PEASANT 5
          Paris?!  What do they have in
          Paris that they don't have
          here?

                       PEASANT 6
          Shorter lines?!

Peasant 6 is immediately carted off by TWO ARMED GUARDS
for his blasphamy against the state.

                       PEASANT 7
                  (quietly)
          Nobody leaves Soviet Russia.

The OTHER PEASANTS join in with variations of "Nobody
leaves Russia" as Anya reaches the window and speaks to
the clerk.

                       ANYA
          Is this where I get traveling
          papers?

                       CLERK
          It would be if we let you
          travel which we  don't so it
          isn't.
                  (loudly, for all to
                   hear)
          Russia is the people's 
          paradise!

And to further make his point, he slams shut his window,
which immediately opens a crack as he whispers to Anya.

                       CLERK (CONT.)
          See Dmitri. He can help.

He shuts the window, only to open it again immediately.

                       CLERK (CONT.)
          But you didn't hear it from me.

He shuts the window.

                       ANYA
                  (doesn't get it)
          I didn't

He opens it again.

                       CLERK
          No.

The clerk sticks out a sign:  "Samovar Break - back in
ten minutes" and slams the window shut.

EXT.  BUREAU OF BUREAUCRACY

Anya steps out of the building, still not seeing Meetoo
and looks around at the hoards of people waiting in
lines for everything:  bread, gas, clothes, etc.

                       ANYA
                  (to herself)
          Dmitri? There must be a
          million Dmitris. . . 

FOLLOW ANYA

as she wades into the crowded street. Meetoo getting
tangled in the legs of waiting Soviets.

Anya stops suddenly. She sniffs the air.  Her eyes
widen as she recognizes the stench that is floating
through the air.  She spins around and sees Serebreakov
DIRECTLY ACROSS THE STREET.

Serebreakov is on a mission to find Anya.  He turns in
her direction just as a bus passes.  Anya is gone.

We now see Anya clinging to the side of the bus as it
drives down the street. Meetoo looks, his face dropping
- he knows he'll never catch up to her now.  Then he
sees the bus hit a huge pothole and Anya is knocked off
into the mud.  Happily, Meetoo trots off in her
direction.

Anya approaches TWO PEASANTS who are waiting in line in
front of a cafe.

                       PEASANT 9
                  (to Peasant 10)
          Which line is this?

                       PEASANT 10
          The line to get into the line.

                       ANYA
          Excuse me, do you know
          Dmitri. . . 

                       PEASANT 9
          I know nothing!

                       PEASANT 10
          Nothing!

                       PEASANTS 9 & 10
                  (whispering
                   simultaneously)
          Try the tavern/ library.

They begin to bicker back and forth in forced whispers
as to wether Dmitri is at the tavern or the library.
Exasperated, Anya walks away.  They call after her.

                       PEASANTS9& 10
          But we didn't tell you!

Anya rolls her eyes in frustration.  She doesn't see
Meetoo at her feet.

                       ANYA
                  (To herself)
          I wish they'd all stop telling
          me they didn't tell me!

Meetoo gives a "retu" of agreement. Anya looks down and
sees him.

                       ANYA (CONT.)
          What are you doing. . .

Just then, she catches another whiff of something foul
in the air. Anya duck quickly into a doorway and loses
Meetoo. Anya peeks out. A GARBAGE WAGON full of dead
fish and rotten food passes Anya.  She sighs with relief,
it wasn't Serebreakov - it just smelled like him.

Anya steps out of the doorway and approaches a STREET
ARTIST sketching a LARGE PEASANT WOMAN as her TINY
HUSBAND looks over his shoulder.

                       TINY HUSBAND
                  (To Artist)
          Could you get rid of her
          moustache?

                       ANYA
          Excuse me - I'm looking for a
          man named Dmitri. . .

The Artist quickly scribbles and address on his pad and
hands it to her without turning around.

                       ARTIST
          But I didn't write it.

Anya looks down at the note

CLOSE ON NOTE

"St. Petersburg Art Theatre - 99 Pushkin Street"

                                             DISSOLVE TO
A SIGN

"Pushkin Street"

CAMERA PANS TO:

EXT.  ST. PETERSBURG ART THEATRE - DAY

Where WE HEAR a cacophony of FEMALE VOICES as the camera
moves inside.

INT.  ST. PETERSBURG ART THEATRE

The waiting room is filled with YOUNG WOMEN, of various
shapes and sizes, holding reading aloud from a piece of
paper. WE HEAR many variations of "Oh, Grandmama! It's
me, Anastasia. I've waited so long to see you".

INT.  STAGE

An ACTRESS stands in front of what looks to be an OLD
WOMAN in a shawl who's back is to the "audience".

                       ACTRESS 1
                  (over the top)
          Oh, Grandmama! It's me,
          Anastasia! I've waited so
          long to see you!

The Actress then LUMBERS over to the OLD WOMAN, with a
gait like John Wayne.

REVERSE ANGLE

to see the "Old Woman" is Vladimir, with a shawl over
his head.  He looks older, of course, but with the same
dapper mustache. He rolls his eyes.

                       VLADIMIR
                  (out to audience)
          Dmitri!  I can not work with
          her!
                       (MORE)

                       VLADIMIR (CONT.)
                  (to Actress)
          May I remind you that you are
          supposed to be Princess - not a
          lazy lumbering lout!

IN THE SEATS

is Dmitri. Now 20 and darkly handsome. His hair still
falling in his eyes as he flips it off his forehead.

                       DMITRI
          Vladimir, calm down!

Vladimir walks off the stage and toward Dmitri.

                       VLADIMIR 
          This, my friend, as an exercise
          in futility! We shall never
          find a girl to play the
          Princess Anastasia out of this
          motley crew of commoners!

Vladimir dramatically throws one end of his shawl over
his shoulder.

                       DMITRI
          For a ten million rubles reward
          we can look a little longer.
          This is the big one. . .  and all
          I need is the right girl.

"A SOMEONE AND A SOMEPLACE"  (REPRISE

   (Dmitri's "I want") Dmitri SINGS a reprise of Anya's
song, a COMIC VERSION, in which he expresses the hope
that he can find the right girl for his scam. Anyone
from a peasant to a princess will do, as long as she can
fool Tatiana. (NOTE:   We don't want to give Dmitri a
whole new song here or we'll be too song-heavy in Act I.
By giving him a short reprise of Anya's song, we can
effectively align these two characters emotionally.)

QUICK CUTS:

of various aspirants:

                       ACTRESS 2
                  (heavy hasal)
          Oh, Grandmama! It's me,
          Anastasia. I've waited so long
          to see you.

                       DMITRI (O.C.)
          Next!

                       ACTRESS 3
                  (stupid)
          Oh. . .  Grandmama it's me.
          Anastasia, I have waited so
          long, too.
                  (as a good-bye)
          See you!

                       DMITRI (O.C.)
          Next!

ACTRESS 4 looks like a hooker and sounds like Mae West.

                       ACTRESS 4
          Oh. . . Grandmama. . .  It's me. . . 

                       DMITRI (O.C.)
          Next!

BACK TO DMITRI

                       DMITRI 
          I wouldn't be on the outside
          anymore.  The ten million
          rubles would make me welcome
          anywhere.  I'd really belong
          somewhere - if I could just
          find the right girl.

BACK TO QUICK CUTS:

A very round ACTRESS 5

                       ACTRESS 5
          Oh, Grandmama. . .

                       DMITRI (O.C.)
          Next!

                       ACTRESS 6
                  (very intense)
          What's my modivation?

ON VLADIMIR

                       VLADIMIR
                  (calling out to seats)
          Stanislavski!

CUT TO STANISLAVSKI

shrugs innocently.

                       DMITRI (O.C.)
          Next!

ACTRESS 7 is actually a man.

                       ACTRESS 7
          Oh. . .

ON DMITRI

in a state of disbelief.

                       DMITRI
          I've gotta find the right girl!

END MUSICAL NUMBER

                       DMITRI
          Next.

EXT.  ST. PETERSBURG ART THEATRE

Anya rides up to front of the theatre and drops her
bike.  She rushes the steps.

INT.  THEATRE

now empty as Dmitri and Vladimir are gathering up their
things to leave.  Vladimir still wears the remnants of
the evening clothes that he worein the first scene.

                       VLADIMIR
          It's no use, Dmitri - we'll
          never find the right girl!

                       DMITRI
          We will.  We have to.
                  (trying to cheer him
                   up)
          Come on, Vlad - she's out
          there.

They walk out the door.

EXT.  ST. PETERSBURG ART THEATRE - CONTINUOUS

                       DMITRI
          She could be right under our
          nose

Anya is running up the stairs as Dmitri walks out and
they COLLIDE:  her forehead banging Dmitri literally
under his nose.  Dmitri grabs his upper lip in pain.

                       DMITRI
                  (over reacting)
          Ouch!  That really hurt!
          
                       ANYA
          I'm sorry. . .  I'm. . . 

                       DMITRI
That's quite a hard head you've
got there, boy.

In her old hand-me-down boys clothes andhat pulled low,
she could easily be mistaken for a boy.

                       ANYA
                  (breathless)
          I'm looking for Dmitri.  I need
          traveling papers - to Paris. I
          heard Dmitri could help me.

Vladimir and Dmitri exchange a look. . .  wary. . .  Dmitri
looks around and motions to Vladimir to handle it while
he walks ahead nonchalantly.

                       VLADIMIR
          Who did you hear it from?

                       ANYA
          I heard it from everyone who
          said I didn't hear it from
          them!   Do you know Dmitri?

Dmitri keeps walking ahead followed by Vladimir. Anya
is determined not to give up and keeps up with Vladimir
even though she keeps getting bumped and pulled off
track by people walking in the opposite direction.

                       VLADIMIR
                  (loudly, acting)
          Providing travel papers is
          illeagal!
                  (then, quietly)
          I know Dmitri well - perhaps I
          can help you.  Providded you
          have enough money to pay for
          this service. . . 

                       ANYA
          Well, I don't have any money . . .

                       VLADIMIR
          Good day!

Vladimir pats her on the head and walks away.

                       ANYA
          I have a bike!  Perhaps I could
          sell it and. . . 

Vladimir keeps walking, catching up to Dmitri.

Anya runs back around to the front of the building where
she left her bike.  She stops suddenly when she realizes
that there is no bicycle there anymore - just Meetoo.

                       ANYA (CONT.)
          What are you doing here?  And
          where's my bike?

A POLICEMAN strolls by.

                       ANYA (CONT.)
          Officer!  My bike has been stolen!

                       POLICEMAN
          Nonsense.  There is no crime in
          the Soviet Socialist Republic.

And he keeps walking. Anya realizes that there is no
hope in pursuing the policeman so she heads off to find
Vladimir - who has vanished down the street.  Meetoo
starts to follow her.

                       ANYA
          Sorry, boy, I have to go.

Meetoo barks "retu" and starts after her.

                       ANYA (CONT.)
          No.  You can't come with me.
          I'm leaving. . .

Meetoo barks his "retu" and starts after her again.

                       ANYA (CONT.)
                  (laughing)
          It sounds like you're saying
          "me too".  Listen little guy, I
          have money, no food. . .  and
          no bicycle.  I'm the last
          person you should be following!

Anya pats him on the head and heads off in the direction
of Vlad and Dmitri.  Meetoo, of course, follows her.

FURTHER DOWN THE STREET

Anya spots Vladimir and Dmitri turning the corner in the
distance.  Anya runs, trying to catch up with them.  She
turns the corner and STOPS.

ANYA'S POV

the PALACE in the distance, only now it's run down,
boarded up and partially burned.

Anya is taken back.  She stares, fascinated by it -
moved by it .  As the sun sets behind the Palace, it's
bathed in a beautiful golden light.

INT.  PALACE BEDROOM - NIGHT

CLOSE on a roaring fire, over which Vladimir has
fasioned a roatating "spit" which is propelled by a
Victrola.  Vladimir is carefully basting the only thing
on the spit:  a head of cabbage.

Dmitri is sitting by the window, staring at the MUSIC
BOX that Anastasia dropped the night of the revolution.

                       VLADIMIR
          . . .  even if we find her, what
          makes you think the
          Empress will even see us?

Dmitri holds up the music box.

                       DMITRI
          She'll see us.

EXT.  PALACE AT ST. PETERSBURG - NIGHT

Anya approaches, tentative and glancing around.  She
tries to open the door but it won't budge, so she moves
to a boarded up window.  She looks through a crack in a
board.

INT.  BALLROOM

Dark and eerie.  All of it's former glory destroyed.
CAMERA RISES to a partially destroyed CHANDLIER ehere
we see BARTOK, the bat who was with Rasputin.

He hangs upside down next to a FEMALE BAT.  He clears
his throat - she doesn't respond.  Using his wings, he
gives his "hair: a quick grooming.

                       BARTOK
          You, uhh. . .  hang here often?
                  (laughs nervously)
          "Hang" get it?  I said "hang"
          and we're both, you know, cause
          we're bats. . .  and, uhhh. . .
          what's your sign?

No reaction from FEMALE BAT.

EXT.  PALACE

Anya uses a stick to pry off some of the window boards.
We HEAR a crack.

INT. PALACE BEDROOM

SAME CRACK noises from downstairs just as Vladimir's
cabbage falls from the spit into the fire.

                       DMITRI
                  (off noise)
          What was that?

                       VLADIMIR
          That was your dinner!  I do
          hope there is no cabbage in
          Paris!

INT.  BALLROOM

                       BARTOK
          Whatta' ya say we go somewhere
          - maybe get a bug to eat.  Get
          it?  A "bug" to eat, 'cause
          we're. . .

FEMALE BAT rolls her eyes in disgust and flaps away.

                       BARTOK (CONT.)
                  (one last try)
          I'm a Gemini. . . 

He hears the SOUND of boards being torn off the window.

BARTOK'S HIGH ANGLE POV

Anya climbs into the ballroom.

INT.  SMALL ROOM

Meetoo manages to wiggle in after her and follows Anya
as she wanders around, spell bound by the faded glory of
the palace.

INT. DINING ROOM

Anya wanders into the partially destroyed room and bends
down to inspect half of a broken plate that's lying on
the floor. The instant she touches it, she pulls her
hand away as if SHOCKED.  Recovering, she picks it up.

CLOSE ON PLATE

painted with decorative dancing Russian bears.

Anya wanders out of the room and to the top of a HUGE
STAIRCASE which leads down to the once grand BALLROOM.
She stops at a large landing half way down the steps.
Meetoo sees a large curtain hanging precariously on the
side wall.  Being a puppy he can't resist leaping and
grabbing at it with his teeth.  Anya notices and runs
her hand along a the carved butterflies in the worn
banister.

ON ANYA

who jumps, startled, as Meetoo pulls the curtain and it
hits  the floor.

INT.  PALACE BEDROOM

Dmitri and Vladimir look up from their burnt cabbage.
They heard it too.

INT.  STAIRCASE (BALLROOM)

Anya is relieved to see it is only Meetoo, who wags his
tail happily with the curtain still in his mouth.

                       ANYA
          What are you do. . .

Anya STOPS mid sentence, taken by what she sees.

ANYA'S POV

Behind the curtain was the FRIEZE of the ROMANOV FAMILY.
The moonlight hits the portrait with a ghostly glow.

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

Anya is mesmerized by the FRIEZE.  She looks around the
Ballroom. . . almost remembering something. . . 

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

As she sings the ballroom transform into it's once
spledid glory.  Anya takes off her coat and at once her
rags are transformed into a beautiful gown.  NICHOLAS
steps down from the FRIEZE and walks her down the stairs
gracefully and begins a waltz with her.

                       ANYA (CONT.)
          SOMEONE HOLDS ME SAFE AND WARM 
          HORSES PRANCE
          THROUGH A SILVER STORM
          FIGURES DANCING GRACEFULLY
          ACROSS MY MEMORY.

MUSIC BUILDS.  A CHORUS of voices sing the melody as
royal ghosts appear as elegant and beautiful as in the
opening scene. Then

                       ANYA (CONT.)
          SOMEONE HOLDS ME SAFE AND WARM 
          HORSES PRANCE
          THROUGH A SILVER STORM
          FIGURES DANCING GRACEFULLY
          ACROSS MY MEMORY.

MUSIC: FULL!

Dmitri and Vladimir appear at the top of the stairs.

DMITRI & VLADIMIR'S POV

some ragged lunatic dancing with "himself".

                       ANYA (CONT.)
          FAR AWAY, LONG AGO
          GLOWING DIM AS AN EMBER,
          THINGS MY HEART USED TO KNOW
          THINGS IT YEARNS TO REMEMBER

Anya is released from Nicholas' embrace.  He kisses her
on the forehead and slowly backs away.  She follows
Nicholas, back up the stairs to the landing, where the
sun has caused a "dust" mist.

Then, magically, TATIANA appears through the mist, a
loving beautiful vision from the past.

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

                       DMITRI (O.C.)
                  (yelling)
          Who are you?!

END NUMBER

Dmitri's voice causes the visage to disintegrate.  All
goes back to the way it was - dark and destroyed.

Anya spins toward Dmitri, surprised and frightened.

DMITRI'S POV

Anya is caught in a ray of moonlight, directly in front
of the image of Anastasia in the frieze.  The
resemblance is striking.  Dmitri is taken aback, but
Vladimir is unaffected.

                       VLADIMIR
          You're trespassing, boy!

Anya is dazed by what has just happened to her and can't
quite refocus on reality.

                       ANYA
          I. . .  I. . .  spoke to you earlier
          about traveling paper. . 

Dmitri pokes Vladimir with his elbow but doesn't take
his eyes off Anya.

                       DMITRI
                  (whispering to Vlad)
          It's her.

                       VLADIMIR
          He's her?

                       DMITRI
          Look!

Vladimir looks at Anya again and get it.

                       ANYA
          Are you Dmitri?  I didn't  mean
          to trespass - I don't want to
          do anything dishonest, but if
          you could just help help me. . .

Vladimir and Dmitri walk down the stairs and up her
stairs and begin to circle around her.

                       VLADIMIR
          Perhaps you heard of our
          brilliant plan to find a girl
          and. . . 

Dmitri pokes him hard in the ribs and shakes his head.

                       DMITRI
                  (quietly to Vlad)
          She doesn't want to do anything
          "dishonest". . . 

                       VLADIMIR
                  (gets it, whispers)
          Ew. . .  the honest type.

Dmitri gives Vlad a "let me handle this" gestures.

                       DMITRI
                  (off frieze)
          You look like her.  Like the
          Princess Anastasia.  Has anyone
          ever told you that before?

Anya is coming back to her senses, doesn't like these
men circling her.

                       ANYA
                  (sarcastic)
          Oh, yeah - in the orphanage
          they constantly told me I
          looked like a princess! Stop
          that!

Dmitri stops circling and then begins to use everything
that Anya says - the perfect and charming con man that
he is - to get what he wants.

                       DMITRI
          People say Anastasia was the
          only member of the Royal Family
          to escape alive.  That makes 
          her an orphan too
                       (MORE)

                       DMITRI (CONT.)
                  (beat)
          What happened to your parents?

                       ANYA
          I don't know - I don't remember
          anything that happened before
          the revolution. . . 

                       DMITRI
          You know, it's strange -
          Anastasia's grandmother, the
          Dowager Empress Tatiana has
          been looking for Anastasia
          since the revolution.  Why do
          you think she wouldn't go to
          her own grandmother?

                       ANYA
          I don't know.  I don't see what
          this has to do with me.

                       DMITRI
          Perhaps it's because she has
          amnesia too - can't remember. . .

                       VLADIMIR
          How much do you weigh?

Dmitri pokes him again.

                       VLADIMIR (CONT.)
                  (to Dmitri)
          I was just wondering since we
          already have the dress. . .  

                       ANYA
          Look, I came here to get papers
          to travel to Paris and. . .

                       DMITRI
          Why do you want to go to Paris?

                       ANYA
                  (defiant)
          I have my reasons.

                       DMITRI
          Anastasia's grandmother is in
          Paris.  We're going to bring
          Anastasia to her - in Paris.
                       (MORE)

                       DMITRI (CONT.)
                  (beat)
          And I think you are the
          Princess Anastasia.

Anya laughs.  Vlad mouths to Dmitri "Do you think she's
really Anastasia?"  Dmitri shakes his head no, of course
not, then continues with Anya.  Vlad smiles to himself
and walks down the stairs - Dmitri's so good even he got
confused!

                       DMITRI (CON'T)
          You never thought of the
          possibility?

                       ANYA
          Look - there isn't an orphan in
          the world who doesn't dream
          she's a princess but, come
          on. . .  Look at me!

Dmitri spins spins around, dramatically pointing to
Anastasia's image in the freeze.

                       DMITRI
          NO!  YOU LOOK AT HER!  LOOK AT
          HER!
                  (beat, then softly)
          It could be you.

UNDERSCORE:  "THE MUSIC BOX THEME"

Anya fiddles with the key around her neck and looks down
at the ballroom, remembering what just happened there -
could it have been a memory. . . 

Dmitri tries to act casual as he turns and starts
walking down the stairs.

                       DMITRI (CONT.)
          You don't have anything to
          lose.  If I am wrong - the
          Empress will simply tell us you
          aren't Anastasia and we'll be
          on our way.  No harm done - an
          honest mistake - but at least
          you will be in Paris.

Anya touches Anastasia's painted hand in the frieze.

                       ANYA
                  (singing in a whisper)
          THINGS MY HEART USED TO KNOW
          THINGS IT YEARNS TO REMEMBER. . .

Dmitri looks at Anya, her back toward him, as he raises
his arm to her.

                       DMITRI
          Find out the truth - come to
          Paris with us.

Anya expression registers her internal debate.  What is
it's true. . .  It coudn't be. . .  but if. . .  Then,

                       ANYA
          All right.  I will go with you.

Meetoo let's out his "retu".  Vladimir lets out a whoop
of joy.  Dmitri smiles and bows to Anya..

                       DMITRI
          The Her Royal Highness Princess
          Anastasia!

ON BARTOK

having watched the whole thing - he sighs.

                       BARTOK
          Oy. . .  he's gonna be so mad. . . 

Bartok flies out a broken window and into the night.

EXT.  AERIAL VIEW OF ST. PETERSBURG - NIGHT

BARTOK'S POV

The city lights fade and we move into the blackness of
the Russian forest.  Finally, in the distance, we see
the orange glow of a fire.

EXT.  GYPSY CAMP - NIGHT

Bartok swoops along the wagons.  Everyone looks to be
asleep.  Bartok keeps flying until he sees an OMINOUS
LOOKING BLACK WAGON, the largest and most elaborate.

Bartok screws up his courage and flies into the open
window of the BLACK WAGON