HER RIGHT!


                             HARRY

               No! She deserved what she got!
               And you... you keep away from me.
     Uncle Vernon eyes Harry's wand nervously, then grins with
     knowing cruelty.

                             UNCLE VERNON

               You're not allowed to do magic out
               of school. They won't have you
               now. You've got nowhere to go.
     Harry realizes it's true.   Briefly falters.   Then:

                             HARRY

               Anywhere's better than here.




9A   EXT. NUMBER FOUR PRIVET DRIVE - DUSK (SECONDS LATER)        9A

     As Harry storms out with his trunk, we DOLLY TO the
     street WITH him. High in the sky, a plump DOT rises.
     Aunt Marge.




                                                         8.





10   EXT. MAGNOLIA CRESCENT - NIGHT (LATER)                    10




     Harry walks and walks and walks, then... stops. Glances
     about. An empty PLAYGROUND. SWINGS CREAKING gently on
     rusted chains. A tiny CAROUSEL, kissed gently by the
     wind, turning slowly.



     Harry drops the trunk. Sits. Deep in the night, an
     ALARM SHRIEKS, goes SILENT. Harry, still as a statue.
     Listening. In the trees above, LEAVES TREMBLE. The WIND
     gathers.
     Harry turns, studies the swaying swings, the carousel.
     Then, he... stiffens. Turns back. Sensing something in
     the shadows across the street, he rises. Slowly draws
     his wand.
     Then he sees... it. Something BIG. Darker than the
     shadows which conceal it. Something with WIDE, GLEAMING

     EYES.

     Harry steps back. Afraid to look. Afraid not to. Wand
     outstretched... he TRIPS, tumbles over the forgotten
     trunk. The tip of his wand BLAZES.
     BANG!   TWIN BEAMS of BLINDING LIGHT spear the night.

                             HARRY

               Aaaah!
     GIANT WHEELS bear down. Harry rolls clear -- just as a
     PREPOSTEROUSLY PURPLE, TRIPLE-DECKER BUS SCREECHES to a
     halt. GOLD LETTERS glimmer above the windscreen: The
     Knight Bus.
     DOORS HISS. Snap back. REVEAL STAN SHUNPIKE, an 18-
     year-old boy in a WRINKLED CONDUCTOR'S UNIFORM. Pasty
     face. Raccoon eyes. Stan looks like he hasn't seen the
     sun in years.

                             STAN SHUNPIKE

                       (wearily, drearily)
               Welcome to the Knight Bus.
               Emergency transport for the
               stranded witch or wizard. My name
               is Stan Shunpike, and I will be
               your conductor this evening.
                       (peering at Harry)
               Wha' choo doin' down there?

                             HARRY

               Fell over.

                             STAN SHUNPIKE

               Wha' choo fall over for?

                                                 (CONTINUED)





                                                              9.





10   CONTINUED:                                                    10





                                HARRY

                  I didn't do it on purpose.
     Stan eyes Harry suspiciously, nods slowly.




                                STAN SHUNPIKE

                  Well, come on then. Let's not
                  wait for the grass to grow.
     As Stan grabs Harry's trunk, Harry peers into the shadows
     across the street -- now simply shadows -- and climbs
     aboard.




11   INT. THE KNIGHT BUS - NIGHT (MOMENTS LATER)                   11

     No seats. Only BEDS. The BRASS frames need a shine, the
     lines a wash. In one bed, a DISHEVELED WIZARD GRUNTS,
     turns over in his sleep.

                                DISHEVELED WIZARD

                  Not now... I'm pickling slugs...
     Behind the wheel, ERNIE, an UNSHAVEN WIZARD in THICK
     GLASSES, stares straight ahead, armpits stained with
     sweat. A SHRUNKEN HEAD dangles from the rearview mirror,
     MUTTERING incessantly through the STITCHES that lace its
     mouth.

                                STAN SHUNPIKE

                  Take 'er away, Ern.

                                SHRUNKEN HEAD

                  Yeah, take it away!
     BANG! Ernie rockets away and the beds -- as one -- slide
     six inches to the rear. Harry drops onto the bed
     nearest, peers up at the CHANDELIER SWAYING directly
     above his head. Beyond the windscreen ONCOMING TRAFFIC
     WHIPS past in a blur.

                                STAN SHUNPIKE

                  Wot you say your name was again?

                               HARRY

                  I didn't.
     Stan, huddled in an armchair, peeks over The Daily
     Prophet, eyes Harry coolly, before disappearing once
     more. Harry brushes the fringe of his hair over his
     scar, watches an AMBULANCE -- SIREN WAILING -- careen
     past.

                                                     (CONTINUED)





                                                             10.





11   CONTINUED:                                                      11





                                STAN SHUNPIKE

                  Whereabouts you headin'?
     Harry hesitates.     He hadn't thought about this.   Decides.




                                HARRY

                  The Leaky Cauldron.   That's in
                  London --

                                STAN SHUNPIKE

                  Is it now? Get that, Ern? The
                  Leaky Cauldron. That's in London.
     Stan grins with sinister delight, showing BAD TEETH.

                                SHRUNKEN HEAD

                  Leaky Cauldron! Stay away from
                  the pea soup!
     As the Shrunken Head CACKLES with delight, Harry peers
     out the windscreen, watches London careering by.

                                HARRY

                  Isn't this a bit... dangerous?

                                STAN SHUNPIKE

                  Naah. Haven't had an accident
                  in -- what? -- a week is it, Ern?

                                SHRUNKEN HEAD

                  Heads up! Little old lady at
                  twelve o'clock!
     Sure enough, directly ahead, a LITTLE OLD LADY is
     crossing the street. Ernie HITS the BRAKES HARD and
     Harry flies forward, palms to the window. The brakes
     pinch down, the bus stops inches from the old lady, and
     Harry flies back onto his bed. BANG! The bus rockets
     forward once more.
     As Harry rights himself, he notices the HEADLINE of
     Stan's Daily Prophet: ESCAPE FROM AZKABAN! Below, a
     sunken-faced MAN with long, matted hair glowers from a

     MOVING PHOTOGRAPH.


                                 HARRY

                  Who is that?   That man.

                                STAN SHUNPIKE

                  Who is that? That's Sirius Black,
                  that is. Don' tell me you ne'er
                  been hearin' o' Sirius Black?

                                                    (CONTINUED)





                                                              11.





11   CONTINUED:    (2)                                              11




     Harry shakes his head, still staring at the man's face.

                                STAN SHUNPIKE

                  A murderer, he is. Got 'imself
                  locked up in Azkaban for it.

                                HARRY

                  How'd he escape?

                                STAN SHUNPIKE

                  Tha's the question, isn't it?
                  He's the firs' that's done it.
                  Gives me the collywobbles thinking
                  he's out there, though, I'll tell
                  you that. Big supporter of You-
                  Know-'Oo, Black was. Reckon you
                  heard o' him.
     Harry nods and, as he does, Black's eyes shift.       Meet
     Harry's.

                                 HARRY

                  Yeah.   Him I've heard of.
     Just then, a pair of DOUBLE-DECKER BUSES sweep directly
     toward the Knight Bus. Before can scream, the entire
     Knight Bus SQUEEZES DOWN and shoots the gap between the
     two onrushing buses. The Shrunken Head winces.

                                  SHRUNKEN HEAD

                  Hate that.

                                  HARRY

                  This bus.    Don't the Muggles ever...

                                STAN SHUNPIKE

                  Them! Don' listen properly, do
                  they? Don' look properly either.
                  Never notice nuffink, they don'.
     Just then, a COUPLE walking a DOG are engulfed by a RUSH
     of WIND as the (invisible) Knight Bus WHOOSHES past. The
     couple glances about in bewilderment. The DOG YAPS
     madly.

                                  SHRUNKEN HEAD

                  Turn!   Turn!
     Ernie fans the wheel, sending the Knight Bus into a
     dizzying 360-degree turn. HEADLIGHTS pinwheel past the
     windows as the bus rides up on two wheels and Harry is
     sent flying once more. Grabbing fast to the center POLE,
     he pirouettes through the air when Ernie... SLAMS on the

     BRAKES.





                                                           12.





12    EXT. CHARING CROSS ROAD/LEAKY CAULDRON - NIGHT              12




      The Knight Bus fishtails INTO VIEW and SQUEALS to a stop,
      centimeters from a PARKED CAR. WHOOSH! The bus settles
      and -- TINK! -- taps the bumper. Instantly, the car's
      ALARM wails.







12A   INT. THE KNIGHT BUS - SAME TIME - NIGHT                     12A

      The chandelier sways drunkenly as the bus doors open.
      The steps GROAN with heavy feet and a FIGURE appears:
      TOM, Innkeeper of the Leaky Cauldron pub.

                              TOM

                Mr. Potter... at last.







12B   EXT. LEAKY CAULDRON - NIGHT (MOMENTS LATER)                 12B

      As the Knight Bus rockets off, Tom and Harry are
      revealed, Harry glances up, reads the SIGN above: THE
      LEAKY CAULDRON. Tom drags Harry's trunk inside, then
      pauses and, with a FLICK of his wand, silences the car
      alarm.




13    INT. LEAKY CAULDRON - BAR/HALLWAY - NIGHT (MOMENTS          13


      LATER)

      Harry trails Tom through the quiet room. The BARTENDER
      glances up, his gaze lingering perhaps a bit too long. A
      solitary WIZARD reads a book while, at his elbow, his
      COFFEE CUP STIRS ITSELF. Tom leads Harry upstairs.




14    INT. LEAKY CAULDRON - BACK ROOM - NIGHT                     14

      As Harry follows Tom inside, he finds a SNOW WHITE OWL
      (HEDWIG) perched atop a chair.

                              HARRY

                Hedwig!

                              TOM

                Right smart bird you've got there,
                Mr. Potter. Arrived only minutes
                before yourself.
      A MAN CLEARS his throat. Harry turns, finds a PINSTRIPED
      SILHOUETTE (CORNELIUS FUDGE) at the window, staring at
      the ghostly shadows beyond. Harry's reflection shivers
      in the glass, but the man doesn't turn. Tom takes a
      position against the wall, fishes a pair of WALNUTS from
      his pocket and -- CRACK -- crushes the shells between his
      palms.

                                                 (CONTINUED)





                                                              13.





14   CONTINUED:                                                     14





                                CORNELIUS FUDGE

                  I should tell you, Mr. Potter,
                  earlier this evening your uncle's
                  sister was located just south of
                  Sheffield, circling a chimney
                  stack. The Accidental Magic
                  Reversal Department was dispatched
                  and she's been properly punctured
                  and
                  her memory modified. She has no
                  recollection of the incident
                  whatsoever.
     Harry waits.     A man condemned.   Then Fudge turns.

                                CORNELIUS FUDGE

                  So that's that, and no harm done.
                          (smiling)
                  Pea soup?
     Harry glances warily from the steaming TUREEN of GREEN to
     Tom, who works a grimy thumb into his gum, frees a walnut
     sliver.

                                HARRY

                  No thank you. Minister... I don't
                  understand. I broke the law.
                  Underage wizards aren't allowed to
                  use magic at home --

                                 CORNELIUS FUDGE

                          (dishing up a bowl)
                  Oh, come now, Harry. The Ministry
                  doesn't send people to Azkaban for
                  blowing up their aunts! On the
                  other hand... running away like
                  that... given the state of
                  things... very, very
                  irresponsible.

                                HARRY

                  'The state of things' sir?

                                CORNELIUS FUDGE

                  We have a killer on the loose.

                                HARRY

                  Sirius Black, you mean. But...
                  what's that got to do with me?
     CRACK! Tom SHATTERS another WALNUT.       Fudge smiles
     nervously.

                                                    (CONTINUED)





                                                              14.





14   CONTINUED:    (2)                                              14





                                CORNELIUS FUDGE

                  Hm? Oh, nothing. You're safe,
                  that's what matters. Tomorrow
                  you'll be on your way to Hogwarts.
                  These are your new schoolbooks.
                  I took the liberty of having them
                  brought here for you.
     Harry eyes the STACK of BOOKS.       One is bound by a ROPE.

                                CORNELIUS FUDGE

                  By the way, Harry. Whilst you're
                  here it would be best if you
                  didn't... wander.




15   OMITTED                                                        15








16   EXT. LEAKY CAULDRON - ROOM ELEVEN - MORNING                    16

     THROUGH the window: the rooftops of London. A TRAIN
     PASSES and CAMERA PULLS BACK, REVEALS Harry, standing
     with Hedwig. He turns, eyes his schoolbooks. He studies
     the GROWLING TOME -- The Monster Book of Monsters -- then
     gives the rope a tug. Instantly...
     ... the book LEAPS to the floor, pages flying, bookcovers
     SNAPPING. Harry gives chase, then the book turns, begins
     NIPPING viciously at his shoes. Harry vaults atop the
     bed, watches the book disappear underneath, then grabs a

     PILLOW.

     Seconds later, the book scuttles into view and Harry
     POUNCES -- FLUMPH! The BOOK ROARS angrily, muffled
     beneath the pillow. Harry takes the ROPE, prepares to
     rebind it.




17   INT. LEAKY CAULDRON - HALLWAY/ROOM ELEVEN - MORNING            17

     A YOUNG WITCH in maid's robes pushes a cart down the
     hall. Harry exits his room as the witch KNOCKS on a
     door.

                                  YOUNG WITCH

                  Housekeeping.
     As she opens the door, she's greeted by a THUNDEROUS ROAR
     and a RUSH of WIND.

                                YOUNG WITCH

                          (unperturbed)
                  I'll come back later.

                                                    (CONTINUED)





                                                                15.





17     CONTINUED:                                                     17




       Something SMALL and FAST dashes by Harry's feet.
       Looking, he spies a rather ragged-looking RAT (SCABBERS),
       pursued by a decidedly UGLY ORANGE CAT (CROOKSHANKS).







18     OMITTED                                                        18

thru                                                                  thru

22                                                                    22








23     INT. LEAKY CAULDRON - STAIRWAY - MORNING (MOMENTS              23


       LATER)




       As Harry moves down the stairs, VOICES come from below.

                                  RON (O.S.)

                    I'm warning you, Hermione! Keep
                    that bloody beast of yours away
                    from Scabbers or I'll turn it into
                    a tea cozy.

                                  HERMIONE (O.S.)

                    He's a cat, Ronald! What do you
                    expect? It's in his nature.
       As Harry reaches bottom, he finds RON WEASLEY
       protectively cradling Scabbers, while HERMIONE GRANDER
       does her best to restrain a HISSING Crookshanks.

                                  RON

                    A cat! Is that what they told
                    you? Looks more like a pig with
                    hair if you ask me.

                                  HERMIONE

                    That's rich coming from the owner
                    of that smelly old shoe brush.
                            (cooing to the cat)
                    It's all right, Crookshanks. You
                    just ignore the mean little boy...
       Then, sensing another presence in the room, both turn.

                                  HERMIONE/RON

                    Harry.

                                                      CUT TO:


       CLOSEUP - A DOG-EARED CLIPPING

       from The Daily Prophet.

                                                      (CONTINUED)





                                                               16.





23    CONTINUED:                                                         23





      A HEADLINE SCREAMS: "GRAND PRIZE WINNER VISITS EGYPT!"

      In the accompanying PHOTO, the entire WEASLEY FAMILY
      stands before the GREAT PYRAMIDS, waving. Smack in the
      middle is Ron, Scabbers perched on his shoulder.







23A   INT. LEAKY CAULDRON - MORNING (MOMENTS LATER)                      23A

      As Ron smoothes the dog-eared clipping onto the table,
      Harry studies it. Hermione ignores it, stroking
      Crookshanks.

                                  HARRY

                   Egypt!   What's it like?

                                RON

                   Brilliant. It's got loads of old
                   stuff. Mummies. Death masks.
                   Tombs --

                                 HERMIONE

                   You know, the ancient Egyptians of
                   the Nile River delta worshipped
                   the cat goddess Bast.
      Ron glares stonily at Hermione, then turns back to Harry.

                                 RON

                   I also got a new wand.
      Just then, a COMMOTION is HEARD. The Weasleys -- PERCY,
      FRED, GEORGE, GINNY, ARTHUR, and MOLLY -- arrive en
      masse, laden with purchases from Diagon Alley.

                                 GEORGE

                   Not flashing that clipping about
                   again, are you, Ron?

                                 RON

                   I haven't shown anyone!

                                 FRED

                   No, not a soul. Unless you count
                   Tom. The day maid. The night
                   maid. The cook. The bloke that
                   came to fix the toilet. That
                   wizard from Belgium...
      Mrs. Weasley takes Harry's face in her hands, smiles.         As
      if relieved to see him.

                                 MRS. WEASLEY

                   It's good to see you, Harry.

                                                      (CONTINUED)





                                                              17.





23A   CONTINUED:                                                    23A





                                 HARRY

                   Good to see you too, Mrs. Weasley.

                                  ARTHUR WEASLEY

                   Harry.   I wonder if I might have a
                   word.

                                 HARRY

                   Of course, Mr. Weasley.
      As Mr. Weasley pulls Harry away, the others continue to
      hover over the clipping in the b.g.

                                 FRED

                   George's nose looks positively
                   massive in that photograph.

                                 GINNY

                   That's your nose, Fred.

                                 FRED

                   Bloody hell. 'Tis, isn't it?
                   Take after your side of the
                   family, don't I, Mum?
      Harry notices Mr. Weasley glance edgily at a FUGITIVE
      POSTER tacked to the wall. In it, SIRIUS BLACK glowers
      under the words, "Have You Seen This Man?"

                                 ARTHUR WEASLEY

                   Harry. There are some within the
                   Ministry who would strongly
                   discourage me from divulging what
                   I'm about to tell you. But I
                   think you need to know the facts.
                   Because you're in danger. Grave
                   danger.
      Harry's eyes drift to the fugitive poster.

                                 HARRY

                   Has this anything to do with him,
                   sir?

                                 ARTHUR WEASLEY

                   What do you know of Sirius Black,
                   Harry?

                                 HARRY

                   That he escaped from Azkaban.
                   That he killed someone...

                                                     (CONTINUED)





                                                               18.





23A   CONTINUED:    (2)                                              23A





                                  ARTHUR WEASLEY

                   Harry, thirteen years ago, when
                   you stopped...



      Mr.   Weasley hesitates, unable to continue.

                                   HARRY

                   Voldemort...?

                                 ARTHUR WEASLEY

                           (nodding nervously)
                   Black lost everything. But he
                   remains a loyal servant to this
                   day. In his mind, only you stand
                   in the way of...
      Once again, Mr. Weasley hesitates.

                                   HARRY

                   Voldemort...?

                                 ARTHUR WEASLEY

                   Harry, I hate it when you say --

                                   HARRY

                   I know, sorry.    Ron hates it too.

                                 ARTHUR WEASLEY

                   In Black's mind, only you stand in
                   the way of... You-Know-Who
                   returning to power. That's why
                   he's broken. That's why he's
                   broken out of Azkaban. To find
                   you. And...
      Mr. Weasley hesitates yet again.

                                   HARRY

                   Kill me?
      Mr. Weasley nods.       Nervously.

                                 ARTHUR WEASLEY

                   Harry. I want you to swear
                   that -- whatever you might hear --
                   you won't go looking for Black.

                                 HARRY

                   Mr. Weasley, why would I go looking
                   for someone who wants to kill me?
      Mr. Weasley nods, then claps Harry on the shoulder.

                                                      (CONTINUED)





                                                                  19.





23A   CONTINUED:    (3)                                                 23A





                                 ARTHUR WEASLEY

                   Just watch yourself, will you,
                   Harry?







24    OMITTED                                                           24


&                                                                       &


25                                                                      25








26    EXT. PLATFORM NINE AND THREE QUARTERS - MORNING                   26

      As the HOGWARTS EXPRESS BLEATS ITS HORN, we CRANE OVER
      the milling horde of students. Parents hurry their
      children onboard, tiny siblings wave goodbyes... and Mr.
      Weasley dashes through the throng and up to an open train
      window.

                                 MRS. WEASLEY

                   Ron!
      She hands Scabbers through the open window to him.




27    INT. HOGWARTS EXPRESS - TRAIN CAR - DAY (MOMENTS LATER)           27

      The aisle teems with students. Harry, Ron and Hermione
      work their way down the aisle, looking for an empty
      compartment.

                                 HARRY

                   I didn't mean to blow her up.     I
                   just...
                           (troubled by
                            the memory)
                   ... lost control.

                                 RON

                   Brilliant!

                                 HERMIONE

                   Honestly, Ron, it's not funny.
                   Harry's lucky he wasn't expelled.

                                 RON

                   I still think it was brilliant.
      SNAP! SNAP! SNAP! A copy of the The Monster Book of
      Monsters SCUTTLES CRAB-LIKE down the aisle, pursued by

      NEVILLE LONGBOTTOM.


                                  NEVILLE

                   Hi, Harry.   Ron. Hermione.

                                                         (CONTINUED)





                                                                20.





27   CONTINUED:                                                       27





                                 HARRY/HERMIONE/RON

                  Hi, Neville.
     As he bumps past, Hermione nods to a compartment.




                                 HERMIONE

                  C'mon.   We're in here.




28   INT. TRAIN COMPARTMENT - CONTINUOUS ACTION - DAY                 28

     As they slip inside, they find a MAN in SHABBY ROBES
     (PROFESSOR LUPIN) slumped against the window, asleep. He
     looks ill, exhausted. The trio eye him warily. WHISPER.

                                RON

                  Who d'you reckon he is?

                                HERMIONE

                  Professor R.J. Lupin.

                                RON

                  You know everything. How is it
                  she knows everything?

                                HERMIONE

                  It's on his case.
     She points. Stamped in peeling letters on a BATTERED
     CASE is "Professor R.J. Lupin."

                                HARRY

                  Is he really asleep?

                                 HERMIONE

                  Seems to be.   Why? What is it,
                  Harry?

                                HARRY

                  Close the door.
     Hermione and Ron exchange a curious glance, then Ron
     rises, slides the door shut, OVER CAMERA, and we --

                                                      CUT TO:








29   EXT. HOGWARTS EXPRESS - LATE DAY (LATER)                         29

     Storm clouds, like dark ghosts, toss SHEETS of RAIN onto
     the scarlet engine as it heads north.




                                                           21.





30   INT. TRAIN COMPARTMENT - LATE DAY                           30




     Ron and Hermione stare at Harry, faces stricken in the
     lantern light that now glows in the compartment.
     Crookshanks slumbers in his CAGE.




                              RON

                Let me get this straight. Sirius
                Black escaped from Azkaban to come
                after you?

                              HARRY

                Yes.

                              HERMIONE

                But they'll catch Black, won't
                they? I mean... eventually?

                              RON

                Sure -- Of course, no one's ever
                broken out of Azkaban before and
                he's a raving, murderous
                lunatic...
     Just then, the COMPARTMENT RATTLES. Lanterns flicker.
     The train LURCHES, begins to SLOW. Hermione slides down
     the seat, pinning Ron against the window. They exchange
     an awkward glance, then Hermione carefully slides to the
     other end of the seat and glances at her WATCH. Frowns.

                              HERMIONE

                Why're we stopping? We can't be
                there yet...
     Harry rises, slides open the door, peers into the
     corridor.
     HARRY'S POV -- All along the carriage, HEADS look out
     curiously. Then -- the train JERKS -- the car SWAYS --
     and the LAMPS running along the ceiling FLICKER and...




31   EXT. TRAIN - SAME TIME - DUSK                               31

     ... die.   One by one.   Until all is...







32   INT. TRAIN COMPARTMENT - SAME TIME - DUSK                   32

     Dark.

                              RON

                What's going on?

                                                   (CONTINUED)





                                                                22.





32   CONTINUED:                                                         32




     A thin WISP of STEAM escapes Ron's mouth.         Harry notices.

                                HARRY

                  Dunno... Maybe we've broken down?




                                  HERMIONE

                  Ouch!    Ron, that was my foot!
     SQUEAK-SQUEAK-SQUEAK. Ron, a dark silhouette against the
     window, wipes a patch of condensation from the window.

                                 RON

                  There's something moving out
                  there. I think... people are
                  coming aboard.
     Suddenly the CAR SWAYS violently... rights itself. The
     METAL WINDOW TRIM at Ron's fingertips begins to VIBRATE.

                                   RON

                  Bloody hell.     What's happening?
     SSSSST! A soft CRACKLING fills the car and FLAMES
     bloom... in the hands of R.J. Lupin. In the SHIVERING
     LIGHT, his face looks tired and gray, but his eyes are
     alert. Wary.

                                   PROFESSOR LUPIN

                  Don't.   Move.
     A HAND -- slimy and scabbed -- a hand of death -- GRIPS
     the half-open compartment door, pushes it aside.
     REVEALS: a TOWERING, CLOAKED FIGURE, its face hidden
     beneath its black hood. CROOKSHANKS' hair rises and as
     she HISSES...
     WHOOSHHHHH. The folds of the hood TREMBLE. A CHILL,
     RATTLING INTAKE OF AIR is heard. The FLAMES in Lupin's
     hands SPUTTER. A SOUND SWELLS in Harry's ears. Eerie.
     Painful. The sound of a WOMAN SCREAMING. Harry's eyes
     roll up, eyelids fluttering.
     And then... a SILVERY WHITE LIGHT drifts from his mouth.
     The world spins off its axis and Harry falls... glasses
     tumbling hard to the ground... then Harry... the muscles
     of his jaw twitching. THUNDER CRACKS. LIGHTNING paints
     the ICY windows...

     WHITE.


     BLACK.


     WHITE.


                                                       (CONTINUED)





                                                              23.





32   CONTINUED:    (2)                                              32





     BLACK...

     With a DESPERATE GASP, Harry opens his eyes. Blinks.
     DUSK IS GONE. The windows BLACK. The floor at his spine
     is SHAKING GENTLY. The train moving again. His eyes
     shift, see a DROP OF WATER, newly unfrozen, running
     slowly down the window.

                                  HERMIONE

                  Harry?    Harry, are you all right?
     Hermione's troubled face hovers above him. He nods.
     Sits up. Ron -- pale, nervous -- extends his hand.
     Harry's glasses.

                                 HARRY

                  Thanks.
     Harry slips them on. Discovers the cold sweat glazing
     his brow. SNAP! Professor Lupin breaks a ragged
     triangle of CHOCOLATE off the SLAB in his hands. Holds
     it out.

                                  PROFESSOR LUPIN

                  Chocolate.    Eat. It'll help.

                                HARRY

                  What was that -- that thing?

                               PROFESSOR LUPIN

                  A Dementor. One of the guards of
                  Azkaban. It's gone now.
     Harry frowns in confusion.

                                HERMIONE

                  It was searching the train, Harry.
                  For Sirius Black.

                                PROFESSOR LUPIN

                  I need to have a word with the
                  driver. Excuse me.
                          (the chocolate)
                  Eat. It'll help.
     As he leaves, Harry turns to Ron and Hermione.

                                HARRY

                  What happened to me?

                                                     (CONTINUED)





                                                               24.





32   CONTINUED:    (3)                                               32





                                RON

                  Well, you sort of went... rigid.
                  We thought maybe you were having a
                  fit or something.




                                HARRY

                  And did either of you?   You
                  know... pass out?

                                RON

                  No. I felt... weird. Like I'd
                  never be cheerful again. But...
                  no.
     Harry turns to Hermione.     She shakes her head.

                                HERMIONE

                  I was trembling. Cold. But
                  then... Professor Lupin made it go
                  away...

                                HARRY

                  But someone was screaming.     A
                  woman.
     Hermione and Ron glance nervously at each other.

                                HERMIONE

                  No one was screaming, Harry.
     Harry looks to the window and we PUSH IN ON his
     REFLECTION. It becomes a GLIMMERING PUDDLE and...




33   OMITTED                                                         33








34   EXT. HOGWARTS CASTLE - NIGHT                                    34

     SPLASH!... a CARRIAGE WHEEL shatters the glassy surface
     as we TILT UP, catch a procession of HORSELESS CARRIAGES,
     carrying students toward the glimmering castle.
     Gradually, the sweet sound of a CHOIR rises on the air, a
     FLASH of LIGHTNING bleaches the night sky and we --

                                                     CUT TO:





35   EXT./INT. GREAT HALL - NIGHT (LATER)                            35

     ... the CAMERA as it GLIDES TOWARD the windows of the
     Great Hall, TOWARD the CANDLELIT SILHOUETTES glimmering
     within, PASSING THROUGH the glass.

                                                     (CONTINUED)





                                                            25.





35   CONTINUED:                                                   35




     At the High Table, Lupin sits with SEVERUS SNAPE, MINERVA
     McGONAGALL, RUBEUS HAGRID and ALBUS DUMBLEDORE. We TRACK
     ALONG the FACES of the choir, singing to the strains of a
     HARPSICHORD, and LAND ON a QUINTET OF TOADS (one of
     which -- TREVOR -- belongs to NEVILLE LONGBOTTOM, who
     looks on with pride).
     ARGUS FILCH, Hogwarts' caretaker, stands grimly to the
     side as red-eyed MRS. NORRIS switches her tail at his
     feet. As the choir's song concludes, DUMBLEDORE rises,
     beaming over the sea of black hats.

                                DUMBLEDORE

                  Welcome! Welcome to another year
                  at Hogwarts! I have a few things
                  to say, before we become befuddled
                  by our excellent feast. I myself
                  am particularly looking forward to
                  the flaming kiwi cups, which,
                  while somewhat treacherous for
                  those of us with facial hair...
     McGONAGALL clears her throat.

                                DUMBLEDORE

                  Mm. Yes. First, I'm pleased to
                  welcome Professor R.J. Lupin, who
                  has kindly consented to fill the
                  post of Defense Against the Dark
                  Arts. Good luck to you,
                  Professor.
     Amid SCATTERED APPLAUSE, Harry, Ron, Hermione CLAP

     LOUDLY.


                                HERMIONE

                  Of course! That's why he knew to
                  give you the chocolate, Harry.

                                 DUMBLEDORE

                  As some of you may know, Professor
                  Kettleburn, our Care of Magical
                  Creatures teacher for many years,
                  has decided to retire in order to
                  spend more time with his remaining
                  limbs. Fortunately, I'm delighted
                  to announce that his place will be
                  filled by none other than our own
                  Rubeus Hagrid!

                                                   (CONTINUED)





                                                           26.





35   CONTINUED:    (2)                                           35




     Harry, Ron, and Hermione stare at each other --
     stunned -- then APPLAUD vigorously. Hagrid turns ruby
     red, rises, and nearly topples the staff table, sending
     water goblets weaving.




                                DUMBLEDORE

                          (turning grave)
                  Finally, on a more disquieting
                  note, Hogwarts -- at the request
                  of the Ministry of Magic -- will,
                  until further notice, play host to
                  the Dementors of Azkaban.
     A MURMUR of apprehension fills the hall. At the
     Slytherin table, DRACO MALFOY, flanked by the ever-
     present CRABBE and GOYLE, catches Harry's eye, feigns
     a dead faint.

                                DUMBLEDORE

                  The Dementors will be stationed at
                  the entrances to the grounds. While
                  they are under strict orders not to
                  enter the castle itself, you will on
                  occasion see them as you go about
                  your daily activities. Under no
                  circumstances are you to approach
                  them. It is not in the nature of
                  a Dementor to be forgiving.




36   INT. ENTRANCE HALL - NIGHT (LATER)                          36

     Students exit the Great Hall, scale the Marble Staircase.







37   INT. MARBLE STAIRCASE/SEVENTH FLOOR - NIGHT                 37

     Harry, Ron and Hermione arrive at the seventh floor
     landing and approach the FAT LADY in the portrait.

                                HARRY

                  Fortuna Major.




38   INT. GRYFFINDOR COMMON ROOM - NIGHT                         38

     The Gryffindors trail through the common room, the girls
     heading one way, boys the other.




39   INT. TOWER DORMITORY - NIGHT (LATER)                        39

     While those around him sleep, Harry takes the PHOTOGRAPH
     of his parents, sets it next to his bed, then glances
     around in quiet contentment.

                                                (CONTINUED)





                                                             27.





39    CONTINUED:                                                   39





                                 RON

                   Good to be home, eh, Harry?
      Harry turns -- caught -- and finds Ron studying him from
      his own bed, Scabbers cradled in his hand. Harry nods
      and turns to the window..




39A   EXT. HOGWARTS CASTLE - SAME TIME - NIGHT                     39A

      The Dementors drift to their positions outside the
      grounds.







39B   INT. TOWER DORMITORY - SAME TIME - NIGHT                     39B

      Harry continues to stare.

                                HARRY

                   Yeah...
      As his breath CLOUDS THE GLASS, we gradually...

                                                 FADE OUT.





      FADE IN:


40    EXT. HOGWARTS CASTLE - GROUNDS - MORNING                     40

      As BRIDGE and CASTLE glimmer in the distance, Hagrid
      emerges from the Forbidden Forest, dragging a fistful of
      dead FERRETS by the tail. A BIRD appears, circles his
      head playfully, CHIRP-CHIRP-CHIRPING merrily before it...
      ... flutters off, pin-wheeling past flowers, into a
      BIRDBATH, finally coming to rest upon...
      ... an ANCIENT TREE. It TWITTERS cheerfully, singing its
      lovely song, when -- THWOCK! -- a branch punts the bird
      into the air. As feathers fly, the WHOMPING WILLOW
      resumes its shape.




41    OMITTED                                                      41





42    INT. DIVINATION CLASSROOM - MORNING                          42

      Harry, Ron and Hermione sit on fat little pouffes in a
      murky, incense-laden room, along with Neville, Dean,
      Seamus, LAVENDER BROWN, PARVATI PATIL and others.

                                                  (CONTINUED)





                                                              28.





42   CONTINUED:                                                     42





                                 PROFESSOR TRELAWNEY (O.S.)

                  Welcome, my children. In this
                  room, you shall explore the
                  mysterious art of Divination. In
                  this room, you shall discover if
                  you possess...
     A crimson scrim FLUTTERS and SYBIL TRELAWNEY, Divination
     Professor, glides dramatically INTO VIEW, eyes huge and
     bug-like behind enormous glasses.

                                PROFESSOR TRELAWNEY

                  ... the Sight. Hello. I am
                  Professor Trelawney. Together, we
                  shall cast ourselves into the
                  future. But know this. One
                  either has the Gift or not. It
                  cannot be divined from the pages
                  of a book. Books only cloud one's
                  Inner Eye.

                                HERMIONE (O.S.)

                          (under her breath)
                  What rubbish.
     Ron spins.     Frowns at Hermione.

                                RON

                  Where'd you come from?

                                 HERMIONE

                  Me?   I've been here all along.

                                PROFESSOR TRELAWNEY

                          (spinning on Neville)
                  You, boy! Is your grandmother
                  well?

                                NEVILLE

                  I... I think so.

                                PROFESSOR TRELAWNEY

                  I wouldn't be so sure of that.
                          (continuing)
                  The first term will be devoted to
                  the reading of tea leaves. If all
                  goes well, we will proceed to
                  palmistry, fire omens, and
                  finally... the crystal ball.
                          (eyeing Parvati)
                  By the way, dear, beware a red-
                  haired man.

                                                    (CONTINUED)





                                                              29.





42   CONTINUED:    (2)                                              42




     Parvati eyes Ron dubiously.     Edges her pouffe away.

                                PROFESSOR TRELAWNEY

                  Unfortunately, classes will be
                  disrupted in February by a nasty
                  bout of flu. I myself will lose
                  my voice. And in late spring, one
                  of our number will... leave us
                  forever.
     As the class exchanges uneasy glances, Trelawney smiles
     brightly.

                                 PROFESSOR TRELAWNEY

                  Well then.   Shall we?

                                                    CUT TO:





     TEACUP - DETAIL - LATER

     Inside, a CLOUD of TEA LEAVES mutates oddly. Harry,
     sitting opposite Ron now, frowns at the leaves, consults
     the SYMBOLS in the textbook (Unfogging the Future) at his
     elbow. Trelawney walks amongst them, robes flowing.

                                PROFESSOR TRELAWNEY

                  Broaden your minds, my dears. And
                  allow your eyes to see... beyond.
     Trelawney takes Lavender Brown's cup, peers inside.

                                PROFESSOR TRELAWNEY

                  A five-leaf clover... You can
                  expect to wake with a horrible
                  rash tomorrow morning, dear.
                          (then, casually)
                  Mr. Longbottom, after you've
                  broken your first cup...
     CA-CHINK! Neville fumbles the cup in his hands and the
     brittle CRASH of CHINA is heard.

                                PROFESSOR TRELAWNEY

                  ... would you be so kind as to
                  select one of the blue ones? I'm
                  rather partial to the pink.
                          (pausing by Ron)
                  What do you see in Mr. Potter's
                  cup, Mr. Weasley?

                                                    (CONTINUED)





                                                              30.





42   CONTINUED:    (3)                                                42





                                RON

                  Well. He's got a wonky sort of
                  cross -- that's trials and
                  suffering. But this lot here
                  could be the sun -- that's great
                  happiness. So... he's going to
                  suffer but be very happy about it.
     Professor Trelawney takes the cup, peers inside, and

     GASPS.


                                  PROFESSOR TRELAWNEY

                  Ahhh!

                                PARVATI

                  What is it, Professor?
     Trelawney regards Harry with a mixture of pity and fear.

                                PROFESSOR TRELAWNEY

                  My dear boy... You have the Grim.

                                 SEAMUS

                  The Grin?   What's the Grin?

                                PARVATI

                                              The Grim.
                  Not the grin, you idiot.

                                DEAN THOMAS

                  But what does it mean, Professor?

                                  LAVENDER

                  'The Grim...'
     All turn, see Lavender bent over her textbook.

                                LAVENDER

                  'Taking the form of a giant
                  spectral dog, it is among the
                  darkest omens in our world. It is
                  an omen... of death.'
     Harry peers into his cup. The tea leaves shift.        The dog
     disappears. And a new image emerges slowly...
     Sirius Black.




43   EXT. CASTLE/BRIDGE/WHOMPING WILLOW/HAGRID'S HUT - DAY            43

     The trio emerge from the BRIDGE and make their way toward
     Hagrid's hut. The Whomping Willow looms in the distance.

                                                     (CONTINUED)





                                                             31.





43    CONTINUED:                                                   43





                                 HERMIONE

                   Death omens. Honestly. If you
                   ask me, Divination's a very wooly
                   discipline. Now Ancient Runes.
                   That's a fascinating subject.

                                 RON

                   Ancient Runes? Exactly how many
                   classes are you taking this term?

                                 HERMIONE

                   A fair few.

                                 RON

                   Hang on. Ancient Runes is the
                   same time as Divination. You'd
                   have to be in two classes at once.

                                 HERMIONE

                   Don't be silly. How could anyone
                   be in two classes at once?
                           (mimicking Trelawney)
                   Broaden your minds...




43A   EXT. HAGRID'S HUT - DAY (MOMENTS LATER)                      43A

      STUDENTS gather around Hagrid as Harry, Ron and Hermione
      arrive. Draco, Crabbe, and Goyle stand with the
      Slytherins.

                                 HAGRID

                   C'mon now, get a move on! Got a
                   real treat for yeh. Great lesson
                   comin' up. Follow me.







44    EXT. PADDOCK - HAGRID'S HUT - DAY (MOMENTS LATER)            44

      Hagrid leads them toward a small paddock just this side
      of the Forbidden Forest. In the paddock, a freestanding
      IRON RACK hangs with DEAD FERRETS, BUZZING with FLIES.
      Nearby is a PUMPKIN PATCH.

                                 HAGRID

                   Gather 'round. Find yerself a spot.
                   That's it. Now, firs' thing yeh'll
                   want ter do is open yer books --

                                 DRACO

                   And exactly how do we do that?

                                                    (CONTINUED)





                                                            32.





44   CONTINUED:                                                   44




     Hagrid looks. Belts, rope, Spellotape: any means
     available have been employed to bridle The Monster Book
     of Monsters, which QUIVER VIOLENTLY.




                                HAGRID

                  Crikey. Didn' yeh know? All yeh've
                  got ter do is stroke 'em. Look --
     Hagrid takes Hermione's copy, SNAPS the Spellotape
     binding it. As it begins to BITE, Hagrid calmly runs a
     forefinger down the book's spine and it... SHIVERS.
     Falls quietly open.
     Hagrid glances at the class, looking suddenly unsure.

                                HAGRID

                  Righ' then. So... so... yeh've
                  got yer books, an' now yeh need
                  the Magical Creatures. Right.
                  So... I'll... I'll go an' get 'em.
     Hagrid turns, disappears into the trees. Draco shakes
     his head, SPEAKS LOUDLY to Crabbe and Goyle.

                                DRACO

                  God, this place is going to the
                  dogs. Wait until my father hears
                  Dumbledore's got this oaf teaching
                  classes.

                                HARRY

                  Listen, you stupid prat --
     Eyes WIDENING in fear, Malfoy steps back, points.

                                DRACO

                  Potter, there's a Dementor behind
                  you.
     Harry JUMPS, wheels in fear, finds... nothing. Instantly,
     the SLYTHERINS make an eerie OOH... and OOH sound, then
     break up laughing. Harry reddens, embarrassed, then...
     A STRANGE BEAST (BUCKBEAK) emerges from the trees. It
     has the torso, hind legs, and tail of a horse, but the
     front legs, wings and head of a giant eagle. The
     students step back in fear, then Hagrid appears, shooing
     the beast on.

                                 HAGRID

                  Gee up, there!
                          (grinning)
                  Beau'iful, isn' he?

                                                   (CONTINUED)





                                                             33.





44   CONTINUED:    (2)                                             44




     There seems no consensus on this, but the students stare
     in wary wonder nonetheless. As Hagrid coaxes the beast
     to the center of the paddock, Ron stares uneasily.




                                 RON

                  Hagrid.   Exactly what is that?

                                HAGRID

                  A Hippogriff, o' course. Now,
                  firs' thing yeh gotta know is
                  they're proud. Easily offended,
                  Hippogriffs are. Don't never
                  insult one, 'cause it migh' be
                  the las' thing yeh do. Right
                  then -- who wants ter come an'
                  say hello?
     The entire class STEPS BACK, leaving Harry in front.

                                HAGRID

                  Good man, Harry!
     Harry looks around, then -- reluctantly -- approaches.

                                HAGRID

                  Tha's it. Easy now... stop! This
                  here's Buckbeak, Harry. Yeh want
                  ter let 'im make the firs' move.
                  It's polite, see? Jus' take step
                  forward, give 'im a bow, and if
                  Buckbeak bows back, yeh're allowed
                  ter touch him. Ready?
     Unsure, Harry nods anyway. Steps forward. And... bows.
     Buckbeak's head cocks, eagle eyes studying Harry cannily.
     Harry waits. And waits...

                                HAGRID

                  Back off, Harry! Back off!
     Harry starts to step back, when... Buckbeak ducks his
     beak. Hagrid sighs, relieved.

                                HAGRID

                  Well done, Harry! Go on.   Give
                  'im a pat.
     Tentatively, Harry reaches out, lays his hand on
     Buckbeak's fierce beak. The class CLAPS. Harry
     smiles.

                                                    (CONTINUED)





                                                             34.





44   CONTINUED:    (3)                                             44





                                HAGRID

                  Look at that! I reckon he migh'
                  let yeh ride 'im!




                                HARRY

                          (smile drooping)
                  Excuse me?

                                HAGRID

                  We'll jus' set yeh behind the
                  wing joint. Mind yeh don' pull
                  any feathers out. He won' like
                  that.
     Hagrid lifts Harry high, drops him onto Buckbeak's
     back, and before Harry's settled, SLAPS Buckbeak's
     hindquarters.

                                HAGRID

                  Off yeh go!
     As Buckbeak GALLOPS FORWARD, Harry slides scarily back,
     giant WINGS unfold, huge and powerful, and -- WHOOSH! --
     they SOAR into the air. Rising higher. And higher.
     And higher.
     Gradually, Harry loosens his hold on Buckbeak's neck.
     Losing himself in the joy of flying. Smiling at the
     sight of his and Buckbeak's SHADOW racing across the
     grass below. Circling over the Whomping Willow, past
     Hogwarts castle, and then SWOOPING, with heart-stopping
     speed, over the Black Lake, Buckbeak's talons tickling
     the smooth glass of the water, summoning the GIANT SQUID
     to the surface briefly. Hagrid WHISTLES then, and
     Buckbeak wheels, beating his way back to the paddock,
     galloping to a halt. As Harry slides off, the class
     CHEERS -- all except Draco, who narrows his eyes
     maliciously.

                                HAGRID

                  Good work, Harry!
                          (under his breath)
                  How'm I doin' me firs' day?

                                HARRY

                  Brilliant... Professor.
     They both grin, when Draco pushes past them roughly,
     strides toward Buckbeak.

                                                    (CONTINUED)





                                                                35.





44   CONTINUED:    (4)                                                44





                                DRACO

                  Give me a go at that thing. If
                  Potter can do it, it must be
                  easy. You're not dangerous at
                  all, are you, you great ugly
                  brute --

                                   HAGRID

                  Malfoy!    No!
     In a flash, Buckbeak's steely talons SLASH DOWN. Malfoy
     freezes. Looks down at the BLOOD BLOSSOMING on his
     robes. SHRIEKS. Instantly, Harry dashes forward.
     Buckbeak WHIPS AROUND, raises its talons and -- seeing
     Harry -- lowers them. Ducks its beak. Harry...
     realizing what he's done... breathes.

                                DRACO

                  It's killed me! It's killed
                  me!

                                   HAGRID

                  Calm yerself!     Yer fine... jus'
                  a scratch...
     Hagrid looks:       a DEEP GASH glistens on Draco's limp
     arm.

                                 HERMIONE

                  Hagrid. He's got to be taken to
                  a hospital. I'll go with you,
                  if you like --

                                HAGRID

                  No. I'm the teacher. You all...
                  you all just... Class dismissed!
     And with that, Hagrid -- looking shaken -- swoops up
     Malfoy, flops him over his shoulder, and lumbers
     toward the castle.




45   INT. GREAT HALL - NIGHT                                          45

     As Lavender and Parvati huddle over a DOZEN TEACUPS,
     Avidly interpreting patterns in HUSHED VOICES, Draco,
     arm bound in a SLING, holds court before a clot of
     Slytherins.

                                PANSY

                  Does it hurt terribly, Draco?

                                                       (CONTINUED)





                                                             36.





45   CONTINUED:                                                    45





                                DRACO

                          (a tad theatrical)
                  It comes and goes. Still... I
                  consider myself lucky. According
                  to Madam Pomfrey, another minute
                  or two... and I could've lost the
                  arm.
     Harry, Ron and Hermione watch from the Gryffindor table.

                                RON

                  The little git. He's really
                  laying it on thick, isn't he?

                                HARRY

                  At least Hagrid didn't get sacked.

                                HERMIONE

                  Yes. But I hear Draco's father's
                  furious. I don't think we've
                  heard the end of this...

                                SEAMUS

                  He's been sighted!
     They turn. Seamus and the other Gryffindors are huddled
     over a copy of The Daily Prophet.

                                RON

                  Who?
     But the PHOTOGRAPH on the Prophet's front page provides a
     chilling answer: Sirius Black. Hermione reads over the
     shoulders of others. WHISPERS half to herself:

                                 HERMIONE

                  Achintee?   That's not far from
                  here...

                                NEVILLE

                  You don't think he'd come to
                  Hogwarts, do you?

                                LAVENDER

                  With the Dementors at every
                  entrance?

                                LAVENDAR

                  Dementors? He's already slipped
                  by them once, hasn't he? Who's
                  to say he can't do it again?

                                                    (CONTINUED)





                                                            37.





45   CONTINUED:    (2)                                            45




     As a flicker of fear passes through Harry's face, BEM,
     a Nigerian boy, stares grimly at the grainy image of
     Black.




                                BEM

                  That's right. Black could be
                  anywhere. It's like trying to
                  catch smoke. Like trying to
                  catch smoke with your bare
                  hands.




46   EXT. HOGWARTS CASTLE - MORNING                               46

     Beautiful flowers gleam in the dawn light, then, slowly
     begin to WITHER. The dew FREEZES, the grass grows
     brittle. Seconds later, the Dementors sweep by.







47   OMITTED                                                      47


&                                                                 &


48                                                                48





49   INT. LUPIN'S CLASSROOM - MORNING                             49

     A tall WARDROBE RATTLES VIOLENTLY as Harry, Ron and
     several classmates regard it warily.

                                 PROFESSOR LUPIN

                  Intriguing, yes? Would anyone
                  like to venture a guess as to
                  what's inside?

                                SEAMUS

                          (in a hushed voice)
                  That's a Boggart, that is.

                                PROFESSOR LUPIN

                  Very good, Mr. Finnigan. Can
                  anyone tell us what a Boggart
                  looks like?

                                  HERMIONE

                  No one knows.
     Ron JUMPS, glances at Hermione, then WHISPERS to Harry.

                                RON

                  When'd she get here?

                                                   (CONTINUED)





                                                              38.





49   CONTINUED:                                                       49





                                HERMIONE

                  Boggarts are shape-shifters.
                  They take the shape of whatever
                  a particular person fears most.
                  That's what makes it so --

                                PROFESSOR LUPIN

                  Terrifying, yes. Luckily, a very
                  simple charm exists to repel a
                  Boggart. Let's practice it now,
                  shall we? Without wands,
                  please... Riddikulus!

                                STUDENTS

                  Riddikulus!

                                DRACO

                          (muttering softly)
                  It's this class that's ridiculous.

                                PROFESSOR LUPIN

                  Good. So much for the easy part.
                  You see, the incantation alone
                  is not enough. What really
                  finishes a Boggart off is...
                  laughter. You need to force it
                  to assume a shape you find truly
                  amusing. Neville, come up here,
                  will you?
     Neville eyes the rattling wardrobe, steps forward
     queasily.

                                PROFESSOR LUPIN

                  What would you say is the thing
                  that frightens you most?

                                NEVILLE

                  Profter... Snafpt...

                                PROFESSOR LUPIN

                  Didn't catch that, Neville, sorry.

                                NEVILLE

                  Professor Snape.
     Everyone LAUGHS good-naturedly.       Lupin nods thoughtfully.

                                PROFESSOR LUPIN

                  Hmmm... yes. Neville, I believe
                  you live with your grandmother?

                                                    (CONTINUED)





                                                            39.





49   CONTINUED:    (2)                                            49





                                NEVILLE

                  Yes, but I don't want the Boggart
                  to turn into her either.




                                PROFESSOR LUPIN

                  It won't. But I want you to
                  picture her clothes, only her
                  clothes, very clearly in your
                  mind. Can you do that?

                                NEVILLE

                          (closing his eyes)
                  She carries a red handbag...

                                PROFESSOR LUPIN

                  That's fine. We don't need to
                  hear it. If you see it, we will.
                  Now, when I open this wardrobe,
                  Neville, here's what I want you to
                  do...
     Lupin leans close to Neville, WHISPERS. Neville's eyes
     POP OPEN in shock. Consider Lupin uncertainly.

                                PROFESSOR LUPIN

                  You can do this, Neville.
     Neville nods nervously, takes a deep breath.

                               PROFESSOR LUPIN

                  Right then. Wand at the ready.
                  One. Two. Three!
     SPARKS jet from Lupin's wand, strike the doorknob, and
     the wardrobe BURSTS OPEN. Instantly, Snape appears, eyes
     flashing hideously as he stalks forward. Neville backs
     away in fright.

                                PROFESSOR LUPIN

                  Think, Neville. Think!

                                NEVILLE

                  R-r-riddikulus!
     CRACK! Snape stumbles in a FLASH OF LIGHT and
     reappears... in a LONG, LACE-TRIMMED DRESS, TOWERING
     MOTH-EATEN HAT, and CRIMSON HANDBAG. Instantly, the
     class ROARS (except for Draco and his fellow Slytherins).
     Neville blinks, amazed, then slowly, grins himself.
     Lupin drops the needle on an OLD GRAMAPHONE. As a
     SCRATCHY RHUMBA fills the room, he points to Ron.

                                                   (CONTINUED)





                                                             40.





49   CONTINUED:    (3)                                             49





                                  PROFESSOR LUPIN

                  Ron!    Forward!
     Snape DISSOLVES into a mad whirling mass, then mutates
     into a... GIANT SPIDER. As Ron GASPS, Harry and Hermione
     exchange an uncertain glance. Lupin puts his hands on
     Ron's shoulders to steady him. Ron raises his wand.

                                  RON

                  Riddikulus!
     CRACK! ROLLER SKATES materialize on the spider's hairy
     feet and it begins to shuffle crazily in place.
     Instantly, Ron relaxes as the class' LAUGHTER rings out.

                                  PROFESSOR LUPIN

                  Parvati!
     As Parvati steps up, the spider SPINS faster and faster,
     a DIZZYING BLUR, then reappears as a VAMPIRE.

                                  PARVATI

                  Riddikulus!
     As the vampire WHIPS its cloak across its eyes, we CUT
     BEHIND... so our POV is of the students. SWISH! The
     cloak reopens, the class LAUGHS, and we REVERSE again...
     see that the vampire is now dressed like CARMEN MIRANDA.
     As it begins to SHIMMY about -- against its will -- the
     class starts to CLAP.

                             PROFESSOR LUPIN

     Mr. Thomas!
     As Dean steps up, the vampire's undulating body
     attenuates, its skin darkening with diamond-thatched
     SCALES becoming... a GIANT COBRA.

                                  DEAN THOMAS

                  Riddikulus!
     The cobra's hooded head BOBS back and forth, transforms
     into a JACK-IN-THE-BOX. Lupin grins and...

                                  PROFESSOR LUPIN

                  Next!
     ... turns, sees Harry step forward expectantly. Concern
     flickers through Lupin's face. The Jack-In-The-Box
     pivots on its spring, its face tumbling toward Harry,
     becoming more sinister, transforming into a...

                                                    (CONTINUED)





                                                            41.





49   CONTINUED:    (4)                                            49




     ... Dementor. Suddenly the MUSIC FADES. Harry starts to
     raise his wand, then... freezes, transfixed. The
     Dementor looms closer and closer, when...



     ... Lupin steps between, snaps his wand.

                                PROFESSOR LUPIN

                  Here!
     CRACK! -- the Dementor vanishes and a ROILING MIST
     appears, which becomes CLOUDS. Something glows within
     the clouds, white, silvery and round...

                                PROFESSOR LUPIN

                  Riddikulus!
     POP! The orb deflates like a punctured balloon, WHIZZES
     crazily about the room, then darts back into the
     wardrobe. The door SLAMS SHUT and the CLASS CHEERS.

                                PROFESSOR LUPIN

                  Well done, everyone. I think
                  that's enough excitement for today.
     As the students exit, chattering loudly, only Harry,
     subdued, remains behind. At the doorway, Lupin glances
     back, exchanges a private glance with him. As he exits,
     the WARDROBE gives one last RATTLE.




50   EXT. CLOCK TOWER COURTYARD - MORNING (TWO WEEKS LATER)       50

     A great buzzing queue of STUDENTS -- Third Years and
     older -- each clutching a PERMISSION FORM -- pass by a
     glowering Filch.
                                PROFESSOR McGONAGALL
                  Remember! These visits to
                  Hogsmeade Village are a privilege.
                  Should your behavior reflect
                  poorly on the school in any way,
                  that privilege shall not be
                  extended again.
     Harry approaches her, but before he can utter a syllable:
                                PROFESSOR McGONAGALL
                  No permission form. No visiting
                  the Village. That's the rule,
                  Potter.

                                                   (CONTINUED)





                                                                42.





50     CONTINUED:                                                     50





                                  HARRY

                    Yes, Professor, but I thought if
                    you said I could go --
                                   PROFESSOR McGONAGALL
                    But I don't say so. A parent or
                    guardian must sign, and since I am
                    neither, it would be
                    inappropriate.
                            (a flicker of pity)
                    I'm sorry, Potter. But that's my
                    final word.
       Ron and Hermione -- watching Harry expectantly from
       across the way -- see him turn, shake his head. Their
       faces fall. Harry raises his hand in farewell. Watches
       them go.

                                   PROFESSOR LUPIN (O.S.)

                    So.   No Hogsmeade, eh ?




51     OMITTED                                                        51

thru                                                                  thru

54                                                                    54








55     EXT. BRIDGE (HOGWARTS GROUNDS) - MORNING (MOMENTS              55


       LATER)

       Deep in the distance, some BOYS skate about on brooms,
       tossing a RAGGED QUAFFLE back and forth. CAMERA TILTS.
       FINDS Harry and Lupin walking along the bridge.

                                  PROFESSOR LUPIN

                    Well, don't feel too bad. I was
                    roundly disappointed the first
                    time I went.

                                  HARRY

                    Really?

                                  PROFESSOR LUPIN

                    No. I was just trying to make you
                    feel better. Honeydukes' sweets
                    are the best in the world. Their
                    Pepper Imps are so strong you
                    smoke at the ears. And Zonko's
                    Joke Shop may be dangerous, but
                    you can't beat their Stink
                    Pellets.

                                                       (CONTINUED)





                                                              43.





55   CONTINUED:                                                     55





                                HARRY

                          (nodding glumly)
                  Not to mention The Shrieking
                  Shack, which, according to
                  Hermione, is the most severely
                  haunted building in Britain.

                                PROFESSOR LUPIN

                  Yes, that too...

                                HARRY

                  Professor, can I ask you
                  something?

                                PROFESSOR LUPIN

                  You'd like to know why I stopped
                  you from facing the Boggart.
                          (off Harry's surprise)
                  I should think it'd be obvious. I
                  assumed the Boggart would take the
                  shape of Lord Voldemort.
     Harry frowns.     Lupin studies him curiously.

                                PROFESSOR LUPIN

                  But clearly... I was wrong.

                                HARRY

                  I did think of Voldemort first.
                  But then, I remembered that night
                  on the train... and the
                  Dementors...

                                 (CONTINUED)


                                PROFESSOR LUPIN

                  Well, well. I'm impressed. That
                  suggests that what you fear most
                  of all is... fear. Very wise.

                                HARRY

                  Before I fainted... I heard
                  something. A woman. Screaming.

                                PROFESSOR LUPIN

                  Dementors force us to relive the
                  worst memories of our lives. Our
                  pain becomes their power.

                                HARRY

                  I think it was my mother.   The
                  night she was murdered.
     Harry looks up.     Finds Lupin studying him.

                                                     (CONTINUED)





                                                            44.





55   CONTINUED:    (2)                                            55





                                PROFESSOR LUPIN

                  The first time I saw you, Harry, I
                  recognized you immediately. Not
                  by your scar. By your eyes.
                  They're your mother Lily's.
                          (nodding)
                  Yes. I knew her. She was there
                  for me at a time when no one else
                  was. We used to talk for hours.
                  She was not only a singularly
                  gifted witch but an uncommonly
                  kind woman. She had a way of
                  seeing the beauty in whoever she
                  met, even -- and perhaps most
                  especially -- when that person
                  couldn't see it in themselves...
     Lupin's eyes glaze in memory, then he blinks, smiles.

                                PROFESSOR LUPIN

                  Which perhaps explains her
                  affection for your father. James
                  had, shall we say, a certain
                  talent for trouble. A gift, rumor
                  has it, he passed on to you.
     Lupin turns, eyes Harry affectionately.     Harry smiles
     vaguely.

                                PROFESSOR LUPIN

                  I could tell you stories -- and
                  there are many about your parents,
                  Harry -- but know this...
                          (eyeing Harry intensely)
                  They lived. Every moment of every
                  day. You should know that.
                  That's how they'd want to be
                  remembered.




56   INT. GREAT HALL - EVENING (LATER)                            56

     The Hall buzzes with tales of Hogsmeade, as students swap
     stories, sample sweets, and send SOAP BUBBLES of all
     shapes, sizes and colors into the air. A MARIONETTE of a
     HARLEQUIN cavorts atop the Gryffindor table, moving its
     limbs in response to the STRANDS of LIGHT that extend
     from Neville's fingertips. Seamus passes his hand
     through the light beams and -- FLUMPH! -- the Harlequin
     collapses.

                                                   (CONTINUED)





                                                              45.





56   CONTINUED:                                                     56





                                HERMIONE

                  And the post office! It's about
                  200 owls, all sitting on color-
                  coded shelves, depending on how
                  fast you want your letter to go!

                                RON

                  And Honeyduke's is brilliant!
                  Sugar Quills, Flaming Whizbees --
                  and blood-flavored lollipops for
                  Halloween!
     Harry nods, picking quietly through the spray of
     brilliantly colored sweets on the table. Hermione
     notices.

                                HERMIONE

                  But, I mean, after awhile, it got
                  a bit boring. Don't you think,
                  Ron?

                                RON

                  Huh? Oh. Yeah. Dead depressing.
                  Hang on. I almost forgot. I got
                  you something wicked at Dervish
                  and Banges. It's a Pocket
                  Sneakoscope.
     Ron places a SMALL GLASS SPINNING TOP on the table.

                                RON

                  If there's someone untrustworthy
                  around, it's meant to light up
                  and spin. Mind you, Fred and
                  George say it's rubbish, sold for
                  wizard tourists, but I thought,
                  you know, it can't
                  hurt, given that...

                                HARRY

                  Sirius Black's trying to kill me.
     Harry looks up, GRINS at the two of them.

                                HARRY

                  I'm glad you had a good time.
                  Really. And thanks for this.
                          (eyeing the Sneakoscope)
                  Rubbish or not, you're right. It
                  can't hurt.
     With that, Harry pops a PEPPER IMP into his mouth.

                                                     (CONTINUED)





                                                              46.





56   CONTINUED:    (2)                                              56





                                RON

                  Oh, careful of those, they'll make
                  your...



     On cue, SMOKE CURLS from Harry's ears and nose.

                                 RON

                  Never mind.




57   INT. MOVING STAIRCASE/SEVENTH FLOOR CORRIDOR - NIGHT           57


     (LATER)

     As Harry, Ron, and Hermione climb the stairs, they find a
     crowd gathering on the Seventh Floor landing.

                                RON

                  What's the hold-up? Only Neville
                  ever forgets the password.

                                PERCY

                          (pushing past)
                  Let me through, please. Excuse
                  me, thank you, I'm Head Boy...
                          (stopping dead)
                  Back! All of you! No one is to
                  enter this dormitory until it has
                  been fully searched!
     Harry, Ron, and Hermione exchange dark glances, when...
     Ginny emerges from the crowd, her face ashen.

                                GINNY

                  The Fat Lady... she's gone.

                                RON

                  Probably stuffing her face with
                  the apples in that still life on
                  the second floor again.

                                  GINNY

                  No.    You don't understand --
     Hermione GASPS. GRABS Harry's arm. He looks. SEES:
     The Fat Lady's portrait has been SLASHED VICIOUSLY, great
     strips of canvas hanging from the frame. Just then,
     Dumbledore appears.

                                DUMBLEDORE

                  Mr. Filch. Round up the ghosts.
                  Tell them to search every painting
                  in the castle for the Fat Lady.

                                                     (CONTINUED)





                                                            47.





57   CONTINUED:                                                   57




     Just then, there is a SCREAM. The students dash to the
     landing, where all THE PAINTINGS WHISPER FEARFULLY.
     Filch's rheumy eyes peer up, searching the upper shadows,
     then... narrow.

                             FILCH

               There'll be no need for
               ghosts, Professor...
     Filch extends a crooked finger. High up, near the
     ceiling, the Fat Lady cowers in a portrait not her own,
     trembling.

                             DUMBLEDORE

                Dear lady. Who did this to you?

                                FAT LADY

                          (in a trance)
                  Eyes like the devil he's got. And
                  a soul as dark as his name. It
                  was him, Headmaster. The one they
                  talk about. He's here. Somewhere
                  in the castle. Sirius Black.
     As the students REACT, Dumbledore's VOICE cuts through.

                                DUMBLEDORE

                  Secure the castle, Mr. Filch. The
                  rest of you... to the Great Hall.




58   MONTAGE - SECURING THE CASTLE - NIGHT                        58

     CLOCK TOWER DOOR: Great GROANING TUMBLERS fall.
     SPINDLES rotate. CYLINDERS -- one after another -- fire
     into place.
     WINDOWS:     Iron SPIKES, sharp as razors, rise instantly.







59   OMITTED                                                      59





60   EXT. HOGWARTS CASTLE - CONTINUOUS ACTION - NIGHT             60

     One by one, deep in the distance, the LIGHTS of the Great
     Hall go out. Dementors appear, COVERING FRAME, then
     separate like a curtain...




61   INT. GREAT HALL - NIGHT (HOURS LATER)                        61

     CAMERA DRIFTS THROUGH the silent room, OVER an ocean of
     SLEEPING BAGS, FINDS Harry lying awake, staring at the
     net of stars glimmering beyond the highest window.

                                                   (CONTINUED)





                                                            48.





61   CONTINUED:                                                   61




     A gentle CREAK is heard and Harry's eyes shift, see Snape
     pass through the great doors, converge with Dumbledore.

                                SNAPE

                  I've done the dungeons,
                  Headmaster. No sign of Black.
                  Nor anywhere else in the castle.

                                DUMBLEDORE

                          (nodding)
                  I didn't really expect him to
                  linger.

                                SNAPE

                  Remarkable feat, don't you think?
                  To enter Hogwarts castle on one's
                  own, completely undetected...
     Dumbledore gazes at the students, refusing to take the
     bait.

                             SNAPE

               You may recall, prior to the start
               of term, I did express my concerns
               when you appointed Professor --

                                DUMBLEDORE

                  I do not believe a single
                  professor inside this castle
                  would have helped Sirius
                  Black enter it, Severus.
     As Snape's eyes glitter darkly, Dumbledore gazes out over
     the slumbering students.

                                DUMBLEDORE

                  No... I feel quite confident the
                  castle is safe. And I'm more than
                  willing to let the students return
                  to their Houses. But tomorrow.
                  For now, let them sleep...
     As Dumbledore's gaze finds Harry, he shuts his eyes,
     feigns sleep.

                                DUMBLEDORE

                  It's astonishing what the body can
                  endure when the mind allows itself
                  to rest.




62   EXT. HOGWARTS CASTLE - DAY                                   62

     The Whomping Willow idly casts off a few withering
     leaves.

                                                (CONTINUED)





                                                              49.





62   CONTINUED:                                                     62





                                SIR CADOGAN (V.O.)

                  What villains are these that
                  trespass upon my private lands!







63   INT. GRYFFINDOR COMMON ROOM - MORNING                          63

     The Fat Lady has been replaced by a PAINTING of a TINY
     KNIGHT (SIR CADOGAN). Stalking a bare stretch of grass
     as his PONY grazes nearby, he brandishes his sword wildly
     as a group of Gryffindors regard him warily.

                                SIR CADOGAN

                  Who dares challenge Sir Cadogan!
                  Back, you scurvy braggarts! You
                  rogues!

                                SEAMUS

                  He's barking mad!

                                DEAN THOMAS

                  What d'you expect? After what
                  happened to the Fat Lady, none of
                  the other pictures would take the
                  job.

                                NEVILLE

                  But he keeps changing the
                  password. Twice just this
                  morning! I've taken to keeping a
                  list.
     As Neville holds up a wrinkled piece of parchment, Harry,
     Ron and Hermione begin to exit.

                                SIR CADOGAN

                  Farewell, comrades! If ever you
                  have need of noble heart and
                  steely sinew, call upon Sir
                  Cadogan!

                                RON

                  Yeah, we'll call you... if we ever
                  need someone mental.







64   OMITTED                                                        64





65   INT. LUPIN'S CLASSROOM - MORNING (LATER)                       65

     SNAP! Snape PULLS DOWN a SCREEN over the blackboard,
     turns.

                                                     (CONTINUED)





                                                             50.





65   CONTINUED:                                                    65





                                SNAPE

                  Turn to page 394.
     As the students eye Snape with guarded curiosity, Malfoy
     finishes SCRAWLING something on a bit of PARCHMENT and
     balls it up in his hands. As he opens them, a MOTH
     flutters from his palms.

                                HARRY

                  Excuse me, sir, but... where's
                  Professor Lupin?




                                SNAPE

                  That's not really your concern, is
                  it, Potter? Suffice it to say,
                  your Professor finds himself
                  incapable of teaching at the
                  present time. Page 394.
     Snape waves the MOTH away, blows out a candle and a SLIDE
     SHOW BEGINS. An ANCIENT WOODCUT of a HORRIFIC BEAST
     flickers at the front of the room. Ron frowns down at
     his book.

                                RON

                  Werewolves?

                                HERMIONE

                  But, sir, we've only just begun
                  learning about Red Caps and
                  Hinkypunks. We're not meant to
                  start nocturnal beasts for
                  weeks --

                                SNAPE

                  Quiet!

                                 RON

                          (to Harry)
                  When did she come in?   Did you see
                  her come in...

                                SNAPE

                  Now. Which of you can tell me the
                  difference between an Animagus and
                  a werewolf?
     As the class stares mutely at a SLIDE of an ATTACKING
     WEREWOLF, Hermione waiting desperately for someone to
     respond to Snape's question, the moth flutters by Harry.

                                                    (CONTINUED)





                                                             51.





65   CONTINUED:    (2)                                               65




     SWAT! He pins it to his desk. A tiny cloud of moth dust
     mushrooms into the air and Harry lifts his palm.
     Malfoy's PARCHMENT has reappeared.




                                 SNAPE

                  No one?   How... disappointing.

                             HERMIONE

     Please, sir, an Animagus is a wizard who elects to turn
     into an animal. A werewolf has no choice in the matter.
     Furthermore, the werewolf actively hunts humans and
     responds only to the call of its own kind --
     Malfoy lets out a LOW HOWL.

                                SNAPE

                  Quiet, Malfoy! Though one must
                  admit to feeling your pain. That
                  is the second time you have spoken
                  out of turn, Miss Granger. Tell
                  me. Are you incapable of
                  restraining yourself? Or do you
                  take pride in being an
                  insufferable know-it-all?

                                RON

                          (to Harry)
                  He's got a point, you know.
     Harry stares at the parchment. Malfoy has drawn a crude
     caricature of Harry in his Quidditch robes being STRUCK
     BY LIGHTNING over and over.

                                SNAPE

                  Five points from Gryffindor!
                          (to the class)
                  As a antidote to your ignorance, I
                  prescribe two rolls of parchment
                  on the werewolf by Monday morning,
                  with particular emphasis placed on
                  recognizing it.
                          (suddenly)
                  Passing notes, Potter?
     Snape SNATCHES the drawing from under Harry's nose.      Eyes
     it.

                                SNAPE

                  Not exactly Picasso, are you? I
                  hope you demonstrate more talent
                  on the Quidditch pitch this
                  weekend then you do as an artist.

                                (MORE)


                                                    (CONTINUED)





                                                             52.





65   CONTINUED:    (3)                                             65





                                SNAPE (CONT'D)

                  If not, I fear you'll perish,
                  given the weather forecast. Until
                  that time, however, you'll forgive
                  me if I don't let you off
                  homework. Should you die, I
                  assure you... you need not hand it
                  in.
     As Snape turns away, Malfoy sniggers with Crabbe, Coyle
     and PIKE. Harry glances down at the drawing once more
     and we hear a true RUMBLE of THUNDER and --

                                                   CUT TO:




     ... a STITCH OF LIGHTNING...




66   OMITTED                                                       66


&                                                                  &


67                                                                 67








68   EXT. QUIDDITCH PITCH - A STITCH OF LIGHTNING - DAY            68

     as it strikes one of the GOLDEN QUIDDITCH RINGS and the
     clouds bloom with ICY BLUE light. Far below, in the
     stands, RAIN lashes the SEA OF UMBRELLAS. As one flies
     free, soaring end over end into the sky, the...
     ... CROWD EXPLODES and two Quidditch squads -- Gryffindor
     in SCARLET, Hufflepuff in CANARY-YELLOW -- shoot into the
     air. Twin BLUDGERS FIRE skyward, and the match is on.
     We CUT INTO Harry, rising like a rocket through the mist,
     his robes SNAPPING VIOLENTLY in the wind.




     INTERCUT HARRY'S POV

     -- as he flies, RAIN falling like NEEDLES before him,
     every dark cloud concealing potential danger. Beaters
     crisscross his path. A BLUDGER WHIZZES past, then a
     second ROCKETS DIRECTLY AT HIM.
     SWOOP! -- Harry ducks, watches the BLUDGER SHATTER the
     BROOM of a HUFFLEPUFF BEATER. The Beater goes into a
     wild spiral, vanishes in the mist.

                                                   (CONTINUED)





                                                         53.





68   CONTINUED:                                                  68





     IN THE STANDS

     Ron squints upward, the players little more than
     STREAKING BLURS from his vantage. KA-SSSST! A STITCH OF
     LIGHTNING strikes the TAIL of ANGELINA JOHNSON'S broom.
     As it BURSTS into FLAMES, she PLUMMETS to the pitch. Ron
     looks down at his own HAND. In the HIGHLY-CHARGED AIR,
     the HAIR above his knuckles RISES.
     In the sky, Harry flies fearlessly, searching for the
     Snitch as Bludgers pierce the clouds above him and
     CHASERS flit IN and OUT OF VIEW far below. Suddenly, in
     the stands opposite, a BLACK UMBRELLA flies from the hand
     of a RAVENCLAW GIRL. For a moment, it sails wondrously
     through the heavy air, a Magritte dream, then -- WHOOP!
     WHOOP! WHOOP! -- abruptly picks up speed, ROTATING LIKE
     A HATCHET. Harry DUCKS, turns, and watches it disappear
     into a bank of clouds. Then...
     ... something GLIMMERS: the Snitch. Instantly, Harry
     jets off closing fast on the tiny, glimmering ball,
     chasing it through one cloud... then another... and
     another... until...
     ... he BREAKS into a clear patch of sky... only to find
     the Snitch is gone. Angrily, Harry whips the Nimbus back
     around, searching the horizon frantically, when he spies
     something:
     In the stadium's HIGHEST TOWER, something ENORMOUS
     flickers briefly in SILHOUETTE, then is obscured by a
     veil of mist.
     Harry turns. In the distance, the stray umbrella spins
     INTO VIEW, harpoons a player. Harry's eyes shift. The
     SNITCH SHIMMERS like a FIREFLY in the dark underbelly of
     a cloud. Harry begins to go... when the veil of mist
     shrouding the high tower shifts and -- for one brief
     moment -- a GREAT DOG is revealed. As this mist closes,
     Harry frowns, jets away.
     As Harry pelts after the Snitch, the crowd RISES TO THEIR
     FEET, ROARING. Ron GRINS over the binoculars, watching
     Harry shred the mist as he urges his broom on.

                                 HARRY

                             Faster!
                  Come on!
     The trace of a smile forms on Harry's lips as he closes
     on the Snitch... only yards away... reaching out...
     when...

                                                (CONTINUED)





                                                                54.





68   CONTINUED:    (2)                                                68




     ... a THIN GLAZE of ICE clouds his GLASSES. He wipes at
     them, then flinches: BLOOD trickles down his cheek. The
     rain is turning to needles. Needles of ice. Harry
     glances at the HANDLE of his BROOMSTICK. The water
     sluicing through the grain is FREEZING. VAPOR streams
     from his mouth and nose.
     SWOOSH! A dark SILHOUETTE passes on his right. He
     turns. SWOOSH! -- a twin SILHOUETTE passes on his left.
     Harry sees neither. Looks down. The layers of mist are
     parting below. LIGHTNING STRIKES. Reveals: an ARMY OF
     SILHOUETTES drifting onto the pitch. A vast legion of
     them...

     DEMENTORS.

     A DISTANT WHISTLE weaves into the WIND, rises in pitch,
     not a whistle at all, but a... SCREAM. A WOMAN'S SCREAM.
     Harry's eyes flutter, and wisps of SILVERY WHITE LIGHT
     float from his mouth. His glasses glaze over completely.
     His fingers, rigid, can no longer grip the broom and...
     He FALLS.

                               HERMIONE

                  No!!!
     Harry and broom tumble in opposite directions.
     The Nimbus soars end over end, tossed by the currents,
     then drops... right into the Whomping Willow.
     FLOOMPH! Harry, in freefall, drops through one cloud,
     then another. Plummeting through the circling Dementors.
     Then... a TALL FIGURE rises from the crowd. Raises an
     OPEN HAND to the heavens. Eyes angry but clear.
     Dumbledore.
     An EXPLOSION -- more powerful than thunder -- rocks the
     air.
     A FLASH -- more fierce than lightning -- shocks the sky.
     And then...

     THE SCREEN GOES BLACK.

     Not a sound.     For the longest time.   Then... VOICES:

                                RON

                  Looks a bit peaky, doesn't he?

                                                   (CONTINUED)





                                                                 55.





68   CONTINUED:    (3)                                                 68





                               FRED

                  Peaky? What d'you expect him to
                  look like? He fell fifty feet.




                                GEORGE

                  Yeah, c'mon, Ron. We'll walk you
                  off the Astronomy Tower and see
                  how you come out looking.

                                HARRY

                  Probably a right sight better than
                  he normally does.
     Harry opens his eyes and Ron, Fred, George, and Hermione
     SLOWLY COME INTO FOCUS, standing at the foot of his bed
     in the hospital wing.

                                  HERMIONE

                  Harry!    How're you feeling?




69   INT. HOSPITAL WING - DAY                                          69

     As Harry edges up against his pillow, we see a NURSE in
     the b.g., removing the SPOKES of an umbrella from a
     Hufflepuff player's neck. Harry doesn't look so good
     himself.

                                 HARRY

                  Brilliant.

                                FRED

                  Gave us a right good scare, mate.

                                 HARRY

                  What happened?

                                RON

                  You fell off your broom.

                                  HARRY

                  Really?    I meant the match.   Who
                  won?
     Silence.     Uncomfortable glances.

                                HERMIONE

                  No one blames you, Harry. The
                  Dementors aren't meant to come on
                  the grounds. Dumbledore was
                  furious. After he saved you, he
                  sent them straight off.

                                                        (CONTINUED)





                                                            56.





69   CONTINUED:                                                   69




     Harry nods grimly, stares at the RAIN LASHING the window.

                                RON

                  There's something else you should
                  know, Harry. Your Nimbus -- when
                  it blew away? -- it sort of landed
                  in the Whomping Willow. And well...
     He tips a BAG of SPLINTERED WOOD and TWISTED TWIGS onto
     the bed. As Harry stares, we hear a gentle WIND, then...

                                PROFESSOR LUPIN (V.O.)

                  I'm sorry about your broom, Harry.
                  There's no chance of fixing it?




70   EXT. BLACK LAKE - LATE AFTERNOON                             70

     Harry shakes his head in response to Lupin's question,
     then -- WHOOSH! -- sets Hedwig free of her traces. As
     she soars into the sky, Harry and Lupin watch from the
     lake's edge.

                                HARRY

                  Why do they affect me so,
                  Professor? I mean, more than
                  everyone else...

                                PROFESSOR LUPIN

                  Dementors are among the foulest
                  creatures that walk this earth.
                  They feed on every good feeling,
                  every happy memory, until a person
                  is left with nothing but his worst
                  experiences. You're not weak,
                  Harry. The Dementors affect you
                  most, because there are true
                  horrors in your past. Horrors
                  your classmates can scarcely
                  imagine. You have nothing to be
                  ashamed of.

                                HARRY

                  I'm scared, Professor.

                                PROFESSOR LUPIN

                  I'd consider you a fool if you
                  weren't.

                                                   (CONTINUED)





                                                               57.





70    CONTINUED:                                                     70





                                 HARRY

                   I need to learn how to fight them.
                   You could teach me, Professor.
                   You made that Dementor on the
                   train go away...

                                 PROFESSOR LUPIN

                   There was only one that night...

                                 HARRY

                   But you made it go away.

                                 PROFESSOR LUPIN

                           (a beat)
                   I don't pretend to be an expert,
                   Harry. But yes, I can teach you.
                   Perhaps after the holiday. For
                   now, though, I need to rest. I'm
                   feeling... tired.
      Harry turns, studies Lupin's haggard face. A weary smile
      appears as Hedwig's reflection glides over Lupin's
      irises.

                                  PROFESSOR LUPIN

                   Beautiful...
      Harry looks up, watches Hedwig pinwheel through the blue,
      past the CLOCK TOWER and EXIT FRAME. CAMERA HOLDS, the
      skies PALES, and SNOW begins to fall. We TILT DOWN...




70A   EXT. HOGWARTS CASTLE - DAY (WEEKS LATER)                       70A

      ... to Hogwarts castle, weeks later, dusted in white.







71    EXT./INT. CLOCK TOWER - DAY                                    71

      Harry, framed in the window, stares out, looking forlorn.
      In REFLECTION, SNOW falls on the glass.




      HARRY'S POV

      A ragged line of students follows McGonagall toward the
      bridge. Harry's POV becomes OBJECTIVE and...




72    EXT. CLOCK TOWER COURTYARD - DAY                               72

      ... FOOTPRINTS appear in the snow, moving quickly to join
      the other students.

                                                      (CONTINUED)





                                                              58.





72   CONTINUED:                                                     72




     Suddenly, Fred and George appear, heading the opposite
     way and... the FOOTPRINTS reverse themselves... as if
     Fred and George were escorting an invisible person.

                                FRED

                  Clever, Harry.

                                GEORGE

                  But not clever enough.

                                FRED

                  Besides, we've got a better way.




73   INT. ENTRANCE HALL - DAY (MOMENTS LATER)                       73

     The great doors open and Fred and George enter. The
     INVISIBILITY CLOAK drops and Harry is revealed, looking
     cross. Instantly, Fred slaps a WORN ROLL OF PARCHMENT
     into his hand. Harry unfurls it. Frowns. It's blank.

                                HARRY

                  What's this rubbish?

                                FRED

                  Rubbish he says. That there's the
                  secret to our success.

                                GEORGE

                  It's a wrench giving it to you,
                  believe me.

                                FRED

                  But we've decided your need's
                  greater than ours. George, if you
                  will...

                                GEORGE

                  I solemnly swear that I am up to
                  no good.
     George touches his wand to the parchment and INTRICATE
     INK LINES surface in the fiber of the paper, spread like
     veins. Harry reads the CURIOUS WORDS at the top:

                                HARRY

                  'Messrs Moony, Wormtail, Padfoot
                  and Prongs are proud to present
                  The Marauder's Map'...?

                                GEORGE

                  Ah... Moony, Wormtail, Padfoot and
                  Prongs. We owe them so much.

                                                     (CONTINUED)





                                                               59.





73   CONTINUED:                                                      73





                               HARRY

                  Hang on. This is Hogwarts! And
                  that... No. Is that really...



     Harry points to a small MOVING DOT labeled "Dumbledore."

                                  FRED

                  Dumbledore.

                                  GEORGE

                  In his study.

                                  FRED

                  Pacing.

                                GEORGE

                  Does that a lot.

                                HARRY

                  You mean, this map shows...

                                  FRED

                  Everyone.

                                  HARRY

                  Everyone?

                                  GEORGE

                  Everyone.

                                FRED

                  Where they are.

                                GEORGE

                  What they're doing.

                                  FRED

                  Every minute.

                                  GEORGE

                  Of every day.

                                  HARRY

                  Brilliant!    Where'd you get it?

                                FRED

                  Nicked it from Filch's office, of
                  course, first year. Now listen.
                  There's seven secret passageways
                  out of the castle. But we'd
                  recommend...

                                                      (CONTINUED)





                                                              60.





73   CONTINUED:    (2)                                              73





                                FRED/GEORGE

                  This one.

                                GEORGE

                  The One-Eyed Witch on the third
                  floor.

                                HARRY

                  The One-Eyed...

                                FRED

                  Witch, right. But you best hurry.
                  Filch is heading this way.
                          (as they go)
                  Oh. And, Harry? When you're
                  done, make sure to give it a tap
                  and say, 'Mischief managed.'
                  Otherwise, anyone can read it.




74   INT. DIVINATION STAIRWELL - DAY (MOMENTS LATER)                74

     Harry approaches a STATUE of a hump-backed, ONE-EYED

     WITCH.

     INSERT MAP -- Harry traces his finger along the tattered
     surface to an INK FIGURE labeled "Harry Potter." A tiny
     SPEECH BUBBLE appears: "Dissendium."

                                HARRY

                  Dissendium?
     CLICK! The witch's EYE OPENS and the statue pivots,
     revealing a DARK OPENING in the floor. As Harry
     crouches, squinting, a cool DRAFT OF AIR ruffles his hair
     and the CAMERA DRIFTS INTO the DARKNESS...







75   INT. UNDERGROUND PASSAGEWAY - DAY (LATER)                      75

     A tiny LIGHT bobs in the distance, fracturing the
     darkness, then Harry appears, the tip of his wand
     GLOWING, map in hand. INSERT MAP: "Harry Potter" glides
     across the parchment.




     NEW ANGLE - DAY (LATER)

     Harry stops, cranes his neck.      STONE STEPS.   Taps the map.

                                HARRY

                  Mischief managed.




                                                         61.





76   INT. HONEYDUKE'S SWEETSHOP - CELLAR - SAME TIME - DAY      76





     CRATES. HUGE ROLLING BINS. A WOOD STAIRCASE. A

     trapdoor lifts. Harry's eyes appear. As he pulls
     himself up, a DOOR BANGS OPEN. Dense CHATTER ROARS from
     above. Quickly, Harry hides, watches a MAN'S BOOTS
     descend the stairs. Then...

                             WOMAN (O.S.)

               A box of Jelly Slugs as well,
               Horace. We're nearly cleared out.
     HORACE grunts, begins moving boxes. Harry looks up to
     the cellar door, takes out the invisibility cloak...




77   INT. HONEYDUKE'S SWEETSHOP - SAME TIME - DAY               77

     The CELLAR DOOR EASES open --   but no one appears. We
     TRACK THROUGH a sweet tooth's   dream, SWARMING with
     customers. Up ahead, Neville    prepares to lick the
     LOLLIPOP in his hand, when it   simply floats from his
     fingers and out the door...







78   EXT. MAIN STREET (HOGSMEADE VILLAGE) - CONTINUOUS          78


     ACTION - DAY

     ... into the MISTY, FOG-SHROUDED chaos of Main Street.
     As the lollipop drifts on, FOOTPRINTS appear in the snow
     below...




79   EXT. SHRIEKING SHACK - DAY (LATER)                         79

     At this elevation, the MIST hangs in thick, undulating
     veils, the Shrieking Shack an eerie silhouette in the
     gloom. Ron and Hermione stand stiffly, attempting, as
     best they can, to conceal the fact that, basically,
     they're scared stiff.

                             HERMIONE

               It's meant to be the most haunted
               building in Britain. Did I
               mention that?

                              RON

               Twice.

                             HERMIONE

               Should we move a bit closer?

                              RON

               Huh?   Oh... All right...

                                                 (CONTINUED)





                                                                62.





79   CONTINUED:                                                         79




     They take a step.       One step.    Stop dead.

                                RON

                  Actually, it's fine from here.




                                  HERMIONE

                  Perfect.
     Just then, VOICES ECHO and THREE FIGURES appear over the
     rise, phantoms in the mist. Malfoy. Crabbe. Goyle.
     Pike.

                                DRACO

                  Well, well. Look who's here. You
                  two shopping for your dream home?
                  Seems a bit grand for you, Weasel-
                  Bee. Don't your family all sleep
                  in one room?

                                RON

                  Shut your mouth, Malfoy.

                                DRACO

                          (clucking his tongue)
                  Now that's not very friendly.
                  Boys, I think we're going to have
                  to teach Weasel-Bee to respect his
                  superiors.

                                HERMIONE

                          (a harsh chuckle)
                  Hope you don't mean yourself.
     Malfoy's eyes shift, regard Hermione with disgust.

                                DRACO

                  How dare you speak to me, you
                  filthy, little mud --
     SPLAT!   Malfoy takes a SNOWBALL to the grill.        Splutters:

                                  DRACO

                  Who did that!
     Malfoy glances about in confusion, when -- SPLAT!
     SPLAT! -- he takes two more. Hermione and Ron glance
     about uneasily.

                                DRACO

                  Well, don't just stand there!

                                                       (CONTINUED)





                                                                63.





79   CONTINUED:    (2)                                                79




     Crabbe and Goyle start for Ron and Hermione, when --
     FLUMPH! -- their knees go out and they fall headfirst
     into the snow. Draco begins to back away fearfully,
     eying the mist...




                                DRACO

                  Wait a minute, there's something
                  out here -- Aaaaaaahhhh!!!
     Malfoy's SKI MASK is pulled over his eyes, he's spun
     about, given a ROUGH KICK to the ass and sent stumbling
     over the rise and out of sight. Instantly, Crabbe and
     Goyle join him.
     Ron and Hermione stand frozen, exchange a nervous glance,
     and... DASH OFF... when -- FLUMPH! -- they both go
     flying, land on their pants in the snow. As they sit up,
     they hear...
     LAUGHTER.    Hermione's eyes narrow in suspicion.

                                 HERMIONE

                              Harry?
                  Harry...?
     The Invisibility Cloak drops.      Sure enough.   Harry.
     Grinning.

                                RON

                                        That was not
                  Bloody hell, Harry!
                  funny!



     But he's smiling. They all are.        As he and Hermione pelt
     Harry with SNOWBALLS, we --

                                                     CUT TO:





80   EXT. MAIN STREET (HOGSMEADE VILLAGE) - DAY (MOMENTS              80


     LATER)

     The trio trudge through the SWIRLING SNOW. Harry's
     donned Hermione's scarf and Ron's hat to disguise
     himself.

                                RON

                  Those weasels! Never told me
                  about any Marauder's Map!

                                HERMIONE

                  But Harry isn't going to keep it.
                  He's going to turn it over to
                  Professor McGonagall, aren't you?

                                                     (CONTINUED)





                                                                64.





80   CONTINUED:                                                       80





                                RON

                  Oh sure. Along with his
                  invisibility cloak, his pack of
                  exploding snap cards, his --




                                  HERMIONE

                  Oh, shut up.

                                CORNELIUS FUDGE (O.S.)

                  Rosmerta, m'dear!
     Up ahead Cornelius Fudge emerges from a MINISTRY SLEIGH
     as Hagrid swings the door clear and -- with unfortunate
     ease -- rips it clean off the fittings. Fudge joins
     McGonagall and a CURVY BARMAID (ROSMERTA) outside the

     THREE BROOMSTICKS PUB.


                                HERMIONE

                  That's Madam Rosmerta.     Ron
                  fancies her.

                                  RON

                  It's not true!

                                  HARRY

                  Shhh.

                                CORNELIUS FUDGE

                  I trust business is good?

                                MADAM ROSMERTA

                  It'd be a right sight better if
                  the Ministry wasn't sending
                  Dementors into my pub every other
                  night.

                                CORNELIUS FUDGE

                  We have a killer on the loose.

                                MADAM ROSMERTA

                  Sirius Black? In Hogsmeade!       And
                  what would bring him here?

                                  CORNELIUS FUDGE

                  Harry Potter.

                                  MADAM ROSMERTA

                  Harry Potter!

                                                       (CONTINUED)





                                                               65.





80   CONTINUED:    (2)                                               80




     Fudge looks around nervously, then jerks his head toward
     the pub. As he leads Rosmerta and McGonagall inside,
     we --




                                                CUT BACK TO:





     HERMIONE AND RON


                                  RON

                  Harry?
     He's gone.     FOOTPRINTS track through the snow, into the pub.







81   INT. THREE BROOMSTICKS PUB - HARRY'S POV FROM UNDER THE         81


     INVISIBILITY CLOAK - DAY (MOMENTS LATER)

     ... as he THREADS THROUGH the teeming pub, PAST a SIGN
     ("No Underage Wizards") and nearly collides with some
     very STRANGE-LOOKING PATRONS. Ron and Hermione ripple
     briefly past a frosted window, then... THREE SHRUNKEN
     HEADS swing INTO VIEW.

                                SHRUNKEN HEAD #1

                  So I says to him, 'Careful, Ned.
                   Don't want to go losing your head!'
     As the three heads CACKLE HYSTERICALLY, bobbing up and
     down on their strings, Harry turns... just as an UNSHAVEN
     WIZARD'S arm whips down and a DART goes WHISTLING right
     toward Harry's eyes. Harry DUCKS, pivots, and -- THWOCK!
     -- sees the dart pierce the cork of the disfigured
     DARTBOARD behind him.
     Harry hurries on, trailing Fudge and McGonagall up a DARK
     STAIRWELL as Rosmerta leads them into a small BACK ROOM.
     As the door starts to close, Harry rushes forward: SLAM!
     Too late. CAMERA TILTS. The KNOB turns, the door
     opens...




82   INT. THREE BROOMSTICKS PUB - CARD ROOM - DAY                    82

     ... and SNOW flutters off the sill of a HALF-OPEN WINDOW.
     McGonagall turns, frowning, and re-closes the door,
     harder this time, then joins Fudge and Rosmerta. HARRY'S
     POV SHIFTS FROM one TO the other as they speak.

                                  MADAM ROSMERTA

                  Come on then.    Let's hear it.

                                                    (CONTINUED)





                                                             66.





82   CONTINUED:                                                    82




                                PROFESSOR McGONAGALL
                  Years ago, when Harry Potter's
                  parents were marked for death,
                  they went into hiding. Few knew
                  where they were. One who did was
                  black. And he told...

                                MADAM ROSMERTA

                  You-Know-Who. I've heard this
                  rot. It was all over The Daily
                  Prophet back in the day. And I'll
                  say now what I said then: Of all
                  the boys I ran out of here,
                  Black's the last who would've gone
                  over to the dark side. Hearsay.
                  That's all the Ministry had.
                  Hearsay.

                                 CORNELIUS FUDGE

                  Ha!   Tell that to Peter Pettigrew!

                                MADAM ROSMERTA

                  Peter Pettigrew?
                                PROFESSOR McGONAGALL
                  Little lump of a boy? Always
                  tagging after Black and...

                                MADAM ROSMERTA

                  I remember him. What's he got to
                  do with it?
                                PROFESSOR McGONAGALL
                  After the Potters were killed,
                  Pettigrew went looking for Black.
                  And, unfortunately... found him.

                                CORNELIUS FUDGE

                  Black was vicious. He didn't kill
                  Pettigrew. He destroyed him. A
                  finger. That's all that was left.
                  A finger -- there's your hearsay.
     Rosmerta looks to McGonagall.      She nods grimly.
                                PROFESSOR McGONAGALL
                  Sirius Black may not have put his
                  hands to the Potters, but he's the
                  reason they're dead. And now he
                  wants to finish what he started.

                                MADAM ROSMERTA

                  Harry.

                                                    (CONTINUED)





                                                          67.





82   CONTINUED:    (2)                                           82




     McGonagall nods, then looks pained.

                                CORNELIUS FUDGE

                  But that's not the worst of it.




                                MADAM ROSMERTA

                  What could be worse?
                                PROFESSOR McGONAGALL
                  This: Sirius Black was and
                  remains today... Harry Potter's
                  godfather.
     BLAM! The pub doors fly open, REVEAL Main Street, where
     Ron and Hermione wait, rubbing their hands against the
     chill. As they look down, CAMERA TILTS...




83   EXT. MAIN STREET (HOGSMEADE VILLAGE) - MOMENTS LATER -      83


     DAY

     ... and FOOTPRINTS appear in the snow. HARRY'S POV ENDS.
     CAMERA TILTS UP, FOLLOWS Hermione and Ron until they
     LEAVE FRAME, then HOLDS ON a POSTER of BLACK, fluttering
     against a lamppost: "Have you seen this wizard?"







84   EXT. OUTSKIRTS OF TOWN - DAY (MOMENTS LATER)                84

     At the end of a ROCKY OUTCROP, the FOOTPRINTS end and
     SOBS are heard. Ron takes Hermione's arm, discouraging
     her from going further, but she does, filling the
     footprints with her own, then kneeling and -- very gently
     -- drawing the cloak from Harry. He stares into the
     mist, eyes stinging with tears.

                                HARRY

                  He was their friend. And he
                  betrayed them. He was their
                  friend.
                          (eyes hardening)
                  I hope he finds me. But when he
                  does, I'm going to be ready. When
                  he does, I'm going to kill him.




85   EXT. HOGWARTS CASTLE - DUSK (TRANSITION TO SPRING)          85

     Butterflies flutter over the great green lawn. The GIANT
     SQUID breaks through the last GLAZE of ICE on the Black
     Lake. The Whomping Willow shakes the water from its
     branches...




                                                          68.





86   INT. ASTRONOMY ROOM - DUSK                                 86




     The DYING SUN streams through high windows, painting
     Harry's face a fierce AMBER-RED as he stands opposite
     Lupin. ANCIENT CHARTS drape the walls while gleaming
     SPHERES OF SPUN GLASS ORBIT one another silently. Lupin
     paces before a LARGE TRUNK.

                             PROFESSOR LUPIN

               You're sure about this, Harry?
               This is very advanced magic. Well
               beyond Ordinary Wizarding Level.

                             HARRY

               If Black can fight the Dementors,
               I need to know how too.
     Lupin studies Harry -- as if conflicted -- then decides.

                             PROFESSOR LUPIN

               Very well. The spell I'm going to
               teach you is called the Patronus
               Charm. Ever hear of it?
     Harry shakes his head.

                             PROFESSOR LUPIN

               A Patronus is a kind of positive
               force. For the wizard who can
               conjure one, the Patronus works
               something like a shield. The
               Dementor feeds on it instead of
               him.
     Just then, the trunk RATTLES VIOLENTLY. As Harry's eyes
     wander, Lupin SNAPS his fingers, brings his attention
     back.

                             PROFESSOR LUPIN

               But in order for it to work, you
               must think of a memory. And not
               just any. This memory needs to be
               a very happy one. And powerful.
     Harry thinks a bit.   Then... nods.

                             PROFESSOR LUPIN

               Got something? Good. Let it fill
               you up. Lose yourself in it.
               Then speak the incantation:
               Expecto Patronum. Without your
               wand...

                             HARRY

               Expecto Patronum...

                                                  (CONTINUED)





                                                               69.





86   CONTINUED:                                                      86





                                 PROFESSOR LUPIN

                  Right then.   Shall we?
     Harry nods, raises his wand. Lupin, watching closely,
     reaches over, grips the lid of the TRUNK...

                                 PROFESSOR LUPIN

                  Concentrate, Harry.
                  Concentrate...
     As Lupin FLINGS open the case, Harry OPENS HIS EYES. In
     the sun's BLOOD-LIGHT, the Dementor looks particularly
     horrific.

                                HARRY

                  Expecto... Patronum...
     The torches on the wall FLICKER as a CHILL BREEZE fills
     the chamber. A SCREAM ECHOES distantly. Harry's hand
     trembles. His eyes begin to roll up...

                                HARRY

                  Expecto... Expecto...

                                PROFESSOR LUPIN

                  Here!
     CRACK! -- the Dementor mutates into a SILVERY WHITE ORB.

                                PROFESSOR LUPIN

                  Riddikulus!
     Lupin flicks his wand, sends the orb back into the
     packing case. Harry stands blinking. Dazed. Lupin
     fishes a CHOCOLATE FROG from his pocket. Presses it into
     Harry's trembling hand.

                                PROFESSOR LUPIN

                  Quickly.
     Harry studies the frog.      Takes a bite.    Begins to
     recover.

                                HARRY

                  That's one nasty Dementor.

                                PROFESSOR LUPIN

                  Boggart, Harry. The real thing
                  would be much, much worse. Just
                  out of interest, what were you
                  thinking of? What memory did you
                  choose?

                                                     (CONTINUED)





                                                                  70.





86   CONTINUED:    (2)                                                  86





                                HARRY

                  The first time I rode a broom.

                                PROFESSOR LUPIN

                  That's not good enough, Harry.
                  Not nearly.
     Harry glances toward the window, at the bloody sun.

                                HARRY

                  There's another. It's not happy
                  exactly. I mean, it is. It's the
                  happiest I've ever felt. But
                  it's... complicated.

                                  PROFESSOR LUPIN

                  Is it strong?
     Harry looks up into Lupin's eyes.       Emotional.   Nods.

                                PROFESSOR LUPIN

                  Then let's try it.
     Harry takes a breath.      Tosses the frog aside.    Poises
     himself.

                                PROFESSOR LUPIN

                  Think, Harry, think --

                                  HARRY

                  Just do it!
     Lupin blinks at Harry's quiet fierceness. Opens the
     packing case. Instantly, the Dementor appears again. A
     chill fills the air. The hair skates off Harry's scar.
     He sets his jaw...

                                HARRY

                  Expecto Patronum!
     Harry's hand TREMBLES. His whole BODY TREMBLES. But he
     holds his ground, when -- WHOOSH! -- a huge SILVER SHADOW
     BURSTS from the end of his wand, hovering between him and
     the Dementor. The Dementor falters... Harry's legs like
     water...

                                  PROFESSOR LUPIN

                  Riddikulus!
     CRACK! The Dementor vanishes. Harry's arm drops.
     Slack. Lupin eyes Harry with a kind of awe. His voice
     barely a WHISPER.

                                                    (CONTINUED)





                                                               71.





86   CONTINUED:    (3)                                               86





                                 PROFESSOR LUPIN

                  Well done.

                                HARRY

                  I think I've had enough.    For
                  today.
     Lupin nods.    Watches Harry move to the door.

                                PROFESSOR LUPIN

                  So you know, Harry: You'd have
                  given your father a run for his
                  money. And, believe me, that's
                  saying something.
     Harry ponders this.       Then speaks, deep inside himself.

                                HARRY

                  I was thinking of him. And Mum.
                  Seeing their faces. They're just
                  talking to me. Just... talking.
                  That was the memory I chose. I
                  don't even know if it's real...
     Harry grips the door, pushes past.

                                HARRY

                  But it's the best I have.




87   INT. TOWER DORMITORY - NIGHT                                    87

     All the boys asleep.
     All except Harry, who lies in bed, studying the photo of
     his parents, barely visible in the fluttering light of a
     guttering candle. As the FLAME DIES with a soft HISS,
     all goes BLACK and we --

                                                     CUT TO:








88   EXT. HOGWARTS CASTLE - NIGHT (LATER)                            88

     A hulking, haunted goliath against the sky.




89   EXT. COURTYARD - NIGHT                                          89

     A cautious breeze rises.       Leaves scud across the gravel.




90   INT. GREAT HALL - NIGHT                                         90

     A church.    Empty.   Silent.




                                                           72.





91    INT. SEVENTH FLOOR CORRIDOR - NIGHT                          91




      A WINDOWPANE RATTLES, up high, the corridor thatched in
      shadow. Slowly... CAMERA BEGINS TO MOVE. CREEPING
      FORWARD. A SHADOW ENGULFS Sir Cadogan, dozing against
      his tree...







92    INT. TOWER DORMITORY - NIGHT (MOMENTS LATER)                 92

      A WHISTLE SHRIEKS. The Sneakoscope, whirling madly,
      skitters across the bedside cabinet and -- CLICK! CLICK!
      CLICK! -- taps against a WATER GLASS, sending shafts of
      RED LIGHT pinwheeling over the photo of Harry's
      parents...

                                RON

                Aaaahhhh!
      Harry BOLTS UP, sees a SILHOUETTE etched on the window --
      a MAN CLUTCHING A KNIFE. All the boys are up now.
      Screaming. Amid the chaos, Harry grabs his wand.

                                HARRY

                Everybody out!
      The others flee.    Harry faces the HULKING SHADOW, wand
      poised.

                                HARRY

                Show yourself.
      Crash! The water GLASS SHATTERS on the floor and
      Scabbers darts past Harry's bare feet, chased by
      Crookshanks. Seizing the moment, the SILHOUETTE grasps
      the curtains and swings through the open window, plunging
      into the night. Harry rushes to the window, looks down.







92A   EXT. GRYFFINDOR TOWER - CONTINUOUS ACTION - NIGHT            92A

      The SILHOUETTE leaps from ledge to ledge with an animal's
      grace, then... vanishes.




92B   INT. TOWER DORMITORY - CONTINUOUS ACTION - NIGHT             92B

      Harry sweeps Ron's curtains aside.    His bed is... empty.

                                HARRY

                         Ron!
                Ron!
      Harry's eyes flash toward the window, when... Ron pokes
      his head out from under the bed.

                                RON

                Is he gone?




                                                           73.





93   INT. GRYFFINDOR COMMON ROOM - NIGHT (LATER)                   93




     The entire Gryffindor House, in pajamas, stand before
     McGonagall, who wears a TARTAN ROBE and an expression of
     singular irritation.



                             PROFESSOR McGONAGALL
               That's preposterous, Weasley. How
               could Sirius Black possibly have
               got through the portrait hole?

                             RON

               I don't know how he got in! I was
               a bit busy dodging his knife!
     Just then, a curiously content Crookshanks wends his way
     through Ron's legs.

                             RON

               And this bloody cat ate my rat!

                               HERMIONE

               That's a lie!

                             RON

               It is not and you bloody well know it!
                               PROFESSOR McGONAGALL
               Silence!
     McGonagall turns then and everyone follows her eye to Sir
     Cadogan who, sensing the attention, perks up instantly.

                             DUMBLEDORE

               Sir Cadogan. Is it possible that
               you let a mysterious man enter
               Gryffindor Tower tonight?

                             SIR CADOGAN

               Certainly, good lady! He had the
               password. Had the whole week's,
               in fact. On a little piece of
               paper.
                             PROFESSOR McGONAGALL
               Which abysmally foolish person
               wrote down the passwords and then
               proceeded to lose them!
     Every eye shifts once more:    Neville.   McGonagall sighs.
                             PROFESSOR McGONAGALL
               Is it always going to be you,
               Longbottom?

                                                   (CONTINUED)





                                                              74.





93     CONTINUED:                                                   93





                                  NEVILLE

                    I'm afraid so, ma'am.
                                  PROFESSOR McGONAGALL
                            (to the group at large)
                    While we know Sirius Black is gone
                    tonight, I think you can safely
                    assume he will, at some future
                    time, attempt to return. Let me
                    be clear. You are not to move
                    about the castle alone. And you
                    are not to write down the
                    password! Understood!
       A collective nod of the head. McGonagall gives the ties
       of her robe a sharp tug, collects herself, and exits.
                                  PROFESSOR McGONAGALL
                    Very well then. Go to bed.
       As the students drift off, Ron casts a last angry glance
       toward Hermione, who now holds Crookshanks in her arms.

                                  HARRY

                    I could've killed him.
       Hermione turns, sees Harry staring out the window.

                                  HARRY

                    He was right there. Close enough to touch.
                    I could've killed him.




94     OMITTED                                                      94

thru                                                                thru

96                                                                  96








96A    EXT. SLOPE - DAY                                             96A

       The trio make their way down the slope.

                                  RON

                    I find it astonishing that someone
                    who prides herself on being so
                    logical can be in such denial.

                                  HERMIONE

                    Harry. Will you explain to your
                    friend Ronald that he has
                    absolutely no proof whatsoever
                    that my sweet, unassuming cat ate
                    his shabby, decidedly decrepit
                    rat.

                                                     (CONTINUED)





                                                              75.





96A   CONTINUED:                                                    96A





                                 RON

                   Harry was there! He'll tell you
                   how it was. Go on, Harry, tell
                   her.




                                 HARRY

                   No, I won't. Know why? Because I
                   don't care about your stupid rat!
                   I don't care about your stupid
                   cat! I've got few other things on
                   my mind right now!

                                 RON

                   Really? Wasn't you had to roll
                   under the bed last night to avoid
                   getting cut to ribbons! A person
                   could die being your friend,
                   Harry!
      Ron stops, wishes he could take it back. They all wish
      he could. Avoiding each other's eyes, they turn,
      continue on.




97    EXT. BLACK LAKE - DAY (MOMENTS LATER)                         97

      Hagrid, wearing a GIGANTIC, HAIRY BROWN SUIT and perhaps
      the world's ugliest YELLOW AND ORANGE TIE, stands knee-
      deep in the shallows of the Black Lake, skimming rocks as
      big as flagstones across the water's shiny gloss. As he
      turns, the trio catches a brief sight of his eyes, red
      with tears, then he looks away.

                                 HERMIONE

                   How'd it go, Hagrid?

                                 HAGRID

                   Buckbeak liked London.

                                 HERMIONE

                   I meant the hearing.

                                 HAGRID

                   Oh. That. Well, I got up an'
                   said my bit -- You know, how
                   Buckbeak was a good Hippogriff an'
                   as long as yeh treated 'im with
                   respect, he'd treat you the same.
                   Then Lucius Malfoy got up an' said
                   his bit -- you know, how Buckbeak
                   was a deadly dangerous beast that
                   no teacher in their righ' mind
                   would expose their students to...

                                                     (CONTINUED)





                                                               76.





97   CONTINUED:                                                      97





                                  HERMIONE

                            (dreading it)
                  And...?



     Hagrid slings another rock into water.

                                HERMIONE

                  You mustn't blame yourself,
                  Hagrid.

                                RON

                  Draco. It's him the Committee
                  should punish. It's him they
                  should send off to the forest, not
                  Buckbeak.

                                HAGRID

                  Buckbeak's not going back to the
                  forest...

                                HERMIONE

                          (dreading the answer)
                  Where's he going, Hagrid?

                                HAGRID

                  He asked fer the worse, yeh see,
                  Lucius Malfoy did. An' the
                  Committee granted it. Buckbeak's
                  bin sentenced ter death.




98   EXT. HOGWARTS CASTLE - NIGHT                                    98

     Dark. Ominous.         Dementors drift in the distance.
     Restless...







99   INT. TOWER DORMITORY - NIGHT                                    99

     Silent. A room of shadows. While those around him
     slumber, Harry lies awake, unable to sleep. Finally, he
     turns to his cupboard, takes the Marauder's Map.

     WHISPERS:


                                HARRY

                  I solemnly swear that I am up to
                  no good.
     The crooked corridors and serpentine passageways of
     Hogwarts radiate across the parchment, then... a TINY DOT
     catches Harry's eye. He frowns. It reads: "Peter
     Pettigrew."




                                                          77.





100   INT. CORRIDOR - NIGHT (MOMENTS LATER)                       100




      Harry moves down a DARK corridor, map in hand, WAND
      AGLOW. In the PAINTINGS he passes, the subjects SNORE

      SOFTLY.


      INSERT - MARAUDER'S MAP




      "Harry Potter" and "Peter Pettigrew" draw closer and
      closer.







      BACK TO SCENE

      Harry squints toward the end of the corridor. Down at
      the map. Pettigrew moves quickly down the adjoining
      corridor. Twenty yards away. Ten. Only seconds away...
      Wand trembling in his hand, Harry glances from the map to
      the dark corridor ahead, again and again. Then... as the
      two DOTS are about to collide... he looks slowly up...
      turns the corner... heart in his chest... and meets...




      HIMSELF

      ... reflected in a MIRROR. He BLINKS, startled, then
      glances back down at the map. Pettigrew has moved past
      him. Confused, Harry wheels, casts his wand along the
      walls.

                              VOICE (O.S.)

                Watch it there, boy!
      Harry JUMPS. But it's only an OLD MAN in a PAINTING,
      scowling in the glare of Harry's wand light. On the map,
      "Pettigrew" continues to move away. Harry makes to
      follow, then stops. HEARS FOOTSTEPS. The WAND'S SPOT
      dances across the parchment, finds another DOT.
      Approaching FAST: "Severus Snape."

                              HARRY

                Mischief managed!
      Harry stashes the map, extinguishes his wand, and
      turns... into the harsh glare of Snape's wand.

                              SNAPE

                Potter. What're you doing
                wandering the corridors at night?

                              HARRY

                I was... I was... sleepwalking...
      A sneer curdles the corners of Snape's lips.

                                                 (CONTINUED)





                                                               78.





100   CONTINUED:                                                       100





                                 SNAPE

                   How extraordinarily like your
                   father you are, Potter. He, too,
                   was exceedingly arrogant.
                   Strutting about the castle --

                                 HARRY

                   My dad didn't strut. Nor do I.
                   Now, if you don't mind, I'd
                   appreciate you lowering your wand.
      Snape eyes Harry coldly.      Containing himself.   Lowers his
      wand.

                                 SNAPE

                   Turn out your pockets.
      Harry doesn't move, eyes still boring into Snape.

                                 SNAPE

                   Turn out your pockets!
      Finally, Harry obliges.      Seeing the map, Snape's eyes
      glitter.

                                  SNAPE

                   And this.   What might it be?

                                 HARRY

                   Spare bit of parchment...

                                 SNAPE

                   Really...
                           (poising his wand)
                   Reveal your secret!
      To Harry's horror, words begin to appear. Snape studies
      him, a sadistic half-smile on his lips. Turns the map
      his way.

                                 SNAPE

                   Read it.

                                 HARRY

                   'Messrs. Moony, Wormtail, Padfoot
                   and Prongs offer their compliments
                   to Professor Snape and...'

                                 SNAPE

                   Go on.

                                                     (CONTINUED)





                                                              79.





100   CONTINUED:    (2)                                             100





                                 HARRY

                   '... and request that he keep his
                   abnormally large nose out of other
                   people's business.'

                                 SNAPE

                           (smile drooping)
                   Why you insolent little --

                                   PROFESSOR LUPIN

                   Professor...?
      Snape turns.     Sees Lupin standing in the shadows.

                                 SNAPE

                   Well, well. Lupin. Out for a little
                   walk in the moonlight, are we?

                                  PROFESSOR LUPIN

                   Harry?   You all right?

                                 SNAPE

                   That remains to be seen. I've
                   just now confiscated a rather
                   curious artifact from Mr. Potter.
                   Take a look, Lupin. This is
                   supposed to be your area of
                   expertise.
      Lupin takes the parchment, which now displays a rather
      unflattering caricature of Snape and a pair of potions.

                                 SNAPE

                   Clearly, it's full of Dark Magic.

                                 PROFESSOR LUPIN

                   I seriously doubt that, Severus.
                   It looks to me as if it merely
                   insults anyone who tries to read
                   it. I suspect it's a Zonko
                   product. Nevertheless, I shall
                   pursue any hidden qualities it may
                   possess. As you say, it's my area
                   of expertise. Come, Harry.




101   INT. CORRIDOR/LUPIN'S OFFICE - EVENING (MOMENTS LATER)        101

      Harry walks aside a fuming Lupin, who grips the map
      fiercely.

                                                     (CONTINUED)





                                                              80.





101   CONTINUED:                                                    101





                                 PROFESSOR LUPIN

                   I don't know how this map came to
                   be in your possession, Harry, but
                   I'm astounded that you didn't turn
                   it in. Did you ever stop to think
                   that this -- in the hands of
                   Sirius Black -- is a map to you?
      Harry walks silently.     Lupin can barely contain his anger.

                                 PROFESSOR LUPIN

                   Your father didn't set much store
                   by rules either. But he and your
                   mother did give their lives to
                   save yours. Gambling their
                   sacrifice by walking about the
                   castle unprotected, with a killer
                   on the loose, strikes me as a poor
                   way to repay them. I won't cover
                   up for you again, Harry.
      Lupin enters his office, tosses the map on his desk, and
      begins to sort through some papers. Harry lingers
      briefly in the doorway, absently eyes the WAXING MOON
      that glimmers beyond the window, then starts to turn
      away. Stops.

                                 HARRY

                   Professor. Just so you know, I
                   don't think the map always works.
                   Earlier, it showed someone in the
                   castle. Someone I know to be dead.

                                 PROFESSOR LUPIN

                           (only half-listening)
                   And who was that, Harry?

                                 HARRY

                   Peter Pettigrew.
      Lupin hesitates ever-so-slightly, then returns to his
      papers.

                                 PROFESSOR LUPIN

                   Very well. I'd like you to return
                   to your dormitory now. Oh, and
                   Harry? Don't take any detours.
      As Harry looks back, Lupin taps the map.

                                  PROFESSOR LUPIN

                   If you do.   I'll know.

                                                    CUT TO:


                                                    (CONTINUED)





                                                              81.





101   CONTINUED:    (2)                                             101





      CLOSEUP - CRYSTAL BALL

      murky with smoke.




                                 PROFESSOR TRELAWNEY (V.O.)

                   Relax... Let your mind... go...




102   INT. DIVINATION CLASSROOM - MORNING                           102

      The students gaze into CRYSTAL BALLS, faces reflecting
      the mist within, so that their very skin seems to be made
      of smoke.
      Conspicuously, Harry, Ron and Hermione sit apart.

                                 PROFESSOR TRELAWNEY

                   Crystal-gazing requires that you
                   clear the Inner Eye. Only then,
                   will you... See. Oh my, what do
                   we have here...?
      As Trelawney eyes Harry's crystal, Hermione rolls her
      eyes.

                                  HERMIONE

                   Here we go again. It's the Grim!
                   It's the Grim!

                                 PROFESSOR TRELAWNEY

                           (eyes narrowing)
                   My dear, from the moment you first
                   arrived in my class, I sensed that
                   you did not possess the proper
                   spirit for the noble art of
                   Divination. You may be young in
                   years, but the heart that beats
                   beneath your bosom is as shriveled
                   as an old maid's, your soul as dry
                   as the pages of the books to which
                   you so desperately cleave.
      Stung, Hermione starts to reply, but -- remarkably --
      seems incapable of a single word. Rising gracelessly,
      she exits, knocking her crystal ball to the floor. Harry
      watches curiously as the ball rolls slowly OUT the
      doorway...

                                 LAVENDER

                   'In late spring, one of our number
                   will leave us forever!' You knew,
                   Professor! You saw.

                                 PROFESSOR TRELAWNEY

                   On these occasions, I take no joy
                   in my gift, Miss Brown.




                                                              82.





102A   EXT. DIVINATION CLASSROOM - MORNING (LATER)                  102A




       As the students exit, Ron, walking separately from Harry,
       turns to Neville.

                               RON

                 She's gone mental, Hermione has.
                 I mean, not that she wasn't always
                 mental, but now it's out in the
                 open for everyone to see...
       Ron stops, glances at Harry, then moves off. Harry
       watches him go, along with the others, then spies
       Hermione's crystal ball lying on the landing.




102B   INT. DIVINATION CLASSROOM - DAY (MOMENTS LATER)              102B

       Harry sets Hermione's crystal back on its stand, starts
       to go, when... the SMOKE within the crystal suddenly
       DARKENS. Leaning close, Harry watches the shape that
       appears. It is unmistakable: Sirius Black. Just then,
       a SHADOW crawls the glossy surface of the crystal and...
       ... a HAND SNATCHES Harry's shoulder.     He wheels,
       finds...

                               HARRY

                 Professor Trelawney --

                               PROFESSOR TRELAWNEY

                 He will return tonight....
       Harry stiffens.   Trelawney's voice is eerily HOLLOW.

                                  HARRY

                 S-sorry?

                               PROFESSOR TRELAWNEY

                 Tonight, when the clock strikes
                 twelve, the servant shall break
                 free. He and his Master shall be
                 reunited. It cannot be prevented.
       Trelawney smiles savagely... then her head falls forward.
       When it rises, she blinks, eyes the hand that lies upon
       Harry's shoulder. Her hand.

                               PROFESSOR TRELAWNEY

                 So sorry, dear boy. Did you say
                 something?
       Her voice is normal once more.     Harry shakes his head.

                                  HARRY

                 No.   Nothing.




                                                            83.





103   INT. DIVINATION STAIRWELL - DAY (MOMENTS LATER)             103




      Harry -- clearly unsettled by his encounter with
      Trelawney -- hastens down the stairs, and we...

                                                FADE OUT.








104   INT. CLOCKTOWER COURTYARD - DAY (LATER)                     104

      SWOOK! SWOOK! We FADE UP ON a MOVING POV OF a CROW as
      it glides to the flock circling the feet of a POT-BELLIED
      MAN (THE EXECUTIONER) sitting in the courtyard. As he
      sharpens his AXE -- SWOOK! SWOOK! -- we --

                                                 CUT TO:








      HARRY, RON AND HERMIONE

      hurrying past.   The Executioner looks up and we --

                                                 CUT TO:





105   EXT. HOGWARTS CASTLE - BRIDGE - LATE AFTERNOON              105

      ... Harry, leading Ron and Hermione toward Hagrid's hut.

                              HERMIONE

                I can't believe they're going to
                kill Buckbeak! It's too horrible.

                              HARRY

                It just got worse.
      She and Ron look and SEE:




106   EXT. SUNDIAL GARDEN - CONTINUOUS ACTION - LATE              106


      AFTERNOON

      Malfoy, along with Crabbe and Goyle, lurks within a
      grouping of monolithic menhirs, BINOCULARS in hand,
      spying on Hagrid, who stands in the pumpkin patch,
      tossing dead ferrets to Buckbeak. Hagrid wipes his eyes,
      lopes into the hut.

                              DRACO

                Did you see the big, fat
                blubbering oaf?! Oh, this is
                going to be rich. Did I tell you,
                Father said I can keep the head --
                        (looking up)
                Ah. Come to see the show?

                                                 (CONTINUED)





                                                              84.





106   CONTINUED:                                                      106





                                 HERMIONE

                   You... foul... loathsome...
                   evil... little cockroach...
      Malfoy stumbles back against a tree, cross-eyed with fear
      as Hermione jabs the tip of her wand under his nose,
      when...

                                  RON

                   Hermione!   No!
      She turns, surprised Ron's spoken to her.      He looks away.

                                 RON

                   He's not worth it.
      Hermione nods, then -- SMACK! -- quick as lightning,
      lands a looping right to Malfoy's jaw, putting him flat
      on his back. Stunned, he leaps to his feet and runs,
      Crabbe and Goyle huffing and puffing behind.

                                 HERMIONE

                   That felt good.




107   EXT. SLOPE/PUMPKIN PATCH - LATE AFTERNOON (MOMENTS              107


      LATER)

      The trio makes their way down the slope and past
      Buckbeak, chewing on a ferret with idle satisfaction.







108   INT. HAGRID'S HUT - LATER (LATE AFTERNOON/DUSK)                 108

      Hagrid stands by the window watching Buckbeak.      Harry and
      Ron sit. Hermione makes tea.

                                 HAGRID

                   Look at 'em. Loves the smell
                   o' the trees when the wind
                   blows...

                                 HARRY

                   I say we set him free.

                                 HAGRID

                           (shaking his head)
                   They'd know I did it. And tha'
                   would only get Dumbledore in
                   trouble. Gonna come down, yeh
                   know. Says he wants ter be with
                   me when it... when it happens.
                   Great man, Dumbledore.

                                                     (CONTINUED)





                                                               85.





108   CONTINUED:                                                     108





                                 HERMIONE

                   We'll stay with you too, Hagrid.

                                 HAGRID

                   Yeh will not! Think I wan' yeh
                   seein' a thing like this! No.
                   Yeh'll drink yer tea an' be off.
                   But before yeh do -- I wan' ter
                   see you an' Ron shake hands,
                   Harry.
      Ron and Harry exchange a glance, then look to Hagrid.

                                 HAGRID

                   Thin' I haven' seen 'ow it's bin
                   betw'n you two? Go on now...
      Reluctantly, Harry and Ron extend their hands.       Shake.

                                 HAGRID

                   Good. Now then. Ron, I wan' ter
                   see you give Hermione a hug.

                                 HERMIONE/RON

                   What!

                                HAGRID

                   Go on! You two've been at it all
                   year. An' I'm sick o' it.
      Acutely uncomfortable, Hermione and Ron step forward and
      perform perhaps the most awkward hug Hogwarts has ever
      seen.

                                 HAGRID

                   Crikey, tha's jus' abou' the most
                   pathetic hug I e'er seen. But yeh
                   did it, an' tha's wha' matters.
                   There's jus' one other thing...

                                 RON

                   I'm not kissing Fang if that's
                   what you're thinking...
      Hearing his name, FANG -- Hagrid's giant boarhound --
      THUMPS his tail happily on the floor. Hagrid turns,
      takes the lid from a FLOUR TIN, A TINY HEAD, ears flecked
      with powder, emerges.

                                  RON

                   Scabbers!   You're alive!

                                                      (CONTINUED)





                                                              86.





108   CONTINUED:    (2)                                             108





                                  HAGRID

                   Yeh should keep a closer eye on
                   yer pets, Ron.




                                 HERMIONE

                   I think you owe someone an
                   apology.

                                 RON

                   Right. Next time I see
                   Crookshanks, I'll let him know.

                                   HERMIONE

                   I meant me.

                                    HAGRID

                   Crikey.     Here we go agin...
      SMASH! A GLASS JAR on the SHELF SHATTERS. As Hermione
      scoops up a JAGGED STAR-SHAPED STONE, a second STONE
      bounces off the back of Harry's head.

                                   HARRY

                   Ow!
      Harry turns, looks out the window.

                                   HARRY

                   Hagrid...
      Everyone turns. Looks. Dumbledore and Fudge approach.
      Behind them, in a fluttering shroud of CROWS, the
      Executioner follows, axe at his side. Hagrid begins to
      panic.

                                 HAGRID

                   Yeh got to go! It's almost dark.
                   Anyone sees yeh outside the castle
                   it'll be trouble! Big trouble!
                   'Specially you, Harry --
      BANG! BANG! BANG! The door SHAKES. Hagrid stiffens in
      fear. Harry reaches up, puts his finger to Hagrid's
      trembling lips, speaks softly to the others.

                              HARRY

                C'mon.




109   EXT. HAGRID'S HUT - PUMPKIN PATCH - WIDE SHOT - DUSK          109


      (MOMENTS LATER)

      As the trio exit through the back door, Fudge, Dumbledore
      and the Executioner enter through the front.

                                                     (CONTINUED)





                                                               87.





109   CONTINUED:                                                     109




      A veil of crows flutters onto the roof. More drop into
      the patch, begin to slowly circle Buckbeak.
      Harry and the others duck behind the pumpkins, watch
      Hagrid solemnly greet the others. Fudge appears at the
      window. Picks his nose. Just then, a Shhh! is heard.
      Hermione turns. The branches of the trees behind her are

      DANCING ODDLY.


                                HARRY

                   What?

                                 HERMIONE

                   Nothing, I just thought I saw...
                   Never mind.




110   EXT. SUNDIAL GARDEN - DUSK (MOMENTS LATER)                     110

      The trio slip silently into a stand of trees. Beyond
      them, Hagrid's hut glimmers desolately in the dying sun.
      High in the CLOCK TOWER, a BELL begins to TOLL.

      DING!


      DING!


      DING!

      The trio stops, fighting their tears. A QUARTET OF BLEAK
      SHADOWS files from the hut. One of the SHADOWS --
      Dumbledore -- raises his hand and points, directing the
      attention of the others away from Buckbeak. Dumbledore
      speaks briefly -- unintelligible from this distance,
      then -- CAW! CAW! -- The crows SHRIEK excitedly and the
      Executioner separates from the others, disappears behind
      a LOW STAND OF TREES.

      DING!

      All goes very still.     The wind loses its voice...

      DING!

      Sunlight kicks off the axe as it rises over the trees,

      INTO VIEW...


      DING!

      The ax hangs seemingly forever, etched against the sky,
      then drops from sight. A SICKENING CHOP! fouls the
      breeze and Ron and Harry stare toward the trees in numb
      disbelief. Hermione, face turned away, trembles...

                                                      (CONTINUED)





                                                                 88.





110    CONTINUED:                                                      110





       DING!

       The SUN sets, dropping behind the mountains in the
       distance. Hermione turns. Sees a frenzied spray of
       crows stain the bloody sky, their PRIMAL SHRIEKING rising
       like a curse.
       Slowly, Hermione's hand falls onto Ron's shoulder and
       CAMERA FALLS WITH her, CONTINUING DOWN the length of
       Ron's arm to his hand, where a DROP OF BLOOD hangs from
       his finger, drops like a tear...

       DING!

       Ron stares at his hand.        At the blood running down his
       finger.

                                    RON

                    He bit me...
       His eyes shift.      See Scabbers streaking away.

                                    HERMIONE

                    Ron!   No!
       As Ron pelts after Scabbers, Harry and Hermione give
       chase.




110A   EXT. RIDGE - CONTINUOUS ACTION - DUSK                           110A

       Ron reaches the summit, disappears over the top.
       Hermione and Harry follow.







110B   EXT. WHOMPING WILLOW - CONTINUOUS ACTION - DUSK                 110B

       Harry and Hermione reach the top of the ridge.        Stop.

                                 HERMIONE

                    Harry. You do realize what tree
                    this is...
       Ron nabs Scabbers, cradles him in his bloody palm.

                                  RON

                    Now behave yourself.
       CAMERA PULLS BACK:        Ron is kneeling under the Whomping
       Willow.

                                                        (CONTINUED)





                                                           89.





110B   CONTINUED:                                                  110B





                                  HARRY

                    That's not good.
                            (yelling)
                    Ron! Run!
       Ron spins.     Looks toward Harry.

                                    RON

                    Harry!   Run!
       Harry's eyes shift. Bounding toward him in the gathering
       gloom is an ENORMOUS, PALE-EYED, JET-BLACK... DOG. Harry
       shields himself when... the dog LEAPS CLEAR OVER HIM.

                                    RON

                    Aaaahhh!
       The dog's TEETH flash and -- SNAP! -- close on Ron's
       foot, dragging him TOWARDS THE TRUNK like a rag doll.
       Instantly, Harry dashes forward, leaps out, and grabs
       Ron's hands... but he and Ron just keep skudding along
       the ground.

                                  HERMIONE

                    I've got you --
       Hermione pitches herself onto Harry's feet... and the
       three of them go scudding along.

                                    RON

                    Harry!
       Harry raises his chin. The dog vanishes into the GAP at
       the base of the tree, begins to pull Ron through...

                                    HARRY

                    Hold on, Ron!
       But it's no use. The dog is too powerful. Harry glances
       around desperately, then finds himself looking directly
       in Ron's eyes. He can read his mind.

                                    HARRY

                    No, Ron...
       One by one, Ron releases his fingers from Harry's
       forearm. Sacrificing himself.

                                    HARRY

                    Nooooo!!!
       But Ron closes his eyes, releases his hands fully, and...

                                                  (CONTINUED)





                                                              90.





110B   CONTINUED:    (2)                                            110B




       Disappears.     As his VOICE ECHOES deep into the earth...
       Harry and Hermione rise, peer into the hole.



       WHOMP! The Whomping Willow sweeps first Hermione, then
       Harry, into the air and -- FLOOMPH -- drops them on their
       backsides.




       HARRY AND HERMIONE'S POV - THE BRANCHES OVERHEAD

       Swaying beautifully against the dusky sky, swishing
       softly.




       BACK TO SCENE

       As one, they rise. Run back toward the gap in the tree.
       A branch swoops down.
       Hermione ducks. Harry doesn't. WHOOSH -- he is flung
       one way, his GLASSES the other.
       Hermione HOPS over another branch -- looks briefly
       pleased with herself -- only to find herself SWEPT HIGH
       IN THE AIR by a second branch. She looks down, sees
       Harry searching the ground for his glasses.

                                  HERMIONE

                    Haaaaaaarrrrrr!!!!!!!!!
       Harry squints up, sees a PILE-DRIVING FIST of a branch
       screaming straight down for his head. He rolls away just
       as -- WHOMP! -- the branch PULVERIZES the ground.
       Hermione WHIPS THROUGH FRAME, still clinging on for dear
       life, and Harry rises. FLUMPH! -- he's promptly knocked
       to the ground again. Hermione goes CRASHING through the
       high branches, Harry spies his glasses and grabs them.
       Rising, he fits them to his face and...

       HIS BLURRY POV...

       ... turns CRYSTAL CLEAR just in time to see Hermione

       FLYING MADLY TOWARD HIM.


                                  HERMIONE

                    Ahhhhhhhhhhhhhhhh!

                                  HARRY

                    Ahhhhhhhhhhhhhhhh!
       Hermione reaches out, grabs Harry's shirt and -- riding
       the branch in tandem -- the two boomerang back, hurtling
       toward the trunk of the tree, through the gap, and into
       the darkness...




                                                            91.





111    INT. WILLOW ROOTS - TUNNEL - NIGHT (MOMENTS LATER)          111




       ... below. OOMPH! Harry hits the ground hard.     OOMPH!
       Hermione falls on top of him.

                               HERMIONE

                 Thanks.

                               HARRY

                 Don't mention it. Lumos.
       As the tip of Harry's WAND GLOWS, reveals a long, snaking
       tunnel.

                               HERMIONE

                 Where do you suppose this goes?

                               HARRY

                 I have a hunch. I just hope I'm
                 wrong...




111A   INT. TUNNEL TO SHRIEKING SHACK - NIGHT                      111A

       Harry and Hermione make their way through the primitive
       passageway, ducking the roots that dangle overhead.
       Then, abruptly, the tunnel... ends. Confused, Harry and
       Hermione glance about, then -- as one -- peer up. A
       small opening. Harry reaches up, hoists himself through.







112    INT. SHRIEKING SHACK - DECREPIT ROOM - NIGHT                112

       Harry pulls Hermione up. Looks about. Paper peels from
       the walls. Stains -- suspiciously similar to dried blood
       -- blot the floorboards. Shattered furniture lies strewn
       everywhere.

                               HERMIONE

                 We're in the Shrieking Shack,
                 aren't we?
       Harry doesn't answer, staring at the DOG PRINTS in the DUST
       on the floor. The CEILING CREAKS. They dash to the stairs.




113    INT. HALLWAY - LANDING - NIGHT (SECONDS LATER)              113

       They come out, look down. A wide, shiny stripe cuts
       through the DUST-LADEN floor -- as if something has been
       dragged -- to the end of the hallway, where a LIGHT seeps
       from a door.

                               HARRY

                 Nox.

                                                   (CONTINUED)





                                                                92.





113   CONTINUED:                                                      113




      His wand-light dies. Slowly, they step to the door.
      Exchange a look. She nods, wand ready, and Harry KICKS
      the door aside.







114   INT. UPSTAIRS ROOM - SAME TIME                                  114

      Ron sits upon a sagging bed, clutching his bloody foot.

                                  HERMIONE

                   Ron!   You're okay --

                                 HARRY

                   The dog -- where's the --

                                 RON

                                          He's the dog.
                   It's a trap, Harry.
                   He's an Animagus...
      Harry looks down, follows the PAW PRINTS on the floor to
      a pair of FILTHY HUMAN FEET. Harry looks up slowly at
      the MAN standing in the shadows. Filthy, matted hair
      hangs to his shoulders. His skin like a corpse.

      SIRIUS BLACK.

      He studies Harry's face keenly.        Harry draws his wand.

                                 HERMIONE

                   If you want to kill Harry, you'll
                   -- you'll... have to kill us, too!

                                   SIRIUS BLACK

                   No.    Only one will die tonight.

                                 HARRY

                   Then it'll be you!

                                  HERMIONE

                   Harry!   No!
      Just then, FOOTSTEPS sound. Black wheels toward the
      door, edgy. Harry eyes Black, wand hand shaking
      violently. As Black turns back, he stops, regards Harry
      cautiously.

                                 SIRIUS BLACK

                   Going to kill me, Harry?

                                  HARRY

                   Yes.

                                                       (CONTINUED)





                                                               93.





114   CONTINUED:                                                     114




      Harry raises his wand.     BLAM! -- the DOOR CRASHES OPEN:
      Lupin.

                                 HARRY/HERMIONE/RON

                   Professor Lupin!
      Lupin ignores them, eying Black intensely.

                                 PROFESSOR LUPIN

                   Looking a bit ragged, aren't we,
                   Sirius? Finally the skin reflects
                   the madness within.

                                 SIRIUS BLACK

                   You'd know all about the madness
                   within, wouldn't you, Remus?
      The two regard each other, the moment taut with tension,
      then Lupin steps forward and... EMBRACES Black like a
      brother.

                                 HERMIONE

                   No! I trusted you! I covered up
                   for you. And all this time you've
                   been his friend!
                           (pointing)
                   He's a werewolf! That's why he's
                   been missing classes!
      Harry and Ron stare, dumbfounded, at Lupin. Black HOWLS
      then, bitterly amused. Lupin eyes him, then turns back.

                                 PROFESSOR LUPIN

                   How long have you known?

                                 HERMIONE

                   Since Professor Snape set the
                   essay.

                                 PROFESSOR LUPIN

                   You're the brightest witch of your
                   age I've ever met, Hermione.

                                 SIRIUS BLACK

                   Yes, you glow like the sun. And
                   you howl at the moon. Enough
                   talk! He dies. Now. If you
                   won't do it with me, Remus, I'll
                   do it alone.

                                 PROFESSOR LUPIN

                   Wait, Sirius --

                                                      (CONTINUED)





                                                               94.





114   CONTINUED:    (2)                                              114





                                 SIRIUS BLACK

                   I did my waiting! Twelve years of
                   it! In Azkaban! Trust me, you
                   wouldn't have lasted a week!



      Lupin eyes Black, then nods.

                                 PROFESSOR LUPIN

                   All right then. As you wish...

                                 HARRY

                   No!
      Harry raises his wand when Lupin wheels and, with a flick
      of his own, disarms him. Furious, Harry eyes Black
      murderously.

                                 HARRY

                   You betrayed my parents!   You sold
                   them to Voldemort!

                                 SIRIUS BLACK

                   It's a lie! I never would've
                   betrayed James and Lily!

                                  PROFESSOR LUPIN

                   Harry!   You've got to listen --

                                 HARRY

                   Did he listen! When my mother was
                   dying! Did he hear her screaming!

                                 SIRIUS BLACK

                   No! I wasn't there! And I'll
                   regret it the rest of my life!
      Harry's eyes flash to Black's, glittering with pain.

                                 PROFESSOR LUPIN

                   Someone else betrayed your
                   parents, Harry. Someone in this
                   room right now. Someone who,
                   until quite recently, I believed
                   to be dead.

                                 SIRIUS BLACK

                   He's as good as dead.

                                 HARRY

                   What're you talking about?
                   There's nobody here.

                                                      (CONTINUED)





                                                              95.





114   CONTINUED:    (3)                                             114





                                 SIRIUS BLACK

                   Oh yes there is...
      Black turns then, to Ron, and CROONS in a cruel sing
      song:

                                 SIRIUS BLACK

                   Come out, come out, Peter
                   Come out, come out and play...
      Ron draws back from Black's demented gaze.

                                   RON

                   You're mad...
      Harry's eyes shift from Ron's FACE to his HANDS, where
      Scabbers TWISTS violently. As a curious expression
      befalls Harry, Lupin and Black, as one, raise their
      wands... when.

                                   SNAPE

                   Expelliarmus!
      The wands fly from their hands. The others turn, find
      Snape standing in the doorway, smiling smugly.

                                 SNAPE

                           (eying Black)
                   Ah, vengeance is sweet. How I
                   hoped I'd be the one to catch you.

                                   PROFESSOR LUPIN

                   Severus --

                                 SNAPE

                   I told Dumbledore you were helping
                   your old friend into the castle.
                   And here's the proof.

                                 SIRIUS BLACK

                   Brilliant! And -- as usual --
                   dead wrong. Now give us our wands
                   back. Remus and I have a bit of
                   unfinished business to tend to.
      As Black approaches, Snape puts his wand to Black's neck.

                                 SNAPE

                   Give me a reason. I beg you.

                                 PROFESSOR LUPIN

                   Don't be a fool, Severus!

                                                     (CONTINUED)





                                                               96.





114   CONTINUED:    (4)                                              114





                                 SIRIUS BLACK

                   He can't help it. It's habit by
                   now.




                                   PROFESSOR LUPIN

                   Quiet, Sirius!

                                 SNAPE

                           (clucking his tongue)
                   Listen to you two. Quarreling
                   like an old married couple. The
                   creature and the criminal.

                                 SIRIUS BLACK

                                 Piss off.

                                 SNAPE

                   Witty as ever I see. Tell me,
                   will you be so irreverent when I
                   turn you over to the Dementors?
                           (as Black reacts)
                   Do I detect a flicker of fear?
                   One can only imagine what it must
                   be like to endure the Dementor's
                   Kiss. It's said to be unbearable
                   to witness. But I'll do my best.
      Snape's eyes harden.      He gestures to the door.

                                   SNAPE

                   After you.
      As the others start to go, Harry glances at the table
      where Lupin has left Harry's wand. In a flash, it's in
      his hand.

                                   HARRY

                   Expelliarmus!
      Snape soars into the air, hits the wall with a THUD, and
      slides down. Ron and Hermione stare in shock.

                                  HERMIONE

                            You attacked a teacher.
                   Harry.
      Harry looks a bit shocked himself, then turns to Black.

                                 HARRY

                   You said Peter before.    Peter who?

                                PROFESSOR LUPIN

                   Pettigrew. He was at school with
                   us. We thought he was a friend.

                                                      (CONTINUED)





                                                               97.





114   CONTINUED:    (5)                                              114





                                HARRY

                                             He killed
                   No. Pettigrew's dead.
                   him.



      As Harry points at Black, Black laughs mirthlessly.

                                 PROFESSOR LUPIN

                   I thought so, too. Until you
                   mentioned seeing Pettigrew on the
                   Map.

                                 HARRY

                   The Map was lying then --

                                 SIRIUS BLACK

                   The Map never lies. Pettigrew's
                   alive. And he's right there.
      Black points at... Ron.      Ron goes white with fear.

                                  RON

                   M-me?   It's lunatic...

                                 SIRIUS BLACK

                   Not you, you idiot. Your rat.

                                 RON

                   Scabbers? Scabbers has been in my
                   family for --

                                 SIRIUS BLACK

                           (bitterly)
                   Twelve years. A curiously long
                   life for a common garden rat.
                   He's missing a toe, isn't he?
      Black unfolds a dog-eared clipping from The Daily
      Prophet: it shows Ron in Egypt with his family, Scabbers
      on his shoulder.

                                 RON

                   So what?

                                 HARRY

                   All they could find of Pettigrew
                   was his --

                                 SIRIUS BLACK

                   Finger. Dirty coward cut it off
                   so everyone would think he was
                   dead. Then he transformed into a
                   rat.

                                                      (CONTINUED)





                                                               98.





114   CONTINUED:    (6)                                              114




      Harry stares into Black's sunken eyes. Wanting to
      believe. Desperate to believe. Glances at Ron, his
      agonized face. Scabbers SQUIRMS VIOLENTLY.




                                HARRY

                   Show me.
      Lupin and Black turn to Ron.      He holds Scabbers
      protectively.

                                 RON

                   What are you going to do to him?
      Sirius and Lupin exchange a glance.

                                SIRIUS BLACK

                   Together.
      With that, Lupin takes out his wand and, as one, he and
      Black cast a stream of BLUE-WHITE LIGHT. Scabbers twists
      madly in midair, then -- FLASH! -- transforms into... a
      very short man with thinning hair and grubby hands.

      PETER PETTIGREW.


                                 PETTIGREW

                   S-Sirius... R-Remus. My old
                   friends.
      Neither speaks. Pettigrew's small, watery eyes dart
      toward the windows and door. Suddenly, he makes a
      break for it, but Sirius merely shoves him back.
      Pettigrew's nose twitches, his gaze finding Harry. His
      hands flutter nervously, reveal a MISSING INDEX FINGER.

                                 PETTIGREW

                   Harry! Look at you! Y-you look
                   just like your father. Like
                   James. We were the best of
                   friends, he and I --

                                SIRIUS BLACK

                   Shut up!

                                 PETTIGREW

                   I didn't mean to! The Dark Lord,
                   you have no idea the weapons he
                   possesses! Ask yourself what you
                   would have done, Sirius. What
                   would you have done!

                                                      (CONTINUED)





                                                             99.





114   CONTINUED:    (7)                                              114





                                 SIRIUS BLACK

                   Died! Died rather than betray my
                   friends! And you should have
                   realized, Peter, if Voldemort
                   didn't kill you...

                                PROFESSOR LUPIN

                   We would.

                                 PETTIGREW

                   No... please... you can't...
                           (eyes darting,
                            finding)
                   Ron! Haven't I been a good
                   friend? A good pet? You won't
                   let them kill me, will you? I was
                   your rat...
      Ron draws back in disgust.     Pettigrew turns to Hermione.

                                 PETTIGREW

                   Sweet girl. Clever girl.   Surely
                   you won't let them...
      As one, Lupin and Black raise their wands, point them
      directly into Pettigrew's face. He shrinks back
      trembling, closing his eyes in fear, when...

                                HARRY

                   No.
      Pettigrew's lids lift.    Lupin and Black turn.   Staggered.

                                 PROFESSOR LUPIN

                   Harry, this man...

                                 HARRY

                   I know what he is. But we'll take
                   him to the castle.

                                 PETTIGREW

                   Bless you, boy! Bless you --

                                 HARRY

                   Get off! I said we'd take you to
                   the castle. After that, the
                   Dementors can have you.




115   OMITTED                                                        115


&                                                                    &


116                                                                  116





                                                           100.





117   EXT. WHOMPING WILLOW - NIGHT (LATER)                        117




      As Pettigrew emerges from the gap, he prattles
      desperately:

                              PETTIGREW

                Turn me into a maggot. A dung
                beetle. A Flobberworm! Anything
                but the Dementors...
                        (as Ron emerges)
                Ron! Haven't I been a good
                friend? A good pet? You won't
                let them kill me, will you? I was
                your rat...
      As Ron draws back in disgust, a sleepwalking Snape BUMPS
      his head against a low limb. Hermione turns to Harry.

                              HERMIONE

                Don't worry. He's under the
                Somnambulist Charm. It's
                primarily used to transport the
                seriously deranged.
      As Harry nods, Pettigrew's pleading eyes find Hermione.

                              PETTIGREW

                Sweet girl. Clever girl.     Surely
                you won't let them...
      Hermione tugs her robes from Pettigrew's sweaty grasp.
      Harry turns, sees Black staring in wonder at the castle,
      shining radiantly under the bright bowl of the night sky.

                              SIRIUS BLACK

                Beautiful, isn't it? I'll never
                forget the first time I walked
                through those doors. It'll be
                nice to do it again. Freely.
                        (turning to Harry)
                That was a noble thing you did
                back there. He doesn't deserve
                it.
      Harry studies Pettigrew briefly, looks away.    Lost in
      thought.

                              HARRY

                I don't reckon my father'd want
                his best friends to become killers
                for a worthless piece of vermin
                like Pettigrew. Besides: Dead,
                the truth dies with him. Alive...
                you're free.

                                                   (CONTINUED)





                                                             101.





117   CONTINUED:                                                    117




      Sirius studies Harry's profile, moved by this.

                                 SIRIUS BLACK

                   I don't know if you know, Harry,
                   but when you were born, James and
                   Lily made me your guardian...

                                 HARRY

                   I know.

                                 SIRIUS BLACK

                   And, well, I'll understand if you
                   choose to stay with your aunt and
                   uncle, but, so you know, you
                   could --

                                 HARRY

                                         When!
                   Come live with you?

                                 SIRIUS BLACK

                   Soon as my name's cleared...
      Harry looks at Hogwarts. GRINS. Sirius does the same.
      Then, Hermione's voice rises on the air, quavering with
      fear.

                                 HERMIONE

                   Harry...
      He turns, see Hermione staring at the FULL MOON. His
      eyes shift. Lupin is a rigid silhouette, his fingers
      twitching.

                                 SIRIUS BLACK

                   Remus, old friend... did you take
                   your potion tonight?
      Lupin, twitching, SHAKES HIS HEAD. Pettigrew's eyes
      dart, taking in the situation, then slowly shift, note
      the WAND trembling in LUPIN'S LENGTHENING FIST.

                                  SIRIUS BLACK

                   Run.   All of you. Now.
      But none of them do, transfixed, watching as BRISTLES
      POKE THROUGH LUPIN'S SKIN. Black steps forward, wraps
      his arms around his friend, presses his mouth to his ear.

                                 SIRIUS BLACK

                   You know the man you truly are,
                   Remus. This flesh is only flesh.

                                 (MORE)


                                                    (CONTINUED)





                                                             102.





117   CONTINUED:    (2)                                             117




                           SIRIUS BLACK (CONT'Dpounding Lupin's
                            chest)
                   This heart is where you truly
                   live. This heart! Here!



      As Lupin's WAND DROPS... Pettigrew LEAPS.

                                   HARRY

                   No!
                           (flashing his wand)
                   Expelliarmus!
      Lupin's wand flies from Pettigrew's hand and he FREEZES.
      Then slowly turns. Face blank, eyes closed, he... GRINS
      HIDEOUSLY. Transforms. Stunned, Harry watches a RAT
      dart into the night.
      A HOWL PIERCES THE AIR and Harry wheels. With a shrug,
      Lupin tosses Black into the air, then turns. He is no
      longer human. He's a werewolf. Harry and Hermione begin
      to edge back.

                                   HERMIONE

                   Professor...?
      The WEREWOLF'S eyes blaze. Long teeth glitter. Then...
      a horrifying GROWL ERUPTS from its throat. Harry and
      Hermione spin, begin to flee... and run flat into Snape.
      As they collapse in a great clumsy pile, Snape's eyes
      flutter open, the spell broken. Seeing Hermione atop
      him, he sweeps her aside...

                                 SNAPE

                   Out of the way!
      ... and finds the werewolf preparing to pounce. Leaping
      to his feet, Snape draws his wand and steps forward,
      shielding Hermione, Harry and Ron.
      The WEREWOLF HOWLS, SPRINTS forward, when -- SWOOSH! -- a
      GIANT DOG (Black) intercepts it in MIDAIR. They hit the
      ground in a FIERCE TANGLE of FLASHING TEETH, a single
      horrible flailing beast. Again and again, the dog pushes
      the werewolf back, but the werewolf is too strong...

                                   HARRY

                   Sirius!
      The DOG YELPS, ROARS in pain, and the werewolf flings it
      into the tall grass. As it charges after, Harry pushes
      past Snape, dashes into the night. Hermione makes to
      follow, but Snape holds her back.

                                                    (CONTINUED)





                                                               103.





117    CONTINUED:    (3)                                              117





                                 HERMIONE

                    Harry!
       Harry runs full out. Up ahead, FRAMED AGAINST A FULL
       MOON, he spies the dog, lying inert, the werewolf's
       razor-sharp claws suspended over its neck.

                                 HARRY


                    NO!!!

       Desperately, Harry plucks a THICK BRANCH from the ground
       and hurls it with all his might. Bull's-eye. The
       werewolf freezes. Turns. Begins to move toward...
       Harry.
       Harry draws his wand, terrified, but tormented as well,
       knowing Lupin dwells somewhere within the beast.

                                  HARRY

                    Please, Professor. Stop... It's
                    me.
       Suddenly... a HOWL pierces the night.
       The werewolf falters, cocking its head toward the forest.
       Harry waits, petrified. The WEREWOLF's eyes shift back
       to him. It SNARLS, moves closer, ready to kill. Harry
       covers his face with his arm, when...
       ... a SECOND HOWL ECHOES high above the forest. Slowly,
       Harry drops his arm. Looks. The werewolf bounds toward
       the forest, vanishes. Harry's eyes shift. In the
       darkness, the wounded dog lurches through the tall grass.
       Falls. Rises. Falls again. Each time becoming more
       human. As he disappears over the ridge, Harry sprints
       after.




117A   EXT. BLACK LAKE - SAME TIME - NIGHT                            117A

       Harry stumbles down to Black, who lies on the water's
       edge, now fully a man, arms and face gleaming with
       lacerations.

                                 HARRY

                    Sirius!
       Harry looks into his glassy eyes.

                                 HARRY

                    Sirius!

                                                      (CONTINUED)





                                                               104.





117A   CONTINUED:                                                     117A




       A fragile MIST escapes Harry's mouth. A raw WIND TOSSES
       his hair. CHILL-BUMPS pebble his SKIN. A FRINGE of ICE
       appears at the lake's edge. Then they appear, oozing
       like smoke through the TREES across the lake. Dementors.




                                  HARRY

                    No... No!
                            (drawing his wand)
                    Expecto... Patronum!
       A thin silvery wisp weeps from Harry's wand, hovering
       like a VEIL, but the Dementors continue to come. Harry
       places his hand on Black's HEAVING HEART, poises his wand
       once more:

                                  HARRY

                    Expecto... Patronum...
       Harry's Patronus blooms briefly... and dies. Harry's
       eyes flutter, the DEMENTORS twisting madly in his vision,
       drawing closer. Black GASPS. SILVERY FEATHERS of LIGHT
       tumble from his lips, as if his very soul were leaving
       him...
       Then... a LIGHT splinters the trees. Harry squints, sees
       a FIERY STAG appear... its body luminous... slashing
       through the trees... sowing light in the darkness. The
       Dementors wilt in its wake, but more replace them,
       sweeping down in waves. Still, the stag charges on. The
       LIGHT EXPANDS. The forest blazing with it. The remaining
       Dementors flee, drifting across the moon like ash.
       The light ebbs. The stag's luminous body flickers.
       There is a BRIGHT FLASH and darkness returns, a single
       THREAD of LIGHT all that remains, spinning down to the
       size of a PEARL... in the palm of MAN, standing deep in
       the trees. Harry studies the strangely familiar
       SILHOUETTE, then... it is gone.
       Silence drops like a curtain. MIST rises from the lake.
       As Snape appears at the top of the rise, we --

                                              FADE TO BLACK.





       FADE IN:


118    INT. HOSPITAL WING - NIGHT (LATER)                             118

       CAMERA PULLS BACK SLOWLY... out of HERMIONE'S SHADOW,
       which ripples against the curtain that encircles Harry's
       bed. A HAND reaches out -- Harry's hand -- and sweeps
       the CURTAIN ASIDE. Ron lies opposite, his leg BANDAGED.
       Hermione paces. Stops.

                                                  (CONTINUED)





                                                              105.





118   CONTINUED:                                                     118





                                   HERMIONE

                   Harry --

                                   HARRY

                   I saw my dad.

                                   HERMIONE

                   What...?

                                 HARRY

                   He sent the Dementors away... I
                   saw him. Across the lake...
      Hermione exchanges a private glance with Ron, turns back.

                                 HERMIONE

                   Listen, Harry. They've captured
                   Sirius. Any minute the Dementors
                   are going to perform the Kiss.

                                   HARRY

                   The Kiss...?

                                 HERMIONE

                   It's what Dementors do to those
                   they want to destroy. They clamp
                   their jaws over the victim's mouth
                   and... suck out his soul.

                                 HARRY

                   You mean, they're going to kill
                   Sirius?

                                 HERMIONE

                   No. It's worse. Much worse. You
                   go on living. But you have no
                   memory. No sense of self. You're
                   just a shall. An empty shell...
      As Harry reacts, the door opens and Dumbledore enters.

                                HERMIONE

                   Headmaster! You've got to stop
                   them! They've got the wrong man!

                                 HARRY

                   It's true, sir. Sirius is
                   innocent --

                                 RON

                   It's Scabbers who did it!

                                                     (CONTINUED)





                                                              106.





118   CONTINUED:    (2)                                              118





                                  DUMBLEDORE

                   Scabbers...?

                                   RON

                   My rat,   sir. Only he's not really
                             Well, he was a rat. You
                   a rat.
                   see, he   used to be my brother
                   Percy's   --

                                 HERMIONE

                   The point is... we know the truth.
                   Please, sir, you must believe us.

                                 DUMBLEDORE

                   I do, Miss Granger. But I'm sorry
                   to say the word of three thirteen-
                   year-old wizards will convince few
                   others. A child's voice, however
                   honest and true, is meaningless to
                   those who have forgotten how to
                   listen.
      As Dumbledore turns to the window, a SHOOTING STAR
      plummets silently through the sky.

                                 DUMBLEDORE

                   Ah... a shooting star. If ever
                   one was to make a wish, now would
                   be the time. But time, I'm
                   afraid, is precisely our
                   problem...
      On cue, the MIDNIGHT BELL begins to CHIME... DING!...

      DING!


                                  DUMBLEDORE

                   Mysterious thing, time. Powerful.
                   And, when meddled with...
                   dangerous. Sirius Black is in the
                   topmost cell of the Dark Tower.
                            (to Hermione)
                   You know the laws, Miss Granger.
                   You must not be seen. And you
                   would, I feel, do well to return
                   before this last chime. If not...
                   well, the consequences are really
                   too ghastly to discuss. Three
                   turns should do it, I think. If
                   you succeed, more than one
                   innocent life may be spared
                   tonight.

                                                     (CONTINUED)





                                                                107.





118   CONTINUED:    (3)                                                118




      Dumbledore hands Harry and Hermione each a stick of
      CHOCOLATE, then starts to go... stops.

                                 DUMBLEDORE

                   By the way, when in doubt, I find
                   retracing my steps to be a wise
                   place to begin... Good luck.
      He smiles, exits.      Harry glances curiously at the
      chocolate.

                                 RON

                   What in bloody hell was all that
                   about?
      But Hermione doesn't reply, instead looping the pendant's
      long chain around Harry's neck as well as her own.

                                 HERMIONE

                   Sorry, Ron. But seeing as you
                   can't walk...
      As Ron and Harry exchange a curious glance, the BELL
      continues to CHIME -- DING! DING! -- and...




119   INT. HOSPITAL WING - TIME REVERSAL - NIGHT/LATE                  119


      AFTERNOON

      TIME REVERSES in a dizzying backward blur, as if a tape
      were being rewound, every moment that occurred in the
      hospital room flickering by at a dizzying speed while,
      outside the window, darkness gives way to dusk and the
      sun "un-sets," returning to its place low on the horizon.
      At this point, the TIME REVERSAL ends and the room is...
      Empty. Except for Harry and Hermione. As Hermione
      unloops the necklace, Harry glances around in confusion.

                                 HARRY

                   What just happened?    Where's Ron?
      Hermione ignores the question, eyes the CLOCK on the
      wall.

                                   HERMIONE

                   Seven-thirty.    Where were we at
                   seven-thirty?

                                  HARRY

                   Huh?   Dunno... going to Hagrid's?

                                                       (CONTINUED)





                                                                 108.





119    CONTINUED:                                                       119





                                   HERMIONE

                    Come on!   We can't be seen!
       Hermione grabs Harry's arm, slams through the door.







120    OMITTED                                                          120

thru                                                                    thru

122                                                                     122








123    EXT. BRIDGE - LATE AFTERNOON (MOMENTS LATER)                     123




       Harry and Hermione come to a mad, huffing halt.

                                  HARRY

                    Hermione! Will you please tell me
                    what it is we're doing?!
       She holds up a hand, silencing him. Annoyed, Harry
       follows her gaze and BLINKS in DISBELIEF. Across the
       grounds...




124    EXT. SUNDIAL GARDEN - SAME TIME - LATE AFTERNOON                 124

       ... he sees himself, along with Hermione and Ron, about
       to confront Malfoy, Crabbe, and Goyle near the monoliths.

                                  HARRY

                    But that... that's... us.      This is
                    not... normal.

       INTERCUT BETWEEN BRIDGE AND SUNDIAL GARDEN.

       Dumbfounded, Harry turns.     Hermione holds up the HOURGLASS.

                                  HERMIONE

                    This is a Time-Turner, Harry.
                    McGonagall gave it to me first
                    term. This is how I've been
                    getting to my lessons all year.

                                  HARRY

                    You mean, we've gone back in time?

                                  HERMIONE

                    Yes. Dumbledore wanted us to
                    return to this moment. Clearly
                    something happened he wants us to
                    change.

                                                        (CONTINUED)





                                                               109.





124   CONTINUED:                                                      124




      A soft SMACK is HEARD. They turn, see Malfoy land on
      the seat of his pants in the Sundial Garden, rub his
      kisser.




                                 HARRY

                           (in admiration)
                   Good punch.

                                  HERMIONE

                   Hurry!   Malfoy's coming!
      Hermione pulls Harry under the bridge.       Seconds later,
      FOOTSTEPS CLAMOR over their heads.

                                 DRACO (O.S.)

                   Not a word of this to anyone,
                   understood! I'll get that jumped-
                   up Mudblood one of these days.
                   Mark my words...
      Eyes narrowed in anger, Hermione leans out, reaches up,
      and sends Malfoy SPRAWLING. As Harry pulls her back,
      Malfoy looks around in confusion, then dashes off with
      the others.
      Seconds later, Harry emerges, marvels at the sight
      of himself and Hermione, and Ron heading down the
      slope to Hagrid's hut. His eyes shift to the pumpkin
      patch.

                                   HARRY

                   Look.    Buckbeak's still alive.

                                 HERMIONE

                   Of course! Remember what
                   Dumbledore said. If we succeed,
                   more than one innocent life could
                   be spared.

                                 HARRY

                   Buckbeak? But... how will saving
                   Buckbeak help Sirius?

                                  HERMIONE

                   We'll see.




125   EXT. HAGRID'S HUT - PUMPKIN PATCH - LATE AFTERNOON/DUSK         125

      As Buckbeak feasts on a ferret, Harry and Hermione duck
      behind a pile of pumpkins. Peering into the hut, Harry
      sees Hermione and Ron embrace awkwardly.

                                                      (CONTINUED)





                                                               110.





125   CONTINUED:                                                      125




      He grins, turns, only to find Hermione analyzing the
      moment with considerable fascination. Caught -- regards
      Harry defensively.




                                 HERMIONE

                   What?

                                 HARRY

                   Nothing.
      Harry looks toward the slope, sees Fudge and the others
      approaching in a CLOUD of CROWS.

                                 HARRY

                   Here they come. I better hurry.

                                 HERMIONE

                   No! Fudge has to see Buckbeak
                   before we steal him. Otherwise,
                   he'll think Hagrid set him free!
      Harry nods, then looks toward the hut.     Inside, Hagrid is
      handing Scabbers to Ron.

                                 HARRY

                   That's Pettigrew --
      As he starts to rise, Hermione grabs him, speaks
      fiercely.

                                  HERMIONE

                   No, Harry!   You can't!

                                 HARRY

                   Hermione, that's the man who
                   betrayed my parents! You don't
                   expect me to just sit here...

                                  HERMIONE

                   Yes!  You Must!
                           (pointing inside)
                   Harry, you're in Hagrid's hut
                   right now. If you go bursting
                   inside, you'll think you've gone
                   mad. Awful things can happen when
                   wizards meddle with time. We
                   can't be seen.
      Hermione turns, watches Fudge and the others drawing
      closer. She frowns, glances into the hut.

                                                      (CONTINUED)





                                                               111.





125   CONTINUED:    (2)                                               125





                                 HERMIONE

                   Fudge is coming and... we're not
                   leaving... why aren't we leaving?



      Just then... on the ground beside her... Hermione notices
      a JAGGED STAR-SHAPED STONE. Instantly, she grabs it,
      rises, and hurls it through the OPEN WINDOW. SMASH! The
      sound of a GLASS JAR SHATTERING is heard within the hut.

                                  HARRY

                   Are you mad?
      Hermione ignores him, swiftly whistling a second stone
      through the window and -- CONK! -- off the back of
      Harry's head.

                                  HARRY

                   That hurt.

                                  HERMIONE

                   Sorry.
      Crows begin to drop atop the roof.     Fudge's party
      arrives, RAPS on the door.

                                 HERMIONE

                   C'mon. Any minute now we're going
                   to be coming out the back door.
      Quickly, Hermione and Harry dash into the trees directly
      behind... just in time to see themselves -- along with
      Ron -- exit the back door and slip behind the pumpkin
      pile where, only seconds before, they were hiding. As
      Fudge appears at the window and picks his nose as before,
      Hermione ponders the back of her own head.

                                 HERMIONE

                   Is that really what my hair looks
                   like from the back?

                                  HARRY

                   Shhh!
      Hermione sees herself turn. Ducking, she accidentally
      stirs the branches, then peeks out and sees herself
      staring curiously at the branches DANCING ODDLY. Next
      she hears her own voice:

                                 HERMIONE (O.S.)

                   Nothing, I just thought I saw...
                   Never mind.

                                                      (CONTINUED)





                                                            112.





125   CONTINUED:    (3)                                            125




      Harry and Hermione watch themselves start up the slope.
      The coast clear, they slip out of the trees.

                                 HERMIONE

                   Now, Harry!
      As Harry vaults into the patch, the CROWS STIR, CAWING at
      his ankles, pecking at his feet.

                                 CORNELIUS FUDGE (O.S.)

                   'It is the decision of the
                   Committee for the Disposal of
                   Dangerous Creatures that the
                   Hippogriff Buckbeak, hereafter
                   called the condemned, shall be
                   executed this day at sundown...'
      As Harry approaches, Buckbeak studies him curiously, a
      ferret leg dangling from his beak. Harry bows. SLURP!
      The ferret leg disappears and Buckbeak returns Harry's
      nod. As Harry takes Buckbeak's chain... a flint-eyed
      crow PECKS his hand.

                                 HARRY

                   Get away!
      Harry waves the crow away, yanks hard on Buckbeat's
      chain.

                                 CORNELIUS FUDGE (O.S.)

                   'The Committee's appointed
                   executioner shall dispatch the
                   condemned by means of
                   beheading...'

                                 HARRY

                   C'mon, Buckbeak. Come on...
      Buckbeak refuses to move.

                                 CORNELIUS FUDGE (O.S.)

                   'As witnessed below.' You sign
                   here, Hagrid. Very well,
                   gentlemen. Let's step outside,
                   shall we...
      DING! The Hogwarts BELL begins to TOLL. Harry and
      Hermione exchange a glance. Harry tugs harder. No go.

                                 DUMBLEDORE (O.S.)

                   Excuse me, Minister. I believe I
                   must sign as well...

                                                   (CONTINUED)





                                                               113.





125   CONTINUED:    (4)                                               125




      Harry PULLS at the chain, straining mightily...
      DING! when Hermione POPS UP, BOWS QUICKLY, and dangles a
      dead ferret before Buckbeak.




                                 HERMIONE

                   Here, Beaky... Come and get the
                   nice dead ferret... yum yum...
      Harry looks at her as if she's mad, but it's... working.
      As Buckbeak trots after, the CAWING CROWS scatter.

      DING!

      Harry and Hermione lead Buckbeak away when the back door
      suddenly opens. They freeze... caught... Fudge's eyes
      drifting their way, when -- as before -- Dumbledore
      raises his hand and directs the attention of the others
      away from Buckbeak.

                                 DUMBLEDORE

                   Professor Dippet had those
                   blackberries planted when he was
                   Headmaster...
      Harry and Hermione shoo Buckbeak along, disappear into
      the forest... just as Dumbledore concludes his reverie.

                                 CORNELIUS FUDGE

                   Let's get this over with, shall
                   we?
      Harry and Hermione -- their view unobstructed by the LOW
      STAND OF TREES this time -- watch the Executioner
      approach the pumpkin patch... and stop. Quickly, the
      confusion in his masked eyes turns to anger.

                                 CORNELIUS FUDGE

                   But... where is it? I just saw
                   the beast not moments ago --
                   Hagrid?

                                HAGRID

                   Beaky...
      Hearing Hagrid's husky voice, BUCKBEAK strains at his
      tether, WHIMPERS eerily. Hermione tosses him another
      ferret.

                                 DUMBLEDORE

                           (a hint of amusement)
                   How extraordinary!

                                                      (CONTINUED)





                                                          114.





125   CONTINUED:    (5)                                           125





                                 CORNELIUS FUDGE

                   Come now, Dumbledore. Someone's
                   obviously released him.




                                 HAGRID

                   Professor, I swear! I didn't!

                                 DUMBLEDORE

                   I'm quite sure the Minister isn't
                   suggesting that you had anything
                   to do with it, Hagrid. How could
                   you? You've been with us all
                   along.

                                 CORNELIUS FUDGE

                   We should search the grounds --

                                 DUMBLEDORE

                   Search the skies if you must,
                   Minister. In the meantime, I
                   wouldn't say no to a cup of tea,
                   Hagrid. Or... a large brandy.
                           (to the Executioner)
                   It seems your services will no
                   longer be required.
      The Executioner lifts his blade and -- with a brutal fury
      -- plunges it into the flesh of a PUMPKIN with a

      SICKENING CHOP!

      The CROWS SCATTER to the skies.




126   EXT. FORBIDDEN FOREST - DUSK (MOMENTS LATER)                126

      Harry and Hermione race through the trees as Buckbeak
      lopes easily behind.

                                HARRY

                   Now what?

                                 HERMIONE

                   We save Sirius.

                                 HARRY

                   And we do that... how?

                                HERMIONE

                   No idea.







127   EXT. EDGE OF FOREST AT WHOMPING WILLOW - DUSK               127

      SUBJECTIVE POV, GLIDING THROUGH a thicket of trees, TO
      the forest's edge, the trees thinning, REVEALING...




                                                             115.





127A   EXT. EDGE OF FOREST AT WHOMPING WILLOW - DUSK                127A




       ... the Whomping Willow THRASHING. Hermione disappears
       down the hole, then a FIGURE approaches the tree. Lupin.

       INTERCUT.





                                  HERMIONE

                   Look.   It's Lupin.
       As the Whomping Willow begins to thrash, its violence
       oddly muted at this distance, Lupin takes a stick, pokes
       a knot on the trunk. Instantly, the Willow calms.

                                 HARRY

                   Wait until Fred and George hear
                   about that one.

                                 HERMIONE

                   Here comes Snape.
       As Lupin disappears into the gap at the base of the tree,
       Snape makes his way down the slope.

                                 HARRY

                   And now we wait.

                                  HERMIONE

                   Now we wait.




127B   EXT. EDGE OF FOREST AT WHOMPING WILLOW - DUSK TO NIGHT       127B


       (LATER)

       We look UPWARD, see the tops of the trees etched against
       the darkening sky. BATS fly TOWARD us. We FOLLOW one,
       when Buckbeak snags one. A tail twitches briefly between
       his beak, then -- SLURP! -- is gone.

                                 HERMIONE

                   'Least someone's enjoying himself.
       Harry and Hermione sit together in the lengthening
       shadows. Harry snaps off a piece of chocolate, hands it
       to Hermione.

                                  HARRY

                   Hermione...

                                  HERMIONE

                   Yes?

                                                     (CONTINUED)





                                                                116.





127B   CONTINUED:                                                      127B





                                  HARRY

                    Before. Down by the lake. When I
                    was with Sirius... I did see
                    someone... that someone made the
                    Dementors go away...

                                  HERMIONE

                    With a Patronus. I heard Snape
                    telling Dumbledore when we were
                    taken to the hospital. According
                    to him, only a really powerful
                    wizard could have conjured it.

                                    HARRY

                    It was my Dad.
       Hermione looks at Harry.

                                  HARRY

                    It was my Dad who conjured the
                    Patronus.

                                  HERMIONE

                    But, Harry, your Dad's...

                                  HARRY

                    Dead. I know. I'm just telling
                    you what I saw.
       Hermione nods, not wanting to press Harry further, then
       glances beyond the trees, toward the Whomping Willow.

                                    HERMIONE

                    Here we come.




128    EXT. EDGE OF FOREST AT WHOMPING WILLOW - NIGHT                  128

       SHADOWS emerge under a FULL MOON: Black. Harry.
       Pettigrew. Lupin. Hermione. Ron. Sleepwalking
       Snape...

       INTERCUT:

       Harry studies himself and Sirius.

                                  HARRY

                    You see Sirius talking to me?
                    He's asking me to come live with
                    him.

                                    HERMIONE

                    Really?

                                                       (CONTINUED)





                                                              117.





128   CONTINUED:                                                     128




      Harry nods, his voice wistful.

                                 HARRY

                   When we free him, I'll never have
                   to go back to the Dursley's. I'm
                   going to tell him I'd like to live
                   someplace in the country. I think
                   he'd like that, after all those
                   years in Azkaban. We don't need a
                   big place and I can help him...
      A HOWL pierces the night.      Hermione glances toward the
      Willow.

                                 HERMIONE

                   It's happened.  Lupin's
                   transformed.

                                 HARRY

                   Which means Pettigrew is slipping
                   safely into the night. While we
                   just stand here...
      A FIERCE GROWLING is heard as twin silhouettes -- the DOG
      and the WEREWOLF -- bound into the tall grass. Harry
      watches himself appear, hurl the stick as before. The
      werewolf turns, begins to stalk...
      OWWWWWWWWW! Harry wheels, sees Hermione, hands cupped to
      her mouth, making a loud HOWL. He covers her mouth.

                                 HARRY

                   What are you doing?

                                 HERMIONE

                   Saving your life.
      Harry looks back to the tall grass. The werewolf is
      frozen. As before, it begins to approach Harry again.
      OWWWWWWWW!     This time, Harry doesn't stop her.

                                  HARRY

                   Thanks.   But we have to move.

                                 HERMIONE

                   Why?

                                 HARRY

                   Because that werewolf you just
                   called is running right this way.
      They exchange a glance and... RUN.




                                                                 118.





129    OMITTED                                                          129


&                                                                       &


130                                                                     130





130A   EXT. FOREST - NIGHT (MOMENTS LATER)                              130A




       Harry and Hermione dash for the lives, swing behind a
       HUGE TREE. As CAMERA BEGINS TO CIRCLE, the werewolf
       appears. Pauses. As it approaches the tree, Harry and
       Hermione silently sidestep in the opposite direction,
       until the werewolf... disappears. CAMERA CONTINUES TO
       CIRCLE the tree...

                                   HERMIONE

                    Buckbeak.   We've got to find him.
       ... and REVEALS the werewolf, fifteen feet past, waiting.
       As Harry and Hermione step out, they freeze. The
       werewolf poises itself, preparing to pounce, when...
       SKREEEK! The TREES shake with the fury of a HURRICANE
       and Buckbeak charges into the clearing, screening Harry
       and Hermione. The WEREWOLF SNARLS ANGRILY, makes to
       charge. With lightning-fast reflexes, Buckbeak's claws
       slash the air... only inches from the werewolf's face.
       The werewolf stops, eyes glittering with rage, then...
       HOWLS. Turning, it vanishes into the forest.

                                  HERMIONE

                    Poor Professor Lupin is having a
                    really tough night...
       Just then, a CHILL WIND rises...
       The LEAVES of the trees TREMBLE...
       EERIE SHADOWS flutter over the moon, greasy as smoke...
       Dementors.

                                  HARRY

                    Let's go.

                                                       CUT TO:








       MOVING POV

       Looking UPWARD... THROUGH the trees as the sky wheels by,
       Dementors streaking IN AND OUT OF VIEW.




130B   EXT. EDGE OF FOREST AT BLACK LAKE - NIGHT (MOMENTS               130B


       LATER)

       CAMERA RUSHES IN, HOLDS ON Harry and Hermione's faces.

                                                       (CONTINUED)





                                                               119.





130B   CONTINUED:                                                     130B




       Shocked.
       Terror-stricken.



       Opposite them, across the lake...




130C   EXT. BLACK LAKE - SAME TIME                                    130C

       ... a CYCLONE of DEMENTORS whirl madly above Harry and
       Black.

       INTERCUT BETWEEN BLACK LAKE AND EDGE OF FOREST.

       Harry watches himself vainly attempt to conjure a
       Patronus as the cyclone only continues to grow...

                                  HERMIONE

                    This is horrible...

                                  HARRY

                    Don't worry. My Dad will come...
                    Right there... you'll see... he'll
                    come... any minute... he'll
                    conjure the Patronus
       Hermione eyes Harry warily. He is transfixed, staring
       hungrily toward the outcrop. The WIND RISES. The Lake
       begins to freeze. WHOOSH! WHOOSH! One after another,
       Dementors drop from the sky, vanish in the cyclone...

                                  HERMIONE

                    No one's coming, Harry...

                                   HARRY

                    HE WILL!   He will come!
       She looks. Nothing. Desperately, her eyes flash to the
       cyclone, to the pitiful sight of Harry and Black at the
       water's edge... wracked with pain... dying...

                                  HERMIONE

                    No one's coming! You're dying,
                    both of you... and no one's
                    coming!
       Harry's face changes.     A riddle unravels.   He draws his
       wand.

                                  HERMIONE


                    HARRY, NO!


                                                      (CONTINUED)





                                                              120.





130C   CONTINUED:                                                    130C




       Too late. Harry slashes through the trees, down to the
       rocky outcrop, to the exact spot where his father
       appeared. Poising his wand, he looks out over the sea of
       Dementors on the other side of the lake.




                                  HARRY


                    EXPECTO PATRONUM!

       A WISP of SILVER escapes his wand, hovering like a MIST,
       then BLOOMS MAGNIFICENTLY. The trees EXPLODE WITH LIGHT.
       The Lake BLAZES with reflected FIRE. Harry stands
       utterly still, wand extended to the heavens. Across the
       lake, the Dementors retreat. Harry waits, still as a
       statue, until each and every one is gone.
       Then he simply lets his arm drop.




131    EXT. HOGWARTS - SKY - FLYING - NIGHT (LATER)                  131

       WHOOSH! Harry and Hermione plunge INTO FRAME astride
       Buckbeak, SOARING toward the castle. Outside the
       grounds, the Dementors wait restlessly. Up ahead, Fudge
       and Snape enter the Dark Tower, TORCHES in hand.

                                  HARRY

                    You were right, Hermione. It
                    wasn't my dad I saw earlier. It
                    was... me. I saw myself conjuring
                    the Patronus before. I knew I
                    could do it this time, because...
                    because I'd already done it. Does
                    that make sense?
       Hermione contemplates this.

                                  HERMIONE

                    No.
                            (looking down
                             in fear)
                    But I don't like this!




132    EXT. HOGWARTS - DARK TOWER - WIDE SHOT - NIGHT (MOMENTS       132


       LATER)

       We see Buckbeak land.

                                                    CUT TO:





133    EXT. DARK TOWER - TERRACE - NIGHT                             133

       Sirius paces within a SMALL CELL, a man condemned.
       Spying Harry and Hermione, he stops. Stunned to see
       them.




                                                           121.





134   INT. DARK TOWER - STAIRWELL - NIGHT (SAME TIME)              134




      Snape, TORCH in hand, leads the way as Fudge HUFFS after.




135   EXT. DARK TOWER - TERRACE - NIGHT (SAME TIME)                135




      Hermione pushes past Harry.

                                HERMIONE

                  Out of the way!
                          (raising her wand)
                  Alohomora!
      Sirius tests the IRON DOOR.    Still locked.

                                HERMIONE

                  Didn't really expect that to work.







136   EXT. DARK TOWER - STAIRWELL - NIGHT (SAME TIME)              136

      Snape and Fudge draw closer...




137   EXT. DARK TOWER - TERRACE - NIGHT (SAME TIME)                137

      Wand flashing, Hermione tries spell after spell.

                               HERMIONE

                  Dunamis! Liberare! Annihilare!
                  Emancipare!
      No.   No.   No.   No.

                                SIRIUS BLACK

                  You might try --

                                 HERMIONE

                  Quiet!   I'm trying to think.
      She resumes pacing, MUTTERING furiously.    Then... stops.
      Turns.

                              HERMIONE


                BOMBARDA!

      KA-BOOM!    The CELL DOOR ROCKETS to the sky.

                                SIRIUS BLACK

                  That'll do.




138   EXT. SKY/HOGWARTS - HELICOPTER SHOT - NIGHT                  138

      We see Buckbeak spirit Harry, Hermione and Sirius off the
      terrace and soar directly TOWARD us... Just as Snape and
      Fudge reach the top of the Tower.




                                                           122.





139   EXT. BUCKBEAK - FLYING - NIGHT (MOMENTS LATER)              139




      Sirius laughs, hair blowing in the wind.

                              SIRIUS BLACK

                You truly are your father's son,
                Harry!




140   EXT. CLOCKTOWER COURTYARD - NIGHT (MOMENTS LATER)           140

      Black puts his hands to Hermione's waist, swings her off
      Buckbeak and onto the ground next to Harry.

                              SIRIUS BLACK

                I'll be forever grateful for this.
                To both of you.

                              HARRY

                I want to go with you.

                              SIRIUS BLACK

                One day perhaps. For some time...
                life will be too... unpredictable.
                Besides, you're meant to be here.
      Black claps his shoulder, looks him in the eye.

                              SIRIUS BLACK

                But promise me something, Harry.

                              HARRY

                Anything.

                               SIRIUS BLACK

                Trust yourself. No matter the
                challenges you face -- and I fear
                they will be many -- you'll be
                surprised how many times you can
                find the answers...
                         (tapping his heart)
                ...here.
      As Sirius climbs atop Buckbeak, a SHOOTING STAR arcs
      through the heavens.

                              SIRIUS BLACK

                A shooting star. Make a wish.
      WHACK! -- Black gives Buckbeak a SLAP and they soar into
      the glittering sky. Harry and Hermione stand watching,
      when... DING! They wheel. Look to the Clock Tower.

                              HERMIONE

                We have to go.

                                                   (CONTINUED)





                                                               123.





140    CONTINUED:                                                     140




       As Harry and Hermione dash off, CAMERA TRACKS AFTER,
       RISING WITH them as they race up the tower stairway, then
       passing through the mechanism and on through to the end
       of...







141    OMITTED                                                        141

thru                                                                  thru

143                                                                   143








144    INT. CORRIDOR/CLOCK TOWER - NIGHT (MOMENTS LATER)              144




       ... the corridor. The Clock Tower BELL THUNDERS.       The
       DOOR OPENS. Dumbledore backs out...

                                  DUMBLEDORE

                    By the way, when in doubt, I
                    always find retracing my steps to
                    be a wise place to begin... Good
                    luck.
       As Dumbledore begins to close the door, Harry and
       Hermione stumble frantically forward, the door about to
       hit the jamb, when... suddenly... Dumbledore stops.
       Looks up.

                                  DUMBLEDORE

                    Well?

                                  HARRY

                    He's free -- Sirius.   We... we did
                    it.

                                  DUMBLEDORE

                    Did what?
       With a twinkle in his eye, Dumbledore swings open the
       door. As Harry and Hermione enter.




145    INT. HOSPITAL WING - NIGHT (SAME TIME)                         145

       ... they catch the faintest glimpse of... themselves...
       across the room... just as they EVAPORATE. Ron blinks.
       Turns. Frowns.

                                  RON

                    How'd you two get over there? I
                    was just talking to you... over
                    there.

                                                      (CONTINUED)





                                                                 124.





145   CONTINUED:                                                        145




      Ron glances to the other side of the room.       Frowns.
      Hermione glances mischievously to Harry.

                                 HERMIONE

                   What d'you think, Harry? Too much
                   for him -- everything that's
                   happened tonight?

                                 HARRY

                   Afraid so. Always been a bit of
                   the nervous type, Ron has.
      Ron stares at them, confounded.       Slowly, they... GRIN.




146   EXT. HOGWARTS CASTLE - MORNING                                    146

      The Whomping Willow sways in a light breeze. The Black
      Lake shimmers, clouds drifting in its glassy mirror.







147   INT. CORRIDOR/LUPIN'S OFFICE - MORNING                            147

      Harry walks softly toward an OPEN DOOR -- Lupin's
      office -- and peers in. Lupin stands over a battered
      suitcase, filling it with the last of his books. Without
      turning, he SPEAKS.

                                   PROFESSOR LUPIN

                   Hello, Harry.
      Harry JUMPS.     Lupin turns, smiles through haggard eyes.

                                 PROFESSOR LUPIN

                   Saw you coming.
      The Marauder's Map lies open on an otherwise bare desk.
      Harry nods, looks back to Lupin. Unable to disguise his
      shock at Lupin's appearance.

                                 PROFESSOR LUPIN

                   I've looked worse, believe me.
      Harry eyes the open desk drawers... the bare
      bookshelves...

                                 HARRY

                   You've been sacked.

                                 PROFESSOR LUPIN

                   Resigned, actually.

                                                      (CONTINUED)





                                                             125.





147   CONTINUED:                                                    147





                                  HARRY

                   Resigned!   But why!

                                 PROFESSOR LUPIN

                   It seems that someone has let slip
                   the nature of my condition.

                                 HARRY

                   Snape.

                                 PROFESSOR LUPIN

                   Whoever. It was bound to get out.
                   This time tomorrow, the owls will
                   start arriving. Parents will not
                   want a -- someone like me --
                   teaching their children.

                                 HARRY

                   But Dumbledore --

                                 PROFESSOR LUPIN

                   Has already risked enough on my
                   behalf. Besides, people like me,
                   well... let's just say I'm used to
                   this by now. But before I go,
                   tell me about your Patrons.

                                 HARRY

                   Well. At first I thought it was a
                   horse, or perhaps a unicorn, but I
                   think it was --

                                 PROFESSOR LUPIN

                   A stag.

                                 HARRY

                   Yes.

                                 PROFESSOR LUPIN

                   Your father used to transform into
                   one. That's how he was able to
                   keep me company when I became...
                   sick. He was a great friend
                   James.
      Lupin smiles wanly, lifts his sorry suitcase. Then
      stops.

                              PROFESSOR LUPIN

      There are stories about him and your mother, you know.
      Some are even true. But I think it's safe to say, in the
      end, you'll know them best by getting to know yourself.
      Lupin then -- with a wicked twinkle -- raises his wand.

                                                    (CONTINUED)





                                                                126.





147   CONTINUED:    (2)                                                147





                                 PROFESSOR LUPIN

                   Mischief managed.
      Harry watches the Map go blank.      Looks back.    Lupin is
      gone.




148   OMITTED                                                          148








149   INT. GREAT HALL - DAY (MOMENTS LATER)                            149

      Ron stands amid a circle of excited Gryffindors.




                                 RON

                   Stand back, I said! I'll take it
                   upstairs if you don't settle!
      As Harry arrives, he glances at Hermione, who CLEARS HER
      THROAT LOUDLY. The others turn, begin all speaking at
      once.

                                  NEVILLE

                   Harry!   Wherever did you get it!

                                 SEAMUS

                   Can I have a go, Harry?   After
                   you, of course --

                                 RON

                   Quiet!
                           (as they oblige)
                   Thank you. Let the man through.
      Mystified, Harry steps forward, the boys peeling away,
      clearing his view of the BROOMSTICK in Ron's hands. The

      LABEL GLEAMS: "FIREBOLT."


                                 HARRY

                   Whose is that?

                                 RON

                           (as everyone laughs)
                   Whose is it? It's yours, mate.

                                  HARRY

                                 Who?
                   But... how?

                                 HERMIONE

                   It's a mystery. Though... this
                   fell out of the wrapping.
      Harry turns, sees Hermione holding up a FEATHER.

                                                       (CONTINUED)





                                                                     127.





149   CONTINUED:                                                            149





                                 HARRY

                   That's a Hippogriff feather --
      As Harry stops short, Hermione raises her eyebrow.             As
      they share a secret glance, we...

                                                           CUT TO:





150   INT./EXT. HOGWARTS CASTLE - FRONT DOORS - DAY                         150

      BOOM! The huge vertical DOORS BURST OPEN and Harry,
      trailed by the others, exits with the Firebolt. As he
      strides off, others join the assembly -- Hagrid, Malfoy,
      Crabbe, and Goyle among them -- curious to see what the
      commotion is all about.







151   EXT. COURTYARD - DAY (MOMENTS LATER)                                  151

      As Harry stops, an expectant HUSH hangs over the moment.

                                   SEAMUS

                   Go on, Harry.

                                  NEVILLE

                   Yeah.   Let's see.
      Harry mounts the broom. Licks his finger and jabs it in
      the air. A few others do the same. Hagrid does the
      same. Crabbe and Goyle start to do the same, when Malfoy
      SLAPS their hands down. Finally, Harry places his hand
      on the broom. Sets his grip. Takes a breath. And...
      Frowns.

                                   FRED/GEORGE

                   What's wrong?

                                 HARRY

                   I don't think it works.       I think
                   it's defective.
      A collective GROAN. Dejected, many of the kids begin to
      drift toward the castle. Harry calls after.

                                 HARRY

                   Oh, come on now. It's just a
                   broom.

                                 HAGRID

                           (nodding sagely)
                   Just a broom.

                                                           (CONTINUED)





                                                               128.





151   CONTINUED:                                                      151




      Harry's eye shifts to Ron and Hermione.     A wink.

                                 HARRY

                   The fastest broom in the world.
      As everyone turns -- WHOOSH! -- Harry JETS OFF and we --

                                                     CUT TO:





152   EXT. HIGH IN THE SKY - DAY (SAME TIME)                          152

      A tiny DOT, GROWING LARGER AND LARGER, races upward.
      It's Harry shooting straight into the blue on the
      Firebolt. A SCREAM GROWS LOUDER as he approaches. A
      scream of release, of utter abandon. It's Harry
      screaming. But something else is clear as he JETS PAST
      and...
      The SCREEN GOES BLACK.
      It's a SCREAM of joy.




                                                  FADE OUT.











                                 THE END