Dead Poets Society: Revised Third Draft
(September 29th, 1988)

by Tom Schulman

One of the earlier drafts of Dead Poets Society, this shows quite a number of differences from the final film. Have a look and see whether the changes were for the better or for the worse. If you don't have the time to go through all this, check out a summarized comparison. NOTE: I obtained this script from the web and have not had the opportunity to go through the script and check for typos and such. (I know there are a number.) I will try to remedy this as soon as possible.


1       INT WELTON ACADAMY DINING HALL - DAY - VARIOUS SHOTS            1

        CREDITS ROLL

        On the left is a life-sized mural depicting a group of young 
        school boys looking up adoringly at a woman who represents 
        liberty.  On the right is a mural showing young men gathered 
        around an industrialist in a corporate boardroom.  Between the 
        murals stands a boy.

        An odd, blaring MUSICAL SOUND starts and stops, interrupted 
        by the noise of pumping.  A teacher hurries to the boy, 
        adjusts his tie, and leads him off.

        On another wall is a full-sized portrait of a 19th century 
        Scotsman in a kilt.  In front at this, young boys carrying 
        banners, and several elderly men in old-fashioned costumes 
        assembling into a processional formation.  Nervous younger 
        boys (7th graders) are shown their places in line and handed 
        candles.  They light each others.' candles until all their 
        candles are lit.

        Suddenly the MUSIC BLASTS FORTH in its full splendor.  It is 
        a BAGPIPE.  The bagpiper, in a kilt like the one in the 
        portrait, begins a processional march. 

2       INT CORRIDOR ADJACENT THE DINING ROOM - SAME                    2

        The bagpiper enters a long slate and stone hallway.  The 
        haunting timbre of his antiquated instrument reverberates 
        through the building.  Momentarily, he is followed by the 
        other processional marchers. He leads them down the corridor 
        and down a threshold staircase into:

3       INT. WELTON'S OLD, STONE CHAPEL  - CONTINUOUS                   3

        Where two hundred high school-aged boys--most of whom wear 
        black blazers--sit on either side of the central aisle 
        watching the procession move onto the dais in front.  Beside 
        most of these boys are their parents.

        VARIOUS ANGLES ON THE PROCESSION

        FOUR 16-YEAR-OLD Boys CARRY BANNERS.

        Each boy is dressed in an archaic, turn-of-the-century 
        outfit.  On each banner is emblazoned a different word.  One 
        reads "TRADITION," another reads "HONOR",' a third reads 
        DISCIPLINE, the last reads 'EXCELLENCE."

        THE ELDERLY MEN
        in their 70s and SOS, obviously the school's oldest alumni, 
        each wearing a name tag and the uniform of his day, make their 
        way toward the stage.

        THE SEVENTH GRADERS

        carrying candles are nervous and self-conscious.  Most 
        concentrate intently on keeping their candles lit while they 
        march.  One young boy's candle has gone cut and he can barely 
        keep from crying.

        The bagpiper stands at the corner of the dais, marching in 
        place.  Behind him, in black robes, sit the school's 30-odd 
        teachers.  The processional's elderly alumni fill the chairs 
        of honor on the dais.

        The four young BANNER CARRIERS peel off from the main aisle 
        and take seats beside their parents in the audience.  The 7th 
        graders take seats with their parents too.  A purple and black 
        robed man who brings up the rear of the procession walks up to 
        the podium.  Me is HEADMASTER GALE NOLAN, a big man, in his 
        mid-60s.  The music stops.

                                NOLAN
                 Ladies and gentlemen, distinguished 
                 alumni, and students:  This year marks 
                 the one hundredth year that Welton 
                 Academy has been in existence.

        Applause begins.  Soon the whole room is standing in a 
        thunderous ovation.  After an appropriate amount of time, 
        Nolan motions for everyone to be seated.

                                NOLAN (CONT'D)
        One hundred years ago, in 1859, forty-one boys sat in this 
        room and were asked the same question that now greets you at 
        the start of each semester:  Gentlemen, what are the four 
        pillars?

        All of the students stand at attention.  Find TODD ANDERSON 
        sitting between his parents.  Todd is 16, good looking, but he 
        seems beaten down, lacking confidence, unhappy.  He wears a 
        name tag and no Welton blazer.  When the others stand, Todd's 
        mother nudges him.  Todd stands.  He watches as the other 
        students:

                                ALL THE BOYS IN UNISON 
                 Tradition!  Honor!  Discipline!  
                 Excellence!

        All the boys sit.  Todd sits too.  All is silent again.

                                NOLAN
                 In her first year, Welton Academy 
                 graduated five students.  Last year we 
                 graduated fifty-one and over seventy-five 
                 percent of those went to the Ivy League!

        Applause.  During it we rind KNOX OVERSTREET and CHARLIE 
        DALTON, both 16, and both in Welton blazers.  Knox (sitting 
        between his parents) carries a banner.  He has curly hair, 
        looks outgoing, is short but well built.  Charlie, also with 
        his parents, has a handsome yet friendly face.  He carries no 
        banner but, when Nolan mentions Ivy League, both these boys 
        fit the bill.

                                NOLAN (CONT'D)
                 This kind of accomplishment is the 
                 result of fervent dedication to the 
                 principles taught here.  This is why you 
                 parents have been sending us your sons, 
                 and this is why we are the best 
                 preparatory school in the United States.
                        (more applause)
                 New students

        All turn to look at the new students the 7th graders and 
        transfer students.  Todd Anderson is among them and he looks 
        incredibly self-conscious.

                                NOLAN (CONT'D)
                 The key to your success rests on our 
                 four pillars.  These are the bywords of 
                 this school and they will become the 
                 cornerstones of your lives.  Welton 
                 Society candidate Richard Cameron...

        In the audience, not far from Todd is Richard CAMERON, one of 
        the banner carriers, 16, his father's little clone.  He stands 
        eagerly to attention.  Too eagerly.

                                CAMERON
                 Yes sir!

                                NOLAN
                 What is Tradition?

                                CAMERON
                 Tradition, Mr. Nolan, is love of school, 
                 country, and family.  Our tradition at 
                 Welton is to be the best!

                                NOLAN
                 Good, Mr. Cameron.  Welton Society 
                 Candidate George Hopkins.  Honor.

        Cameron sits.  His father beams smugly.

                                HOPKINS (O.S.)
                 Honor is dignity and the fulfillment of 
                 duty!

                                NOLAN
                 Good, Mr. Hopkins.  Honor Society 
                 Candidate, Knox Overstreet...

        Knox, as mentioned, is a banner-holder.  He stands.

                                KNOX
                 Yes sir.

                                NOLAN
                 What is discipline?

                                KNOX
                 Discipline is respect for parents, 
                 teachers, headmaster.  Discipline comes 
                 from within.

                                NOLAN
                 Thank you, Mr. Overstreet.  Honor 
                 Candidate Neil Perry.

        Knox sits.  Knox's proud father and mother give him pats of 
        encouragement.  NEIL PERRY stands.  Whereas some boys have two 
        or three achievement pins an the lapels of their coats, Neil 
        has a huge cluster of them on the pocket of his jacket. Neil 
        is 16, intense, a born leader.  However, there is more than a 
        hint of anger and dissatisfaction in his eyes.  Beside him 
        sits his unsmiling father, MR. PERRY.

                                NOLAN
                 Excellence, Mr. Perry.

                                NEIL (rote)
                 Excellence is the result of hard work.   
                 Excellence is the key to all success, in 
                 school and everywhere.

        Neil sits.  He doesn't look at his father nor does his father 
        look at him.

                                NOLAN
                 Gentlemen, at Welton you will work 
                 harder than you have ever worked in your 
                 lives, and your reward will be the 
                 success that all of us expect of you.  I 
                 would now like to call to the podium 
                 Welton's oldest living graduate- Mr. 
                 Alexander Carmichael, Jr., Class of 1866.

        An octogenarian on stage shuns help from those beside him and 
        makes his way slowly--excruciatingly slowly--to the podium As 
        the audience rises to another standing ovation

                                                             DISSOLVE TO:

4       EXT. THE WELTON ACADEMY - MAIN LAWN - DAY                       4

        Welton Academy is a cluster of traditional weathered stone 
        buildings.  The time is 1959 but at Welton this is irrelevant.  
        This school with its traditions is completely isolated from 
        the politics or trends of the outside world.

        The students stand with their parents under a giant tent. 
        Finger food, coffee, tea and punch are laid cut on white 
        clothed tables.

        Charlie's mother stands dotingly fixing Charlie's hair.  Then 
        she kisses him.

        Knox's father has his hand affectionately around his son.

        Mr. Perry stands adjusting the achievement pins on Neil's 
        jacket.

        Todd Anderson's parents stand chatting with another couple, 
        paying no attention to Todd who looks very much alone.  
        Mr.Nolan walks by and looks at Todd's name tag.


                                NOLAN
                 Ah, Mr. Anderson.  You have some big 
                 shoes to fill, young man.  Your brother 
                 was one of our best.

                                TODD
                        (faint, almost inaudible)
                 Thank you.

        Neil's father, Neil in tow, approaches Nolan and interrupts.

                                MR. PERRY
                        (somewhat disturbed)
                 Gale. what's this I hear about a new 
                 junior English teacher?

                                NOLAN
                 Mr. Gladden took the Headmaster's post 
                 at Malford, so we've hired John Keating.

                                MR. PERRY
                        (suspicious)
                 A former student, I hear?

                                NOLAN
                 A star student, Mr. Perry.  And he's 
                 spent the last ten years teaching at the 
                 McMillan School in Edinburgh.

                                MR. PERRY
                        (acting impressed)
                 Oh.  McMillan.

        Nolan looks around.  He finds, then indicates:

        ACROSS THE LAWN a black-robed teacher stands with his back to 
        us, staring at the beautiful Welton LAKE.  As if he sensed he 
        was being watched, he turns and faces us. This is JOHN 
        KEATING, late 30s, sparkling eyes.

        Nolan puts his arm on Mr. Perry's shoulder and leads him off.

                                NOLAN
                 Come meet him.  You'll like him.

        We watch Nolan escort Mr. Perry across the lawn and introduce 
        him to Mr. Keating who walks up to greet them.  Todd stands 
        alone, looking around.  Neil Perry, now left alone, does the 
        same.  Both watch the other students saying good-byes to their 
        parents.

5       EXT. THE WELTON ACADEMY PARKING LOT - DAY                       5

        The 7th graders are saying good-bye to their parents.  Chins 
        quiver.  Young eyes hold back tears.  Some boys sob.  For most 
        of these young boys this is the first time in their lives that 
        they will be away from their parents and their homes, and it 
        is a devastating experience.

        LONG SHOT, WELTON ACADEMY - SAME

        Welton Academy sits in a lonely and isolated valley in woods 
        of Vermont.  Though the setting is beautiful, its isolation 
        only highlights the loneliness that most of the 7th graders 
        feel at this moment.

6       OMIT                                                            6

7       INT. THE WELTON ACADEMY OAK PANELED HONOR ROOM - DAY            7

        The 50 or so members of the junior class sit in chairs or 
        stand around the room.  The students that were featured 
        earlier are here:  Todd Anderson, Neil Perry, Knox Overstreet, 
        Charlie Dalton, Richard Cameron.  All except Todd wear Welton 
        blazers.  Todd sticks out and he knows it.

        A staircase against a wall leads to a 2nd-floor door.  That 
        door opens and down the stairs file five boys.  An old teacher 
        (DR. HAGER) comes to the door and calls out five names.

                                HAGER
                 Overstreet, Perry, Dalton, Anderson, 
                 Cameron.

        These boys file up the staircase.  As they do, a seated boy 
        (PITTS) leans to the boy next to him (STEVEN MEEKS).  Meeks 
        has sweet egghead looks and very short hair.  He wears a 
        pocket watch and chain.

                                PITTS
                 Who's the new boy? 

                                MEEKS
                        (shrugs)
                 Anderson.

        Old Hager sees this conversation.

                                HAGER
                 Misters Pitts and Meeks.  Demerits.

        Pitts and Meeks look down. Pitts glances at Necks and rolls 
        his eyes.

                                HAGER (CONT'D)
                 That's another demerit, Mr. Pitts.

        Pitts' smile vanishes.  Hager closes the door.

8       INT THE HEADMASTER'S OFFICE - SAME                              8

        The five boys take seats in a row of chairs facing Mr. Nolan.
        Nolan sits behind his desk, a HUNTING DOG on the floor beside 
        him.

                                NOLAN
                 Welcome. back, Mr. Dalton.  How's your 
                 father?

                                CHARLIE
                 Doing fine, sir.

                                NOLAN
                 Your family move into that new house, 
                 Mr. Overstreet?

                                KNOX
                 Yes sir, about a month ago.

                                NOLAN
                 Wonderful.  I hear It's beautiful. (he 
                 gives the dog a snack)
                 Mr. Anderson, since. you're new here, 
                 let me explain that at Welton, I assign 
                 extracurricular activities on the basis 
                 of merit and desire.  These activities 
                 are taken every bit as seriously as your 
                 class work...  right, boys?

                                CHARLIE, CAMERON, KNOX
                 Yes sir!

                                NOLAN
                 Failure to attend required meetings will 
                 result in demerits.  Mr. Dalton the 
                 school paper, the Service Club, soccer, 
                 rowing.  Mr. Overstreet  Welton Society 
                 Candidates, the school paper, soccer, 
                 Sons of Alumni Club.  Mr. Perry  Welton 
                 Society Candidates, Chemistry Club, 
                 Mathematics Club, school annual, soccer. 
                 Mr. Cameron  Welton Society Candidates, 
                 Debate Club, rowing, Service Club, 
                 forensics, Honor Council.  Mr. Anderson 
                 based on your record at Balincrest, 
                 soccer, Service Club, school annual. 
                 Anything else I don't know about?

        Todd struggles.  He looks like he is trying to speak but 
        nothing is coming out of his mouth.

                                NOLAN (CONT'D)
                 Speak up, Mr. Anderson.

                                TODD
                        (barely audible)
                 I would prefer rowing sir.

        It is apparent that Todd's fear of speaking is overwhelming. 
        Nolan looks at him.

                                NOLAN
                 Rowing? Did he say rowing?  It says here 
                 you played soccer at Balincrest.

                                TODD
                        (again barely audible)
                 I...did...but...

        Sweat breaks out on Todd's brow.  He clinches his hands, 
        turning his knuckles white.  He looks like he is going to 
        burst into tears.  The other boys look at him.

                                NOLAN
                 You'll like soccer here, Anderson.
                 Dismissed.

        The boys stand and exit.  Todd looks absolutely miserable. 
        The teacher at the door calls out more names.

9       EXT. WELTON CAMPUS - DAY                                        9

        The Welton students walk toward their dorms.  Neil Perry 
        approaches Todd Anderson who walks alone.  Neil offers his 
        handshake.

                                NEIL
                 I hear we're going to be roommates.  
                 Neil Perry.

                                TODD
                        (softly)
                 Todd Anderson.

        Todd keeps walking.  There is an awkward silence.

                                NEIL
                 Why'd you leave Balincrest?

                                TODD
                        (overlap)
                 My brother went here.

                                NEIL
                 Oh, so you're that Anderson.

10      INT. THE JUNIOR DORM LOBBY - CONTINUOUS                        10

        Neil and Todd have walked into the dorm lobby.

                                TODD
                 My parents wanted me here all along but 
                 my grades weren't good enough.  I had to 
                 go to Balincrest to pull them up.

                                NEIL
                 Well, you've won the booby prize.  Don't 
                 expect to like it here.

                                TODD
                 I don't.

11      INT. THE WELTON JUNIOR CLASS DORMITORY ROOM - DAY              11

        Each small room contains two single beds, two closets, and 
        two desks.  Suitcases sit on the floor.  Neil enters. Richard 
        Cameron sticks in his head.

                                CAMERON
                 Heard you got the new boy.  He's a hell 
                 of a speaker, huh? Oops.

        Todd Anderson walks in.  Cameron ducks out.  Todd has heard 
        Cameron s comment, but he ignores it.  He puts his suitcase on 
        his bed and begins unpacking.

                                NEIL
                 Don't mind Cameron.  He's an asshole.

        There is a knock on the door.  Knox Overstreet, Charlie 
        Dalton, and Steven Meeks enter.  Charlie speaks to Neil.

                                CHARLIE
                 Hey, I heard you went to summer school?

                                NEIL
                 Yeah, chemistry.  My father thought I 
                 should get ahead.

                                CHARLIE
                 Well, Meeks aced Latin and I didn't 
                 quite flunk English so if you want, we've 
                 got our study group.

                                NEIL
                 Sure, but Cameron asked me too.  Anybody 
                 mind including him?

                                CHARLIE
                 What's his specialty, brown-nosing?

        Some chuckles.

                                NEIL
                 Hey, he's your roommate.

                                CHARLIE
                 That's not my fault.

        Nobody is excited about Cameron but no one objects. 

                                MEEKS
                        (to Todd)
                 I don't think we've met.  I'm Steven 
                 Meeks.

                                TODD
                        (shyly extending his hand)
                 Todd.  Anderson.

        Knox and Charlie offer Todd handshakes.

                                CHARLIE
                 Charlie Dalton.

                                KNOX
                 Knox Overstreet.

        Todd shakes their hands.

                                NEIL
                 Todd's brother is Jeffrey Anderson.

                                CHARLIE
                 Oh yeah.  Sure.  Valedictorian, National 
                 Merit Scholar

        Todd nods affirmative.

                                MEEKS
                 Well, welcome to "Hell"ton.

                                CHARLIE
                 It's every bit as hard as they say. 
                 Unless you're a genius like Meeks.

                                MEEKS
                 He flatters me so I'll help him with 
                 Latin.

                                CHARLIE
                 And English, and trig

        Meeks smiles.  There is a knock on the door.

                                NEIL
                 It's open.

        Neil's father enters.  Neil is surprised.

                                NEIL (CONT'D)
                 Father.  I thought you'd... gone.

        All the boys stand.

                                MEEKS, CHARLIE, KNOX
                 Mr. Perry.

                                MR. PERRY
                 Keep your seats, boys.  How's it going?

                                THE BOYS
                 Fine, sir.  Thank you.

                                MR. PERRY
                 Neil, I've decided that you're taking 
                 too many extracurricular activities.  
                 I've spoken to Mr. Nolan about it and you 
                 can work on the school annual next year.

                                NEIL
                 But father, I'm assistant editor.

                                MR. PERRY
                 I'm sorry, Neil.

                                NEIL
                 But father, it's not fair.

                                MR. PERRY
                 Fellows, would you excuse us a minute?

        Mr. Perry walks into the hall,  Neil follows.

12      INT. THE JUNIOR DORMITORY HALLWAY - SAME                       12

                                MR. PERRY
                 I will not be disputed in public, do you 
                 understand me?

                                NEIL
                 Father, I wasn't disputing you.

                                MR. PERRY
                 When you've finished medical school and 
                 you're on your own, you can do as you 
                 please.  Until then, you will listen to 
                 me.

                                NEIL
                 Yes sir.  I'm sorry.

                                MR. PERRY
                 You know what this means to your mother, 
                 don't you?

                                NEIL
                 Yes sir.

        Using the pressures of guilt and punishment, Mr. Perry is the 
        most subtle of bullies.  Neil's resolve crumbles in front of 
        his authoritarian father.  Neil fills the pause.

                                NEIL (CONT'D)
                 You know me, always taking on too much.

                                MR. PERRY
                 Good boy.  Call us if you need anything.

        He turns and walks off.

13      INT. NEIL'S ROOM                                               13

        The others wait in silence.  A chastened Neil enters.

                                CHARLIE
                 Why doesn't he let you do what you want?

                                KNOX
                 Yeah!  Tell him off!  It couldn't get 
                 any worse.

                                NEIL
                 Oh that's rich.  Like you tell your 
                 parents off, Mr. Future Lawyer and Mr. 
                 Future Banker!

        Neil takes the school annual achievement pin off his shirt 
        and hurls it at his desk.

                                KNOX
                 Wait a minute.  I don't let my parents 
                 walk on me.

                                NEIL
                 Yeah, you just do everything they say!  
                 You'll be in daddy's law firm as sure as 
                 I'm standing here.  
                        (to Charlie)
                 And you'll be approving loans till you 
                 croak.

                                CHARLIE
                 Okay, so I don't like it any more than 
                 you do.  I'm just saying

                                NEIL
                 Then don't tell me how to talk to my 
                 father when you're the same way.  All 
                 right?!

                                KNOX
                 All right.  Jesus, what are you gonna 
                 do?

                                NEIL
                 What I have to do.  Screw the annual.

                                MEEKS
                 I certainly wouldn't lose any sleep over 
                 it.  It's just a bunch of people trying 
                 to impress Nolan.

                                NEIL
                        (bitterly)
                 Screw it all.  I don't give a damn about 
                 any of it.

        He slams his hand into his pillow and lies back silently. 
        Everyone is quiet, sensing Neil's disappointment.  Finally, 
        Charlie breaks the silence.

                                CHARLIE
                 I don't know about anyone else, but I 
                 could use a refresher in Latin.  Eight 
                 o'clock in my room?

                                NEIL
                 Sure.

                                CHARLIE
                 You're welcome to join us, Todd.

                                KNOX
                 Yeah, come along.

                                TODD
                 Thank you.

        The boys leave.  Neil lies in silence.  He sees the 
        achievement pin that he threw and picks it up.  Todd continues 
        to unpack.  He unpacks a photo of his mother and father with 
        their arms around an older boy who is obviously Todd's brother 
        Jeffrey.  Todd stands to one side, slightly apart from the 
        family group.  Todd unpacks an engraved leather desk set 
        (pens, blotter, etc.) and puts it on his desk.

                                NEIL
                 So what do you think of my father?

                                TODD
                        (softly, to himself) 
                 I'll take him over mine.

                                NEIL
                 What?

                                TODD
                 Nothing.

                                NEIL
                 Todd, if you're gonna make it around 
                 here, you've gotta speak up.  The meek 
                 might inherit the earth but they don't 
                 get into Harvard. know what I mean?

        Todd nods.

                                NEIL (CONT'D)
                 The goddamn bastard!

        He presses the metal point of the pin into his thumb, drawing 
        blood.  Todd winces.  Neil doesn't.  Neil hurls the pin again.

14      INT. A CHEMISTRY CLASSROOM - DAY                               14

        The classroom is a laboratory: filled with flasks, etc.  
        Neil, Todd, Knox, Charlie, Cameron, Meeks and other members of 
        the junior class sit around the room.  A bespectacled teacher 
        stands in front, passing out thick textbooks.

                                CHEMISTRY TEACHER
                 In addition to the assignments in the 
                 text, you will each pick three lab 
                 experiments from the project list and 
                 report on one every five weeks.  The 
                 first twenty problems at the end of 
                 chapter one are due: tomorrow.

        ANGLE ON CHARLIE DALTON as the thick textbooks arrive at his 
        desk.  He shoots a disbelieving glance at Knox Overstreet who 
        can only acknowledge with a shake of his head.  Todd takes his 
        books without reacting.

15      INT. LATIN CLASS - DAY                                         15

        The same students sit before a Latin teacher in his early 
        60's  He declines a Latin noun with a thick Scottish brogue.

LATIN TEACHER (McALLISTER)
                 Agricola, agricolae, agricolas, 
                 Agricolas, agricolatis, agricolatus

        ANGLE FAVORING TODD, NEIL, KNOX AND THE OTHERS as they 
        struggle to follow along with McAllister's lesson.

16      INT. A MATHEMATICS CLASS - DAY                                 16

        Mathematical charts hang on the walls.  The elderly bald 
        teacher (the one from Nolan's doorway), Dr. Hager, passes out 
        books.  The students' work load is huge.

                                HAGER
                 Your study of trigonometry requires 
                 absolute precision.  Anyone failing to 
                 turn in any homework assignment will be 
                 penalized one point off his final grade. 
                 Let me urge you now not to test me on 
                 this point.  Who would like to begin by 
                 defining a cosine?

        Richard Cameron stands.

                                CAMERON
                 A cosine is the sin of the compliment of 
                 an angle or arc.  If we define an angle 
                 A, then...

17      INT. ENGLISH CLASSROOM - DAY                                   17

        The junior students--Todd, Neil, Knox, Charlie, Cameron, 
        Meeks and some of the others we've seen--enter.  They are 
        loaded down with books and look weary.  Sitting in the front 
        of the room, staring out the window is JOHN KEATING, the 
        teacher we glimpsed earlier.  He wears a collared shirt, tie, 
        no jacket.

        The boys take seats and settle in.  Keating stares out the 
        window a long time.  The students start to shuffle 
        uncomfortably.  Finally Keating stands, picks up a yardstick, 
        and begins slowly strolling the aisles.  He stops and stares 
        into the face of one of the boys.

                                KEATING
                        (to the blushing boy)
                 Don't be embarrassed.

        He moves off, then stops in front of Charlie Dalton.

                                KEATING (CONT'D)
                        (as if discovering 
                         something known only to 
                         himself)
                 Uh-huh
                        (he moves to Todd Anderson)
                 Uh-huh
                        (he moves to Neil Perry)
                 Ha!

        Keating slaps his free hand with the yardstick, then strides 
        to the front of the room.

                                KEATING (CONT'D)
                 Nimble young minds!

        He steps up onto the desk, turns and faces the class.

                                KEATING (CONT'D)
                        (energetically)
                 Oh Captain, My Captain. Who knows where 
                 that's from?

        No one raises a hand.

                                KEATING (CONT'D)
                 It was written by a poet named Walt 
                 Whitman about Mr. Abraham Lincoln.  In 
                 this class you may refer to me as either 
                 Mr. Keating, or Oh Captain, My Captain.

        Keating steps down and starts. strolling the aisles.

                                KEATING (CONT'D)
                 So that I become the source of as few 
                 rumors as possible, let me tell you that 
                 yes, I was a student at this institution 
                 many moons ago, and no, at that time I 
                 did not possess this charismatic 
                 personality.  However, should you choose 
                 to emulate my manner, it can only help 
                 your grade.  Pick up a textbook from the 
                 back, gentlemen, and let's retire to the 
                 honor room.

        He steps off the desk and walks out.  The students sit, not 
        sure what to do, then realize they are to follow him.  They 
        quickly gather their books, pick up texts, and follow.

18      INT. THE WELTON OAK PANELED HONOR ROOM - DAY                   18

        This is the room where the boys waited earlier.  The walls 
        are lined with class pictures: dating back into the 1800s. 
        School trophies of every description fill trophy cases and 
        shelves.  Keating leads the students in, then faces the class.

                                KEATING
                 Mister...
                        (Keating looks at his roll)
                 Pitts.  An unfortunate name.  Stand up, 
                 Mister Pitts.

        Pitts stands.

                                KEATING (CONT'D)
        Open your text, Pitts,  to page forty and read for us the 
        first stanza of the poem.

        Pitts looks through his book.  He finds the poem.

                                PITTS
                 To The Virgins to Make Much Of Time?

                                KEATING
                 That's the one.

        Giggles in the class.  Pitts reads.

                                PITTS
                 Gather ye rosebuds while ye may

        Old time is still a flying

                 And this same flower that smiles today

                 Tomorrow will be dying.

                                KEATING
                 Gather ye rosebuds while ye may.  The 
                 Latin term for that sentiment is "Carpe 
                 Diem." Anyone know what that means?

                                MEEKS
                 Carpe Diem... seize the day.

                                KEATING
                 Very good, Mr._?

                                MEEKS
                 Meeks.

                                KEATING 
                 Seize the day while you're young, see 
                 that you make use of your time.  Why does 
                 the poet write these lines?

                                A STUDENT
                 Because he's in a hurry?

                                KEATING
                 Because we're food for worms, lads!  
                 Because we're only going to experience a 
                 limited number of springs, summers, and 
                 falls.  One day, hard as it is to 
                 believe, each and every one of us is 
                 going to stop breathing, turn cold, and 
                 die!  Stand up and peruse the faces of 
                 the boys who attended this school sixty 
                 or seventy years ago.  Don't be timid, go 
                 look at them.

        The boys get up.  Todd, Neil, Knox, Meeks, etc. go over to 
        the class pictures that line the honor room walls.

        ANGLES ON VARIOUS PICTURES ON THE WALLS.  Faces of young men 
        stare at us from out of the past.

                                KEATING
                 They're not that different than any of 
                 you, are they?  There's hope in their 
                 eyes, just like in yours.  They believe 
                 themselves destined for wonderful things, 
                 just like many of you.  Well, where are 
                 those smiles now, boys?  What of that 
                 hope?

        THE BOYS are staring at the pictures, sobered by what Keating 
        is saying.

                                KEATING (CONT'D)
                 Did most of them not wait until it was 
                 too late before making their lives into 
                 even one iota of what they were capable?
                 In chasing the almighty deity of success 
                 did they not squander their boyhood 
                 dreams? Most of those gentlemen are 
                 fertilizing daffodils!  However, if you 
                 get very close, boys, you can hear them 
                 whisper.  Go ahead, lean in.  near it?
                        (loud whisper)
                 'Carpe Diem, lads.  Seize the day.  Make 
                 your lives extraordinary. -

                 Todd, Neil, Knox, Charlie, Cameron, 
                 Meeks, Pitts all stare into the pictures 
                 on the wall.  All are lost in thought.

19      EXT. THE WELTON CAMPUS - DAY                                   19

        The class files out of the honor room.  Todd, Neil, Knox, 
        Charlie, Cameron, Necks, and Pitts walk together, books in 
        hand.  All thinking about what just happened in class.

                                PITTS
                 Weird.

                                NEIL
                 But different.

                                KNOX
                 Spooky if you ask me.

                                CAMERON
                 You think he'll test us on that stuff?

                                CHARLIE
                 Oh come on, Cameron, don't you get 
                 anything?

        EXT. THE WELTON CAMPUS - CONTINUOUS

                                MEEKS
                 How about a trig study group?  Right 
                 after dinner.

                                VARIOUS BOYS
                 Good by me.  Sure.  Great.

                                KNOX
                 I can't make it.  I got a sign-out to 
                 have dinner at the Danburrys' house.

                                PITTS
                 Who are the Danburrys?

                                CAMERON
                 Big alum,. How'd you pull that?

                                KNOX
                 They're friends of my dad.  Probably in 
                 their nineties or something.

                                NEIL
                 Listen, anything's, better than mystery 
                 meat.

                                CHARLIE
                 I'll second that.

        The group disperses.  Neil finds himself walking near Todd 
        who has been silent through this whole discussion.

                                NEIL
                 Want to come to the study group?

                                TODD
                 Thanks but  I'd better do history.

20      INT. TODD AND NEIL'S DORM ROOM - LATE AFTERNOON                20

        Todd enters alone.  He puts down his books and sits at his 
        desk.  Flipping through the stack of books in front of him, he 
        sighs at the work load that is piling up.

        Todd takes out his notebook and opens his history book.  He 
        stares at his notebook for a moment, then writes "SEIZE THE 
        DAY" in big letters.  He looks at the words that he's written, 
        sighs, tears the page off, then plunges into his homework.

A21     EXT. THE WELTON CAMPUS - DUSK - WIDE SHOT                     A21

        The autumnal colors are muted by the onset of nightfall.  Old 
        Dr. Hager drives the school "woody" station wagon out of the 
        campus.

B21     EXT. WALTON VILLAGE (NEW CASTLE) - DUSK - WOODY DRIVE-BY      B21

21      EXT./INT. A LARGE MANSION - DUSK                               21

        Knox Overstreet gets out of the woody.  Dr. Hager pulls away.  
        Knox walks to the door of the home and is admitted by a maid. 
        Knox is amazed by this palatial home.

22      INT. THE DANBURRY MANSION LIBRARY - DUSK                       22

        JOE DANBURRY is a sharp looking man of about 40, well 
        dressed, friendly.  His wife, an attractive blonde about the 
        same age, sits beside him.

                                JOE DANBURRY
                 Knox, come in.  Joe Danburry.  This is 
                 my wife, Janette.

                                KNOX
                        (surprised)
                 Nice to meet you.

                                MRS. DANBURRY 
                 You're the spitting image of your 
                 father. How is he?

                                KNOX
                 Great.  Just did a big case for GM.

                                JOE DANBURRY
                 Ah.  I know where you're headed.  Like 
                 father like son, eh? 
                        (looking off screen) 
                 Ginny.  Come meet Knox.

        GINNY DANBURRY--15, cute, shy, a shock of misplaced hair--
        enters.

                                MRS. DANBURRY 
                 Knox, this is our daughter, Virginia.

                                GINNY
                 Ginny, mom.

        Knox shakes her hand.  His "hello" is polite.  Her "hi" is 
        shy.

        CHET DANBURRY--a tall jock of a guy a couple of years older 
        than Knox--enters.  With him is a lovely teenage brunette, 
        CHRIS NOEL, in a short tennis dress.  Soft glowing eyes, 
        athletic figure, this girl is stunning.

                                CHET
                 Dad, can I take the Buick?

                                JOE DANBURRY
                 What's wrong with your car?

                                MRS. DANBURRY 
                 Chet, where are your manners?  Knox, 
                 this is my son Chet and his girlfriend 
                 Chris Noel.  This is Knox Overstreet.  
                 Excuse me while I check on dinner.

                                CHET
                        (perfunctorily)
                 Hi.

        Knox shakes Chet's hand.  Knox is THUNDERSTRUCK by Chris. 
        Chris offers Knox her hand and a smile.  Knox shakes her hand1 
        his mouth practically hanging open.

                                CHRIS
                 Pleased to meet you.

                                KNOX
                 The pleasure is mine.

                                CHET
                 Come on, Dad, why is this always a big 
                 deal?

                                JOE DANBURRY
                 Because I bought you a sports car and 
                 suddenly you want my car all the time.

                                CHET
                 Chris' mom feels safer when we're in a 
                 bigger car.  Right, Chris?

        Chet shoots her a wicked smile.  Chris blushes.

                                CHRIS
                 It's all right, Chet.

                                CHET
                 It's not all right.  Come on, Dad

        Joe Danburry walks out of the room.  Chet follows him.

                                CHET (CONT'D)
                 Come on, Dad.

        Knox, Ginny, and Chris remain in the room.  Knox smiles at 
        Chris.

                                KNOX
                 So, uh, where are you in school?

                                CHRIS
                 Ridgeway High.  How's Henley Hall, Gin?

                 Ginny
                        (flat)
                 Okay.

                                CHRIS
                        (to Knox)
                 That's your sister school, right?

                                KNOX
                 Sort of.

                                CHRIS
                        (to Ginny)
                 You going out for the Henley Hall play? 
                        (to Knox)
                 They're doing "A Midsummer Night's 
                 Dream."

                                GINNY
                 Maybe.

                                KNOX
                 How did you meet Chet?
                        (both girls look at him) 
                 I mean...   Er...

                                CHRIS
                 He plays on the Ridgeway football team 
                 and I'm a cheerleader.  He used to go to 
                 Welton but he flunked out.
                        (to Ginny)
                 You should do it, Gin.  You'd be great.

        Ginny looks down, shyly.  Chet comes to the door.

                                CHET
                 Chris.  We got it.  Let's go.

                                CHRIS
                 Nice meeting you, Knox.  Bye, Gin.

                                KNOX
                        (dying inside)
                 Nice meeting you.  Chris.

        Chris and Chet exit.  Through the window, we see Chet and 
        Chris walk out and put their arms around each other.

                                GINNY
                        (confiding to Knox)
        Chet just wants the Buick so they can go parking.

                                KNOX
                 Oh.

        Outside, Chris and Chet get in the Buick and kiss.  Knox 
        stares with envy.

                                GINNY
                 something wrong? 

                                KNOX
Nah. 

23      EXT. DANBURRY HOUSE - DUSK                                     23

        Chet and Chris drive off.

24      INT. THS JUNIOR CLASS LOUNGE - NIGHT                           24

        The dorm is quiet.  Neil, Cameron, Weeks, Charlie and Pitts 
        are gathered studying math.  As they do, Pitts works to 
        assemble a small crystal radio.  Todd is in his room, studying 
        alone.  Knox, looking shell-shocked, shuffles into the lobby.

                                CHARLIE
                 How was dinner?

                                KNOX
                 Terrible.  Awful!  I met the most 
                 beautiful girl I've ever seen in my life!

                                NEIL
                 Are you crazy? What's wrong with that?

                                KNOX
                 She's practically engaged to Chet 
                 Danburry.  Mr. Mondo Jocko himself.

                                PITTS
                 Too bad.

                                KNOX
                 It's not too bad.  It's a tragedy! Why 
                 does she have to be in love with a jerk?!

                                PITTS
                 All the good ones go for jerks, you know 
                 that.  Forget her.  Take out your trig 
                 book and figure out problem twelve.

                                KNOX
                 I can't just forget her, Pitts.  And I 
                 certainly can't think about math!

                                MEEKS
                 Sure you can.  You're off on a tangent--
                 so you're halfway into trig already

                                CAMERON
                 Duh, Meeks!

                                MEEKS
                        (sheepishly)
                 I thought it was clever.

                                KNOX
                        (sitting down)
                 You really think I should forget her?

                                PITTS
                 You have another choice.

        Knox drops to his knee like he is proposing.

                                KNOX
                 Only you, Pittsie.

        Pitts pushes Knox away.  Knox sits back down but despair is 
        beginning to wash over him.

25/26   OMIT                                                        25/26

26A     EXT: WELTON CAMPUS - MORNING                                  26A

        The Welton bagpiper marches on the lawn, practicing. Students 
        emerge from their dorms and head to breakfast.

27      INT. KEATING'S ENGLISH CLASS - DAY                             27

        The lights are out and shades are drawn.  Keating sits in a 
        chair beside the teacher's desk.  He looks solemn.  All is 
        still.

                                KEATING
                        (soft and soothing voice)
                 Boys, quietly open your texts to page 
                 54

        The boys follow instructions.  Keating reads the following in 
        a tone of quiet reverence.

                                KEATING (CONT'D)
                 Little Boy Blue, by Eugene Field:
                 The little toy dog is covered with dust,
                 But sturdy and staunch he stands.
                 And the little toy soldier is red with rust,
                 And his musket moulds in his hands;
                 Time was when the little toy dog was new,
                 And the soldier was passing fair;
                 And that was the time when our Little Boy Blue,
                 Kissed them and put them there.
                 'Now don't you go till I come,' he said,
                 'And don't you make any noise!'
                 So toddling off to his trundle bed
                 He dreampt of pretty toys;
                 And as he was dreaming, an angel song,
                 Awakened our Little Boy Blue--
                 Oh the years are many, the years are 
                 long,
                 But the little toy friends are true.
                 Ay, faithful to Little Boy Blue they stand,
        Each in the same old place--
                 Awaiting the touch of a little hand,
                 The smile of a little face.
                 And they wonder, as waiting the long years thru,
                 In the dust of that little chair,
                 What has become of our Little Boy Blue,
                 Since he kissed them and put them there.

        Keating is a masterful reader.  With his marvelous voice, he 
        has milked this sentimental poem for everything it is worth. 
        Many of the boys are on the verge of tears.  Suddenly Keating 
        shouts

                                KEATING (CONT'D)
                 AHHGGGG!!

        The students jump halfway out of their seats.

                                KEATING (CONT'D)
                 Treacle!  Mawkish treacle!  Rip it out 
                 of your books.  Rip out the entire page!  
                 I want this sentimental rubbish in the 
                 trash where it belongs!

        He marches down the aisles with the trash can and waits for 
        each boy to deposit the page from his textbook.  The boys, 
        having been led down the sentimental path, cannot help but 
        laugh at this sudden change of mood.

                                KEATING (CONT'D)
                 Make a clean tear.  I want nothing left 
                 of it!  Eugene Field!  Disgraceful.

27A     INT.MCALLISTER'S CLAS5RDOM - DAY                              27A

        Mr. McAllister, the Scottish Latin teacher, exits his room 
        and walks across the hall to Keating's classroom.  He peeks in 
        the door window and sees boys ripping pages out of their 
        books.  Alarmed, McAllister opens the door and enters 
        Keating's room.

27B     INT. KEATING'S CLASSROOM - SAME                               27B

        McAllister is about to reprimand the boys when suddenly he 
        sees Keating.

McALLISTER
                 What the...  Sorry, I didn't think you 
                 were in here, Mr. Keating.

        Baffled and embarrassed, McAllister exits.  Keating strides 
        back to the front of the room, Flits the trash can on the 
        floor, and jumps into it.  He stomps the trash a few times, 
        then kicks the can away.

                                KEATING
                 This is battle, boys.  War!  You are 
                 souls at a critical juncture.  Either you 
                 will succumb to the will of hoi polloi 
                 and the fruit will die on the vine--or 
                 you will triumph as individuals.  It may 
                 be a coincidence that part of my duties 
                 are to teach you about Romanticism, but 
                 let me assure you that I take the task 
                 quite seriously.  You will learn what 
                 this school wants you to learn in my 
                 class, but if I do my job properly, you 
                 will also learn a great deal more.  You 
                 will learn to savor language and words 
                 because they are the stepping stones to 
                 everything you might endeavor to do in 
                 life and do well.  A moment ago I used 
                 the term 'hoi polloi.'  Who knows what it 
                 means?  Come on, Overstreet, you twirp.
                        (laughter)
                 Anderson, are you a man or a boil?

        More laughter.  All eyes are on Todd.  He visibly tenses all 
        over.  He cannot bring himself to speak.  He shakes his head 
        jerkily "no.'.  Meeks raises his hands and speaks:

                                MEEKS
                 The hoi polloi.  Doesn't it mean the 
                 herd?

                                KEATING
                 Precisely, Meeks. Greek for the herd. 
                 However, be warned that, when you say 
                 "the hoi polloi" you are actually saying 
                 the the herd.  Indicating that you too 
                 are "hoi polloi."

        Keating grins wryly.  Meeks smiles.  More chuckles.  Keating 
        paces to the back of the room.

                                KEATING (CONT'D)
                 Now, many will argue that nineteenth--
                 century literature has nothing to do with 
                 business school or medical school.  They 
                 think we should I read our Field and 
                 Pipple, learn our rhyme and meter, and 
                 quietly go about it our business of 
                 achieving other ambitions.

        He slams his hand on the wall behind him.  The wall booms 
        like a drum.  The boys jump and turn around.

                                KEATING (CONT'D)
                        (defiant whisper)
                 Well, I say drivel!  One reads poetry 
                 because he is a member of the human race 
                 and the human race is filled with 
                 passion!  Medicine, Law, Banking-these 
                 are necessary to sustain life-but poetry, 
                 romance, love, beauty!  These are what we 
                 stay alive for.  I read from Whitman.
                 Oh me, Oh life of the questions of these 
                 recurring.  OF the endless trains of the 
                 faithless of cities filled with the 
                 foolish... skipping... What good amid these O 
                 me, O life?  Answer: That you are here-
                 That life exists and identity That the 
                 powerful play goes on, and you may 
                 contribute a verse."

        Keating pauses.  The class sits, taking this in.

                                KEATING (CONT'D)
                        (awestruck tone)
                 "That the powerful play goes on, and you 
                 may contribute a verse."  Incredible.
                        (pause)
        Poetry is rapture, lads.  Without it we are doomed.
        Keating waits a long moment. 

                                KEATING (CONT'D)

                 What will your verse be?

        CLOSE ON the faces of NEIL, KNOX, CHARLIE, MEEKS, CHAMERON, 
        PITTS, and TODD as they contemplate this question.  Softly, 
        Keating breaks the mood:

                                KEATING (CONT'D)

                 Let's open our textbooks to page sixty 
                 and learn about Wordsworth notion of 
                 romanticism...

25      INT. THE WELTON DINING ROOM - DAY                              25

        On the dais in the front of the room is the teacher's dining 
        table.  Below them are the students' tables.  Mr. McAllister 
        sits to Keating's right.

                                McALLISTER
                 Quite an interesting class you had 
                 today, Mr. Keating.

                                KEATING
                 Sorry if I shocked you.

McALLISTER
                 No need to apologize.  It was quite 
                 fascinating, misguided though it was.

                                KEATING
                 You heard it all?

                                McALLISTER
                 You're hardly a Trappist monk.

        McAllister smiles.  So does Keating.

                                McALLISTER (CONT'D)
                 You take a big risk encouraging them to 
                 be artists, John.  When they realize 
                 they're not  Rembrants or Shakespeares or 
                 Picassos, they'll hate you for it.

                                KEATING
                 Not artists, George, free thinkers.  And 
                 I hardly pegged you as a cynic.

                                McALLISTER
                 A cynic?  A realist!  Show me the heart 
                 unfettered by foolish dreams and I'll 
                 show you a happy man. 

        He chews a bite.

                                McALLISTER (CONT'D)
                 But I will enjoy listening to your 
                 lectures

        Keating grins with amusement

        ANOTHER ANGLE - THE DINNING ROOM - SAME

        Todd, Knox, Charlie, Cameron, Pitts, and Meeks sit at a table 
        eating.  Neil enters and joins them.

                                NEIL
                 I found his senior annual in the 
                 library.

        Neil opens the annual and reads.

                                NEIL (CONT'D)
                 Captain of the soccer team, editor of 
                 the annual, Cambridge bound, Man most 
                 likely to do anything, Thigh man, Dead 
                 Poets Society.  

        Hands grab the old annual away from Neil.

                                CHARLIE
                 Thigh man?  Mr. "K" was a hell raiser.

                                KNOX
                 What is the Dead Poets Society?

                                MEEKS
                 Any group pictures in the annual?

                                NEIL
                 Nothing.  No mention of it. 

                                CHARLIE
                 Nolan.

        Mr. Nolan approaches the boys' table.  Under the table, 
        Cameron insistently hands the annual to Todd.  Todd looks at 
        Cameron, then takes it.  

                                NOLAN
        Enjoying your classes, Mr. Perry?

                                NEIL
                 Yes sir.  Very much.

                                NOLAN
                 And our Mr. Keating.  Finding him 
                 interesting, boys?

                                CHARLIE
                 Yes sir.  We were just talking about 
                 that. 

                                NOLAN
                 Good.  We're very excited about him.  He 
                 was a Rhodes Scholar, you know. 

        Nolan exits.  Todd looks at the annual that he hides in his 
        lap under the table, then continues eating. 

29      EXT. THE CAMPUS - LATER                                        29

        Keating walks across the school lawn wearing his sport coat 
        and a scarf, carrying his books.  Pitts, Neil, Cameron, Knox, 
        Charlie, Meeks and Todd approach him. 

                                NEIL
                 Mr. Keating? Sir? Oh Captain My Captain.  
                        (Keating stops)  
                 What was the Dead Poets Society?

                                KEATING
                 Ah, so you boy's have been snooping.

                                NEIL
                 I was just looking in an old annual and...

                                KEATING
                 Nothing wrong with research.

        The boys wait for more.

                                NEIL
                 But what was it?

        Keating checks around to be sure they are unwatched.

                                KEATING
                 The Dead Poets was a secret 
                 organization. I don't know how the 
                 present administration would look upon it 
                 but I doubt the reaction would be 
                 favorable. Can you keep a secret?

        An instant sea of nods.

                                KEATING
                 The Dead Poets Society was dedicating to 
                 sucking the marrow out of life.  That 
                 phrase is by Thoreau and was invoked at 
                 every meeting.  A small group of us would 
                 meet at a cave and there we would take 
                 turns reading Shelley, Thoreau, Whitman, 
                 our own verse-any number of poets-and, in 
                 the enchantment of the moment, let them 
                 work their magic on us.  

                                KNOX
                 You mean it was a bunch of guys sitting 
                 around reading poetry?

                                KEATING
                        (amused)
                 Both sexes participated, Mr. Overstreet. 
                 And, believe me, we did not simply read, 
                 we let it drip from our tongues like 
                 honey.  Women swooned, spirits soared... 
                 Gods were created, gentlemen. 

        The boys think a minute. 

                                NEIL
                 What did the name mean.  Did you only 
                 read dead poets.  

                                KEATING
                 All poetry was acceptable.  The name 
                 simply referred to the fact, that to join 
                 the organization, you had to be dead.

                                SEVERAL
                 What?

                                KEATING
                 Full membership required a lifetime of 
                 apprenticeship.  The living were simply 
                 pledges.  Alas, even I am still a lowly 
                 initiate.

        The boys don't quite know what to say.

                                KEATING (CONT'D)
                 The last meeting must have been 25 years 
                 ago.  Hasn't been another since.

        Keating exits.  The boys stand watching.  Neil turns to them.

                                NEIL
                 I say we go tonight.  Everybody in?

                                PITTS
                 Where is this cave he's talking about?

                                NEIL
                 Beyond the stream.  I think I know.

                                PITTS
                 That's miles.

                                CAMERON
                 Sounds boring to me.

                                CHARLIE
                 Don't come.

                                CAMERON
                 You know how many demerits we're 
                 talking?

                                CHARLIE
                 So don't goddam come!  Please.

                                CAMERON
                 All I'm saying is we have to be careful.  
                 We can't get caught.

                                CHARLIE
                        (sarcastic)
                 Well, no shit, Sherlock

                                NEIL
                 Who's in?

                                CHARLIE
                 I'm in.

        Neil looks at Knox, Pitts, and Weeks.

                                PITTS
                 Well...

                                CHARLIE
                 Oh come on, Pitts...

                                MEEKS
                 His grades are hurting, Charlie.

                                NEIL
                 Then you can help him.

                                PITTS
                 What is this, a midnight study group?

                                NEIL
                 Forget it, Pitts, you're coming.  Meeks, 
                 your grades hurting too?

        Laughter.

                                MEEKS
                 All right.  I'll try anything once. 

                                CHARLIE
                 Except sex.

        More laughter.  Meeks blushes.

                                CAMERON
                 I'm in as long as we're careful.

                                CHARLIE
                 Knox?

                                KNOX
                 I don't know.  I don't get it.

                                CHARLIE
                 Come on.  It'll help you get Chris.

                                KNOX
                 It will?  How do you figure?

                                CHARLIE
                 Women swoon!

                                KNOX
                 But why?

        The group walk off.  Knox holds, then follows,

                                KNOX (CONT'D)
                 Why do they swoon?!  Charlie, tell me 
                 why they swoon!

        Knox moves off after the others.  Todd remains behind. No one 
        asked Todd and he moves off by himself.

30      INT. THE STUDY HALL - LATE AFTERNOON                           30

        Students study.  Neil sits near Todd.

                                NEIL
                        (hushed voice)
                 Listen, I'm inviting you.  You can't 
                 expect everybody to think of you all the 
                 time.  Nobody knows you.

                                TODD

                 Thanks but it's not a question of that.

                                NEIL
                 What is it then?

                                TODD
                 I... I just don't want to come.

                                NEIL
                 But why?  Don't you understand what 
                 Keating is saying?  Don't you want to do 
                 something about it?

                                TODD
                 Yes.  But

                                NEIL
                 Put what?  Goddamn it, tell me.

                                TODD
                 I don't want to read.

                                NEIL
                 What?

                                TODD
                 Keating said everybody took turns 
                 reading.  I don't want to do it.

                                NEIL
                 God, you really have a problem, don't 
                 you?  How can it hurt you to read?  I 
                 mean isn't that what this is all about? 
                 Expressing yourself?

31      INT. THE DORM - LATE NIGHT                                     31

        Old Dr. Hager, the resident dorm marshal, putters in his 
        room, door ajar, making tea.  Neil, Charlie, Knox, Meeks, 
        Pitts, Cameron, and Todd sneak silently past his door and out.

32      EXT. THE WELTON CAMPUS - NIGHT                                 32

        The school hunting dog comes up and growls at the boys. Pitts 
        slips the dog a piece of food and it goes away.

33      EXT. THE SCHOOL GROUNDS - NIGHT                                33

        The stars are out and the wind is blowing.  A SERIES of SHOTS 
        show the boys crossing the campus.  They reach a stone wall 
        with an old iron gate that is chained shut.  The boys squeeze 
        through the gate and disappear into the woods beyond.

34      EXT. THE WELTON WOODS AND STREAM - NIGHT                       34

        The boys make their way through the eerie forest searching 
        for the cave.  They reach the bank of the stream and begin 
        looking for an appropriate spot amongst the tree roots and 
        erosion.  Charlie suddenly looms out of the cave entrance.

                                CHARLIE
                 Yaa, I'm a dead poet!

                                MEEKS
                        (frightened)
                 Ahh!
                        (then recovering)
                 Eat it, Dalton!

                                CHARLIE
                 This is it.

                                                      SHORT DISSOLVE TO:

34A     INT. THE CAVE - A BIT LATER                                   34A

        A newly lit fire comes to life  The boys huddle around the 
        flames.

                                NEIL
                 I hereby reconvene the Welton Chapter of 
                 the Dead Poets Society.  These meetings 
                 will be conducted by myself and by the 
                 rest of the new initiates now present. 
                 Todd Anderson, because he prefers not to 
                 read, will keep minutes of the meetings.

        Todd is unhappy with this role but he tries not to show it.

                                NEIL (CONT'D)
                 I will now read the traditional opening 
                 message from society member Henry David 
                 Thoreau.

        Neil opens Keating's copy of Thoreau's Walden, and reads.

                                NEIL (CONT'D)
                 I went to the woods because I wanted to 
                 live deliberately."
                        (skips thru the text)
                 I wanted to live deep and suck out all 
                 the marrow of life!"

                                CHARLIE
                 All right.  I'll second that.

                                NEIL
                 To put the rout all that was not life.
                        (skips thru the text)
                 And not, when I came to die, discover 
                 that I had not lived.  Pledge Overstreet.

        Knox steps up.  Neil hands him Walden.  Knox flips thru the 
        book until he finds another underlined passage.  He reads.

                                KNOX
                 The millions are awake enough for 
                 Physical labor; but only one in a million 
                 is awake enough for effective 
                 intellectual exertion, only one in a 
                 hundred millions to a poetic or divine 
                 life.  To be awake is to be alive.

                                CHARLIE
                 Hey, this is great.

        Knox hands the bock to Cameron.  Cameron reads.

                                CAMERON
                 If one advances confidently in the 
                 direction of his dreams and endeavors to 
                 live the life which he has imagined, he 
                 will meet with a success unexpected in 
                 common hours.

                                KNOX
                 Yes!  I want success with Chris!

        Cameron hands the book to Todd.  Todd holds the book, frozen. 
        Before the others notice Todd's fear, Neil takes the book from 
        Todd and hands it to Meeks.

                                MEEKS
                 If you have built castles in the air, 
                 your work need not be lost.  That is 
                 where they should be.  Now put 
                 foundations under them.

                                NEIL
                 God, I want to do everything!  I'm going 
                 to explode.

        Neil looks imbued with the desire to break out of his mold. 
        He slams the palms of his hands together with an expression of 
        determination.  Charlie opens a book he brought and flips 
        through it.

                                CHARLIE
                 Listen to this: Out of the night that 
                 covers me, Black as the Pit from pole to 
                 pole, I thank whatever gods may be for my 
                 unconquerable soul!"

        PULL BACK from this small band of boys standing huddled in 
        the night.  Something is swirling their heads, something alive 
        and exciting like the wind and the swaying trees that surround 
        them.  Charlie raises his hands in the air.

                                CHARLIE (CONT'D)
                 I here and now commit myself to daring!

                                                             DISSOLVE TO:

35      INT. KEATING'S CLASSROOM - DAY                                 35

                                KEATING
                 So avoid using the word 'very' because 
                 it's lazy.  A man is not very tired, he 
                 is exhausted.  Don't use very sad, use 
                 morose.  Language was invented for one 
                 reason, boys--to woo women--and, in that 
                 endeavor, laziness will not do.  It also 
                 won't do in your essays.

        The class laughs appreciatively.  Keating closes his book, 
        then walks over and raises a map that covers the blackboard in 
        the front of the room.  On the board is a quote, which Keating 
        reads aloud:

                                KEATING (CONT'D)
                 Creeds and schools in abeyance   I 
                 permit to speak at every hazard, Nature 
                 without check, with original energy. -- 
                 Walt Whitman.  Ah, but the difficulty of 
                 ignoring those creeds and schools, 
                 conditioned as we are by our parents, our 
                 traditions, by the modern age.  How do 
                 we, like Whitman, permit our own true 
                 natures to speak?  How do we strip 
                 ourselves of prejudices, habits, 
                 influences?  The answer, my dear lads, is 
                 that we must constantly endeavor to find 
                 a new point of view.

        He leaps onto his desk.

                                KEATING (CONT'D)
                 Why do I stand here?  To feel taller 
                 than you?  I stand on my desk to remind 
                 myself that we must constantly force 
                 ourselves to look at things differently.  
                 The world looks different from up here.  
                 If you don't believe it, stand up here 
                 and try it.  All of you.  Take turns.

        Keating jumps off.  The boys, with the notable exception of 
        Todd, go to the front of the room and a few at a time take 
        turns standing on Keating's desk.  As they do, Keating strolls 
        up and down the aisles.

                                KEATING (CONT'D)
                 Try never to think about anything the 
                 same way twice.  If you're sure about 
                 something, force yourself to think about 
                 it another way, even if you know it's 
                 wrong or silly.  When you read, don't 
                 consider only what the author thinks, but 
                 take the time to consider what you think. 
                 You must strive to find your own voice, 
                 boys, and the longer you wait to begin, 
                 the less likely you are to find it at 
                 all.  Thoreau said, "Most men lead lives 
                 of quiet desperation."  I ask, why be 
                 resigned to that?  Risk walking new 
                 ground.  Now.  A flame in your hearts 
                 could change the world, lads.  Nurture
                 it.

        Keating goes to the door.  He locks at the class, then 
        flashes the room lights on and off over and over.  He makes a 
        noise like crashing thunder.

                                KEATING (CONT'D)
                 In addition to your essays, I want you 
                 each to write a poem--something your own 
                 to be delivered aloud in class.  See
                 you Monday.

        He exits.  Momentarily, he pops his head back in.

                                KEATING (CONT'D)
                        (impish grin)
                 And don't think I don't know this 
                 assignment scares you to death, Mr. 
                 Anderson, you mole.

        Keating holds out his hands and pretends he is sending 
        lightning bolts at Todd.  The class laughs.  Todd forces a 
        hint of a smile.

A36     INT./EXT. WELTON CAMPUS, AFTERNOON - VARIOUS LOCATIONS        A36

        Pitts and Meeks climb up the inside of the bell tower that 
        sits atop the Welton Chapel.  They affix Pitts' crystal radio 
        antenna to the chapel cross.  momentarily, they tune in a 
        fuzzy rock 'n roll station.

                                PITTS
                 Radio Free America.

        They try to tune in the music but it soon dissolves into 
        static.  They jiggle the radio in frustration.

36                                                                     36

        Some of the Welton students run on the green, kicking soccer 
        balls.

37                                                                     37

        Down at the lake, the Welton crew team is practicing.  Mr. 
        Nolan sits in a rowboat, smoking a pipe, watching.

38                                                                     38

        Knox rides down a wooded lane on his bike.  He comes to 
        RIDGEWAY HIGH SCHOOL.  Beyond a fence, uniformed boys practice 
        football.  Not far from them, cheerleaders practice.  Knox 
        stops.  He sees:

        Among the cheerleaders is Chris.  She laughs as she practices 
        the cheers with the other girls.  Knox watches her with 
        intense longing in his eyes.

        Chet Danburry catches a pass in front of Chris, struts for 
        her amusement, then moves on.  Chris laughs.

        Knox gets back on his bike and pedals away

39      INT. TODD AND NEIL'S ROOM - AFTERNOON                          39

        Todd sits at his bed, a pad of paper beside him.  He starts 
        to write something, scratches it out, then covers his face in 
        frustration.  The door opens.  Neil enters, looking like he's 
        just seen God.  He lets his books fall to his desk.

                                NEIL
                 I've found it. 

                                TODD
                 Found what?

                                NEIL
                 What I want to do!  Right now. What is 
                 really inside of me.

        He hands Todd a piece of paper.  Todd reads it.

                                TODD
                 A Midsummer Night's Dream. What is it?

                                NEIL
                 A play, dummy.

                                TODD
                 I know that.  What's it got to do with 
                 you?

                                NEIL
                 They're putting it on at Henley Hall. 
                 See, open try-outs.

                                TODD
                 So?

                                NEIL
                 So I'm gonna act!  Ever since I can 
                 remember I've wanted to try it.  Last 
                 summer I even tried to go to summer stock 
                 auditions but of course my father 
                 wouldn't let me.

                                TODD
                 And now he will?

                                NEIL
                 Hell no, but that's not the point.  The 
                 point is for the first time in my whole 
                 goddamned life, I know what I want, and 
                 for the first time I'm gonna do it 
                 whether my father wants me to or not! 
                 Carpe diem, goddamn it!

        Neil picks up the play and reads a coupe of lines aloud. They 
        delight him.  He clenches his fists in the air with joy.

                                TODD
                 Neil, how are you gonna be in a play if 
                 your father won't let you?

                                NEIL
                 First I gotta get the part, then I'll 
                 worry about that.

                                TODD
                 Won't he kill you if you don't let him 
                 know you're auditioning?

                                NEIL
                 As far as I'm concerned, he won't have 
                 to know about any of it.

                                TODD
                 Come on, that's impossible.

                                NEIL
                 Horseshit.  Nothing's impossible.

                                TODD
                 Why don't you ask him first?  Maybe 
                 he'll say yes.

                                NEIL
                 That's a laugh.  If I don't ask, at 
                 least I won't be disobeying him.

                                TODD
                 But if he said no before then...

                                NEIL
                 Jesus Christ, whose side are you on?  I 
                 haven't even gotten the part yet.  Can't 
                 I enjoy the idea even for a little while?

        Todd turns back to his work.  Neil sits on the bed and starts 
        reading the play.

                                NEIL (CONT'D)
                 By the way, there's a meeting this 
                 afternoon.  You coming?

                                TODD
                        (blase)
                 I guess.

        Neil puts down his play and looks at Todd.

                                NEIL
                 None of what Mr. Keating has to say 
                 means shit to you, does it?

                                TODD
                 What is that supposed to mean?

                                NEIL
                 Being in the club means being stirred up 
                 by things.  You look about as stirred up 
                 as a cesspool.

                                TODD
                 You want me out...  is that what you're 
                 saying?

                                NEIL
                 No, I want you in.  But being in means 
                 you gotta do something.  Not just say 
                 you're in.

                                TODD
                        (turns angrily)
                 Listen Neil, I appreciate your interest 
                 in me but I'm not like you.  When you say 
                 things, people pay attention.  People 
                 follow you.  I'm not like that.

                                NEIL
                 Why not?  Don't you think you could be?

                                TODD
                 No!  I don't know,  I'll probably never 
                 know.  The point is, there's nothing you 
                 can do about it so butt out, all right?  
                 I can take care of myself just fine.  All 
                 right?

                                NEIL
                 Er  No.

                                TODD
                 No?  What do you mean 'no'?

                                NEIL
                        (shrugs matter-of-factly)
                 No.

        Neil opens his play.  Todd waits for Neil to relent.  He 
        doesn't.

40      OMIT                                                           40

A41     EXT. CAVE - AFTERNOON                                         A41

        The boys enter the cave.

41      INT. THE CAVE - AFTERNOON                                      41

        It is a clear, crisp fall afternoon.  Charlie, Knox, Todd, 
        Necks, Neil, Cameron, and Pitts sit around.  Neil recites from 
        Thoreau.

                                NEIL
                 "I went to the woods because I wished to 
                 live deliberately.  I wanted to live deep 
                 and suck out all the marrow of life."

                                KNOX (moans)
                 God, I want to suck all the marrow out 
                 of Chris.  I'm so in love, I feel like 
                 I'm going to die!

                                NEIL
                 You know what the dead poets would say: 
                 Gather ye rosebuds while ye may...

                                KNOX
                 But she's in love with: the moron son of 
                 my father's best friend.  What would the 
                 dead poets say about that?

        Knox walks away from the group.  Despair is washing over him.

                                CHARLIE
                 I feel like I've never been alive.  For 
                 years I've been risking nothing.  I have 
                 no idea what I am or what I want to do! 
                 Neil, you know you want to act.  Knox 
                 wants Chris.

                                KNOX
                 Needs Chris!  Must have Chris!

                                CHARLIE
                 Meeks, you're the brain here.  What do 
                 the dead poets say about somebody like 
                 me?

                                MEEKS
                 The romantics were passionate 
                 experimenters, Charles.  They dabbled in 
                 many things before settling, if ever.

                                CAMERON
                 There aren't too many places to be an 
                 experimenter at Welton, Meeks.

        Charlie paces a moment, then gets an idea.  He addresses the 
        group.

                                CHARLIE
                 I hereby declare this the Charles Dalton 
                 Cave for Passionate Experimentation.  In 
                 the future, anyone wishing entry must 
                 have permission from me.

                                PITTS
                 Wait a minute, Charlie. This should 
                 belong to the club.

                                CHARLIE
                 It should, but I found it and now I 
                 claim it.  carpe cavern, guys.  Seize the 
                 cave.

        Charlie grins.  The boys look at each other and shake their 
        heads.  Neil heads out.

                                NEIL
                 I gotta get to the tryouts.  Wish me 
                 luck.

                                MEEKS
                 Good luck.

        Neil exits.  Charlie finds a rock and begins carving his name 
        on a wall of the cave.  Pitts shakes his head.

42      EXT. SOCCER FIELD - AFTERNOON                                  42

        Gusts of wind blow across the field.  About 50 boys stand in 
        their sweats, moving around, trying to keep warm.  Among them 
        are Todd, Charlie, Pitts, and Knox who is in a state of 
        lovesick despair.  Keating walks up, carrying same soccer 
        balls under one arm and a case under the other.

                                PITTS
                 Say, look who's the soccer instructor.

                                KEATING
                 Here here, there are quite a few of us 
                 so we have to be quiet if we're to get 
                 anything accomplished.  Who has the roll?

                                SENIOR STUDENT
                 I do, sir.

                                SENIOR STUDENT
        Keating takes the three-page roll and examines it.

                                KEATING
                 Answer "present." please.  Chapman?

                                STUDENT (CHAPMAN)
                 Present.

                                KEATING
                 Perry?  (no answer)  Neil Perry?

        Keating glances at Todd.  Todd doesn't know what to say.

                                KEATING (CONT'D)
                 Hmmmm.  Watson?  (no answer)  Richard 
                 Watson? Absent too, eh?

                                SOMEONE
                 Watson's sick, sir.

                                KEATING
                 Hmm.  Sick indeed.  I suppose I should 
                 give Watson demerits.  But if I give 
                 Watson demerits, I will also have to give 
                 Perry demerits  and I like Perry.

        He crumples the roll up and tosses it away.

                                KEATING (CONT'D)
                 Boys, you don't have to be here if you 
                 don't want to.  Anyone who wants to play, 
                 follow me.

        Keating marches off.  Astonished and delighted by this 
        capriciousness, most of the boys excitedly follow.

43      NEW ANGLE - FAR SOCCER FIELD - LATER                           43

        Most of the boys from earlier sit on the ground.  Keating 
        stands before them.

                                KEATING
                 Devotees may argue that one game or 
                 sport is inherently better than another.  
                 For me the most important thing in all 
                 sport is the way other human beings can 
                 push us to excel.  Plato, a gifted man 
                 like myself, said, "Only the contest made 
                 me a poet, a sophist, an orator."  Each 
                 person take a slip of paper and line up 
                 single file.

        He passes out slips of paper to the curious students.

44      EXT. THE SOCCER FIELD - LATER                                  44

        The boys form a long line.  Todd stands listlessly at the 
        rear.  Ten feet in front of the boy at the head of the line, a 
        soccer ball rests on the ground.

                                KEATING
                 You know what to do... Now go!

        McAllister walks past the soccer field.  He watches in 
        fascination as the boy at the head of the line steps out and 
        reads loudly from his slip of paper.

                                FIRST BOY
                 Oh to struggle against great odds, To 
                 meet enemies undaunted!

        He runs and kicks the ball at the goal, missing.  Keating 
        puts down another ball, then puts a record on a portable 
        record player.  Classical music starts.  The second boy, Knox, 
        steps out.

                                KEATING
                 Rhythm, boy!  Rhythm is important.

                                SECOND BOY (KNOX)
                 To be entirely alone with them, to find 
                 out how much one can stand!

        Knox too runs and kicks the ball. Just before he smashes it 
        with his foot, he yells:  "CHET!" ball. Keating puts down 
        another ball

                                THIRD BOY (MEEKS)
                 To look strife, torture, prison, popular 
                 odium face to face!

        Meeks runs and kicks the ball with great intent.  Next, 
        Charlie steps out and reads.

                                CHARLIE
                 To indeed be a God!

        With determination, Charlie kicks the ball through the goal. 
        McAllister smiles and walks on.

45      OMIT                                                           45

46      INT. NEIL AND TODD'S ROOM - NIGHT                              46

        Todd sits at his desk, a half-composed poem before him. He 
        adds a line, then breaks the pencil in frustration.  He paces, 
        sighs, then picks up another pencil and tries to again.

47      INT. THE DORM HALLWAY - SAME                                   47

        Neil enters, looking stunned.

                                NEIL
                 I got it.  Hey, everybody, I got the 
                 part!  I'm going to play Puck.  Hey, I'm 
                 Puck!

                                VOICE FROM A ROOM
                 Puck you!  Pipe down.

                                CHARLIE AND OTHERS
                 All right, Neil.  Congratulations!

48      INT. NEIL AND TODD'S ROOM - NIGHT                              45

        Neil enters and closes the door.  Incredibly excited, he 
        pulls out an old typewriter and begins to type.  Todd watches.

                                TODD
                 Neil, how are you gonna do this?

                                NEIL
                 Sssh.  That's what I'm taking care of. 
                 They need a letter of permission.

                                TODD
                 From you?

                                NEIL
                 From my father and Nolan.

                                TODD
                 Neil, you're not gonna...

                                NEIL
                 Quiet.  I have to think.

        Neil mumbles lines from the play, giggles to himself, then 
        keeps typing.  Todd shakes his head in disbelief.

49      INT. KEATING'S CLASSROOM - DAY                                 49

        Knox stands before class reading the poem he wrote.

                                KNOX
                 I see a sweetness in her smile
                 Bright light shines from her eyes
                 But life is complete: contentment mine
                 Just knowing that she--

        Knox stops.  He lowers his paper.

                                KNOX
                 I'm sorry.  It's stupid.

        Knox walks back to his seat.

                                KEATING
                 It's fine, Knox.  Good effort.
                        (to the class)
                 What Knox has done demonstrates an 
                 important point, not only in writing 
                 poetry, but in every endeavor.  That is, 
                 deal with the important things in life 
                 love, beauty, truth, justice.

        Keating paces.

                                KEATING (CONT'D)
                 And don't limit poetry to the word. 
                 Poetry can be found in a work of art, 
                 music, a photograph, in the way a meal is 
                 prepared--anything with the stuff of 
                 revelation in it.  It can exist in the 
                 most everyday things but it must never, 
                 never be ordinary  By all means, write 
                 about the sky or a girl's smile but when 
                 you do, let your poetry conjure up 
                 salvation day, doomsday, any day, I don't 
                 care, as long as it enlightens us, 
                 thrills us and--if it's inspired--makes 
                 us feel a bit immortal.

                                MEEKS
                 Oh, Captain, My Captain. Is there poetry 
                 in math?

        Chuckles from the class.

                                KEATING
                 Absolutely, Mr. Dalton, there is 
                 elegance in mathematics.  If everyone 
                 wrote poetry, the planet would starve, 
                 for God's sake.  But there must be 
                 poetry--and we must stop to notice it--in 
                 even the simplest acts of living, or we 
                 will have wasted the truly wonderful 
                 opportunity that life as human beings 
                 offers us.  That said, who wants to 
                 recite next?  Come on.  I'll get to 
                 everyone eventually.

        Keating looks around.  No one volunteers.  Keating grins.

                                KEATING (CONT'D)
                 Look at Mr. Anderson.  In such agony. 
                 Step up, lad, and let's put you out of 
                 your misery.

        All eyes are on Todd.  He is dying inside.  He stands and 
        walks slowly to the front of the class like a condemned man on 
        his way to his execution.

                                KEATING (CONT'D)
                 Todd, have you prepared your poem?

        Todd shakes his head no.

                                KEATING (CONT'D)
                 Mr. Anderson believes that everything he 
                 has inside of him is worthless and 
                 embarrassing.  Correct, Todd?  Isn't that 
                 your fear?

        Todd nods jerkedly yes.

                                KEATING (CONT'D)
                 Then today you will see that what is 
                 inside of you is worth a great deal.

        Keating strides to the blackboard.  Rapidly, he writes:

        "I SOUND MY BARBARIC YAWP? OVER THE ROOFTOPSOF THE WORLD.--
        Walt Whitman

                                KEATING (CONT'D)
                 A yawp, for those who don't know, is a 
                 loud cry or yell.  Todd, I would like you 
                 to give us a demonstration of a barbaric 
                 yawp.

                                TODD
                        (barely audible)
                 A yawp?

                                KEATING
                 A barbaric yawp.

        Keating pauses, then suddenly moves fiercely at Todd.

                                KEATING (CONT'D)
                 Good god, boy! Yell!

                                TODD
                        (frightened)
                 Yawp!

                                KEATING (CONT'D)
                 Again!  Louder!

                                TODD
                 YAWP!

                                KEATING
                 LOUDER!

                                TODD
                 AHHHHHH!

                                KEATING
                 All right!  Very good!  There's a 
                 barbarian in there after all!

        Keating claps.  The class claps too.  Todd, red-faced, swells 
        a bit.

                                KEATING (CONT'D)
                 Todd, there's a picture of Whitman over 
                 the door.  What does he remind you Of? 
                 Quickly, Anderson, don't think about it.

                                TODD
                 A madman.

                                KEATING
                 A madman.  Perhaps he was.  What kind of 
                 madman?  Don't think!  Answer.

                                TODD
                 A crazy madman.

                                KEATING
                 Use your imagination!  First thing that 
                 pops to your mind, even if it's 
                 gibberish!

                                TODD
                 A... A  sweaty-toothed madman.

                                KEATING
                 Now there's the poet speaking!  Close 
                 your eyes and think of the picture. 
                 Describe what you see.  NOW!

                                TODD
                 I... I close my eyes.  His image floats 
                 beside me.

                                KEATING
                        (prompting)
                 A sweaty-toothed madman

                                TODD
                 A sweaty-toothed madman with a stare 
                 that pounds my brain.

                                KEATING
                 Excellent!  Have him act.  Give it 
                 rhythm!

                                TODD
                 His hands reach out and choke me All the 
                 time he mumbles slowly.  Truth... Truth is 
                 like a blanket that always leaves your 
                 feet cold.

        This brings chuckles from the class.  This angers Todd.

                                KEATING
                 To hell with them, most about the 
                 blanket!

        Todd opens his eyes and addresses the class in defiant 
        cadence.

                                TODD
                 Stretch it, pull it, it will never cover 
                 any of us.  Kick at it, beat at it, it 
                 will never be enough-

                                KEATING
                 Don't stop!

                                TODD
                        (struggling, but getting it 
                 out) 
                 From the moment we enter crying to the 
                 moment we leave dying,  It will cover 
                 just your head as you wail and cry and 
                 scream!

        Todd stands still for a long time.  Both he and the students 
        have felt the magic or what has just taken place.  Neil starts 
        applauding.  Others join in.  Todd swells and, for the first 
        time, there is a hint of confidence in him.  The applause 
        stops.  Keating walks to Todd.

                                KEATING
                 Don't forget this.

49A     EXT. THE SOCCER FIELD - DAY                                   49A

        A soccer ball careens off a kicking foot.  Beethoven's Ninth 
        symphony, fourth movement, "Ode To Joy," blares forth. Keating 
        stands on the sidelines beside his portable record player, 
        watching the boys play soccer, waving his arms like an 
        orchestra conductor.  In front of Keating the boys play soccer 
        to this spectacular music.  They run, kick, pass, fall, block, 
        head, dribble, take--all to the overpowering chorus of one of 
        the most inspirational pieces of music ever written.

50A     EXT DEAD POETS CAVE - AFTERNOON                               50A

        Boys enter the cave.

50      INT. DEAD POETS CAVE - AFTERNOON                               50

        Neil hurries in carrying a small, broken statue.  The other 
        pledges of the Dead Poets Society are assembled around 
        Charlie who sits silently cross-legged before them.  His eyes 
        are closed and, in one hand, he holds an old saxophone.

                                NEIL
                 Look at this.

                                PITTS
                 What is it?

                                NEIL
                 The god of the cave.

        The statue has a stake sticking cut of its head with a candle 
        stuck in it.  Neil plants the statue in ground and lights the 
        candle.  It illuminates a red and blue drummer boy, face 
        pitted from exposure, yet noble in its visage.  Charlie, who 
        hasn't moved, clears his throat.  All turn to him and settle
                 in.

                                CHARLIE
                 Gentlemen, "Poetrusic" by Charles 
                 Dalton.

        He blows scattered notes on the saxophone.  Random, blaring, 
        they sound like bad John Cage.  Suddenly Charlie stops.

                                CHARLIE (CONT'D)
                        (trance-like, run-on 
                 delivery) 
                 Laughing, crying, tumbling, mumbling, 
                 gotta do more.  Gotta be more

        He plays more notes on the sax, then:

                                CHARLIE (CONT'D)
                        (more rapid than before) 
                 Chaos screaming, chaos dreaming, crying, 
                 flying, gotta be more!!  Gotta be more!!

        Charlie plays a simple but absolutely gorgeous melody.  The 
        skeptical looks on the faces of the boys disappear.  As 
        Charlie gets lost in the music, so do the others.  The melody 
        ends with a long, beautiful, haunting note.

                                NEIL
                 Charlie, That was great!  Where did you 
                 learn to play like that?

                                CHARLIE
                 My parents made me take clarinet but I 
                 hated it.
                        (putting on a mock British 
                 accent) 
        The sax is more sonorous.

        Knox stands.  He backs away, full of torment and frustration.

                                KNOX
                 God, I can't take it anymore!  If I 
                 don't have Chris, I'll kill myself.

                                CHARLIE
                 Knox, you gotta calm down.

                                KNOX
                 No, I've been calm all my life!  If I 
                 don't do something, it's gonna kill me.

                                NEIL
                 Where are you going?

                                KNOX
                 I'm calling her!

51      INT. THE DORM PHONE ROOM - LATER                               51

        All of the boys stand around.  Knox picks up the phone, 
        boldly dials some numbers, then waits.

52      INT. CHRIS' HOUSE - AFTERNOON                                  52

        Chris is in wet hair and a damp towel, but she looks 
        stunning.  She enters and answers the phone.

                                CHRIS
                 Hello?

53      INT. THE DORM PHONE ROOM/STAIRWELL - AFTERNOON                 53

        Knox hears Chris' voice.  He starts to speak, then hangs up 
        the phone.

                                KNOX
                 She's gonna hate me!  The Danburrys will 
                 hate me.  My parents will kill me!

        He looks at the faces of the others.  No one says a word.

                                KNOX (CONT'D)
                 All right, goddamn it, you're right!  
                 'Carpe diem' even if it kills me.

        He picks up the phone and dials again.

54      INT. CHRIS~ HOUSE - SAME                                       54

        Again the phone rings.  Again Chris enters and answers. 

                                CHRIS
                 Hello?

55      INT. THE DORM - SAME                                           55

                                KNOX
                 Hello Chris, this is Knox Overstreet.

56      INT. CHRIS' HOUSE - SAME                                       56

                                CHRIS
                 Knox.  Oh yes, Knox.  I'm glad you 
                 called.

57 INT. THE DORM - SAME

                                KNOX
                 You are?
                        (excitedly to his friends)
                 She's glad I called!

58      INT. CHRIS' HOUSE - SAME                                       58

                 I wanted to call you but I didn't have 
                 the number.  Chet's parents are going out 
                 of town this weekend so Chet's having a 
                 party.  Would you like to come?

59      INT. THE DORM - SAME                                           59

                                KNOX
                 Well, sure!

60      INT. CHRIS' HOUSE - SAME                                       60

                                CHRIS
                 Chet's parents don't know about it, so 
                 please keep it quiet.  But you can bring 
                 someone if you like.

61      INT. DORM - SAME                                               61

                                KNOX
                 I'll be there.  The Danburrys.  Friday 
                 night.  Thank you, Chris.

        He hangs up the phone.  He is thunderstruck.  He lets out a 
        yelp.

                                KNOX (CONT'D)
                 Can you believe it?  She was gonna call 
                 me!  She invited me to a party with her!

                                CHARLIE
                 At Chet Danburry's house.

                                KNOX
                 Yeah.

                                CHARLIE
                 Well?

                                KNOX
                 So?

                                CHARLIE
                 So you really think she means you're 
                 going with her?

                                KNOX
                 Well hell no, Charlie, but that's not 
                 the point.  That's not the point at all!

                                CHARLIE
                 What is the point?

                                KNOX
                 The point is she was thinking about me! 
                 I've only met her once and already she's 
                 thinking about me.  Damn it, it's gonna 
                 happen!  I feel it.  She's going to be 
                 mine!

        He exits the phone room, his head in a cloud.  The others 
        look at each other, not sure what to think.

62      EXT. THE HENDLY HALL AUDITOMUM - DAY                           62

        The buildings at this school are white brick.  Neil parks his 
        bicycle and enters the auditorium.

63      INT. THE AUDITORIUM STAGE - LATER                              63

        High school actors are on stage rehearsing Shakespeare's "A 
        Midsummer Night's Dream."  Neil stands center stage, playing 
        Puck.  He holds a stick with a bell accoutered jester's head 
        on one end of it.

                                NEIL (AS PUCK)
                 Yet but three?  Come one more.
                 Two of both kinds makes up four.
                 Here she comes, curst and sad.
                 Cupid is a knavish lad
                 Thus to make poor females mad.

        Enter Ginny Danburry playing Hermia, crawling on stage, 
        looking exhausted.  As she starts her lines, the DIRECTOR of 
        the play, a woman in her 40s, interrupts.

                                DIRECTOR
                 Good, Neil.  I really get the feeling 
                 your Puck knows he's in charge.  Remember 
                 that he takes great delight in what he's 
                 doing.

                                NEIL
                        (broadly, boldly impish) 
                 Cupid is a knavish lad Thus to make poor 
                 females mad!"

                                DIRECTOR
                 Excellent.  Continue, Ginny.

        As Ginny re-enters and starts her lines-

                                GINNY (AS HERMIA)
                 Never so weary, never so in woe, 
                 Bedabbled with the dew, and torn with 
                 briars I can no further crawl, no further 
                 go."

64      EXT. THLE WELTON DORMS - NIGHT                                 64

        Neil rides up on his bike and parks it.  As he starts into 
        the dorm, he spots a figure sitting motionless on a wall.

                                NEIL
                 Todd?

        Neil walks over to get a better look.  It is Todd, sitting in 
        the dark without a coat.

                                NEIL (CONT'D)
                 What's going on?

        Todd doesn't answer.

                                NEIL (CONT'D)
                 Todd, what's the matter?

                                TODD
                 It's my birthday.

                                NEIL
                 It is?  Happy Birthday.  You get 
                 anything?

        Todd is motionless.  Then he points to a box.  Neil looks. In 
        the box seems to be the monogrammed desk set that we've seen 
        on Todd's desk.

                                NEIL (CONT'D)
                 This is your desk set. 
                        (pause)
                 I don't get it.

                                TODD
                 They gave me the exact same thing as 
                 last year!

                                NEIL
                 Oh..

                                TODD
                 Oh.
                        (mocking)

        Long pause.

                                NEIL
                 Well, maybe they thought you'd need 
                 another one.  Maybe they thought...

                                TODD
                 Maybe they don't think at all unless 
                 it's about my brother!  His birthday's 
                 always a big to-do.
                        (pause: looks at the desk 
                 set)
                 The stupid thing is, I didn't even like 
                 the first one.

        He puts the desk set down.

                                NEIL
                 Look, Todd, you're obviously under-
                 estimating the value of this desk set.

                                TODD
                 what?

                                NEIL
                 I mean, this is one special gift!  Who 
                 would want a football or a baseball bat 
                 or a car when they could get a desk set 
                 as wonderful as this one!

                                TODD
                 Yeah!  And just look at this ruler!

        They laugh.  A silence falls.

                                TODD (CONT'D)
                        (thoughtful)
                 You know what Dad called me when I was 
                 growing up?  "Five ninty-eight."  That's 
                 what all the chemicals in the human body 
                 would be worth if you bottled them raw 
                 and sold them.  He told me that was all 
                 I'd ever be worth unless I worked every 
                 day to improve myself.  "Five ninety-
                 eight."

        Neil shakes his head.

                                TODD (CONT'D)
                 When I was little, I thought all parents 
                 automatically loved their kids.  That's 
                 what my teachers told me.  That's what I 
                 read in the books they gave me.  That's 
                 what I believed.  Well, my parents might 
                 have loved my brother but they did not 
                 love me.

        He takes a deep, anguished breath.  Neil is groping for 
        something to say.  Todd walks into the dorm.

65      EXT. A WELTON BRICK COURTYARD - DAY                            65

        The class pours into the courtyard expectantly.  Another 
        Keating stunt?  Keating addresses them.

                                KEATING
                 People, I am delighted with your 
                 progress as reflected in your essays and 
                 poems. However, I know the school policy 
                 is to encourage study groups and I 
                 believe that a dangerous though 
                 inevitable element of conformity has been 
                 seeping into your work.  Misters Pitts, 
                 Cameron, Overstreet, and Chapman line up 
                 please over here.

        Keating indicates for the four boys to stand near him.

                                KEATING (CONT'D)
                 On the count of four, begin walking 
                 together around the courtyard.  Nothing 
                 to think about.  No grade here.  One, 
                 two, three, go.

        The boys begin walking.  They go down one side of the 
        courtyard, across the back, up the other side, then across the 
        front.

                                KEATING (CONT'D)
                 That's the way.  Please continue.

        As the boys walk around the courtyard again, they begin to 
        walk together in step.  Soon it becomes like a march, 
        producing a one-two-three-four cadence.  Keating begins to 
        clap.

                                KEATING (CONT'D)
                 There it is  Hear it? 
                        (clapping louder in time)
                 One two, one two, one two, one two

        ANGLE THROUGH A WINDOW

        McAllister sits in his empty classroom, reading a book.  He 
        sees the commotion in the courtyard and watches.

        ANGLE FROM ABOVE

        The marching boys get into it.  The class joins in clapping. 
        Soon the tour boys are marching vigorously to the rhythmic 
        clapping of the entire class.

        NEW ANGLE

        Inside his second-story office, Nolan is looking out his 
        window at the marching boys below.

        ANGLE ON KEATING

                                KEATING (CONT'D)
                 All right, stop.  You way have noticed 
                 how at the beginning Mister  Overstreet 
                 and Pitts: seemed to have a different 
                 stride than the others, but soon they 
                 were all walking in the same cadence.  
                 Our encouragement made it even more 
                 marked. Now this experiment was not to 
                 single out Pitts or Overstreet.  What it 
                 demonstrates is how difficult it is for 
                 any of us to listen to our own voice or 
                 maintain our own beliefs in the presence 
                 of others.  If any of you believe you 
                 would have marched differently, then ask 
                 yourself why you participated in the 
                 clapping.  Lads, there is a great need in 
                 all of us to be accepted.  However, that 
                 need can be like a nasty current, 
                 whisking us away unless we're strong and 
                 determined swimmers.  Don't insist on the 
                 separate path simply to be different or 
                 contrary, but trust what is unique about 
                 yourselves even if it's odd or unpopular.  
                 As Mr. Robert Frost said, "Two roads 
                 diverged in a wood, and I... I took the one 
                 less traveled by, And that has made all 
                 the difference."

        A bell rings, signifying the end of class.  Keating walks 
        off.

        ANGLE ON NOLAN IN HIS OFFICE

        Nolan moves away from the window.

ANGLE ON McALLISTER IN HIS CLASSROOM

        Amused at Keating's antics, he turns back to his book.

66      INT. ENTRANCE TO THE DEAD POETS CAVE - NIGHT                   66

        Todd. Neil, Cameron, Pitts, and Meeks sit around.  A fog has 
        moved in and the trees sway in the breeze.

                                MEEKS
                 where's Knox?

                                PITTS
                 Getting ready for that party.

                                CAMERON
                 What about Charlie?  He's the one who 
                 insisted on this meeting.

                                NEIL
                 I went to the woods because I wanted to 
                 live deliberately.  To live deep and suck 
                 out all the marrow of life-~

        In the woods there is a noise the sound of girls' laughter.

                                GIRL'S VOICE
                 I can't see a thing.

                                CHARLIE'S VOICE
                 It's just over here.

        Charlie and TWO GIRLS arrive at the cave.  One is pretty, the 
        other is plain.  The girls are about 20, blonde, beers in 
        their hands.  They aren't the type to be seriously interested 
        in Charlie or the other boys.  They're just here for a good 
        time.

                                CHARLIE
                 Hey guys, meet Gloria and...

                                PLAIN GIRL (TINA)
                 Tina.

                                CHARLIE
                 Tina and Gloria, this is the pledge 
                 class of the Dead Poets society.

                                GLORIA
                 It's such a strange name!  Won't you 
                 tell us what it means?

                                CHARLIE
                 I told you, that's a secret.

                                GLORIA
                 Isn't he precious?

        Gloria gives Charlie an affectionate hug.  The other members 
        or the club are flabbergasted.  These girls are wild, exotic 
        creatures, the kind whose unashamed love of men causes young 
        boys' hearts to come to rest in young boys' 

        The girls giggle.

                                TINA
                 I can't call you Charlie anymore? 
                        (Puts her arm around 
                 Charlie)
                 What does Numama mean, honey?

                                CHARLIE
                 It's Nuwanda, and I made it up.

                                GLORIA
                 I'm cold.

        Charlie puts his arm around Gloria.

                                MEEKS
                 Let's build a fire.

        Charlie shoots Meeks a look.  As the boys move off to gather 
        wood, Charlie scrapes some mud off the wall of the cave and 
        wipes it on his face like an Indian brave.  Me shoots Gloria 
        his sexiest stare, then goes off with the other boys.  The 
        girls whisper and giggle together.

67      EXT. THE DANBURRY HOUSE - NIGHT                                67

        Knox parks his bicycle along the side of the house.  He takes 
        off his overcoat, and stuffs it in the bike saddle bag.  He 
        straightens his tie, then goes to the front door.  He knocks. 
        He can hear music inside.  He knocks again.  Finally, since no 
        one comes to the door, Knox opens it.

68      INT. THE DANBURRY HOUSE - SAME                                 68

        Knox enters.  "Open the Door to Your Heart" by Darrell Banks 
        is playing on the Hi-Fi.  On the entrance hall couch is a 
        couple, making out like crazy.  Up and down the stairs are 
        other couples doing the same.  Knox stands there, not knowing 
        what to do.  Momentarily, Chris walks through, her hair an 
        uncombed mass.

                                KNOX
                 Chris!

        Chris turns and sees Knox.

                                CHRIS
                 Oh, hi.  I'm glad you made it.  Did you 
                 bring anybody?

                                KNOX
                 No.

                                CHRIS
                 Ginny Danburry's here.  Look for her.

                                KNOX
                 But, Chris...

                                CHRIS
                 I gotta find Chet.  Make yourself at 
                 home.

        She exits.  Knox watches her.  He slumps in dejection.

69      EXT. THE WOODS AROUND THE CAVE                                 69

        Charlie is gathering wood.  Neil, Pitts, Todd and the other 
        boys surround him.

                                NEIL
                 Charlie...

                                CHARLIE
                 It's Nuwanda.

                                NEIL
                 Nuwanda, what is going on?

                                CHARLIE
                 Nothing, unless you object to having 
                 girls here.

                                PITTS
                 Well, of course not.  It's just that...   
                 You could have warned us.

                                CHARLIE
                 I thought I'd be spontaneous.  I mean, 
                 that's the point of this whole thing, 
                 isn't it?

                                NEIL
                 Where'd you find them?

                                CHARLIE
                 They were walking along the fence past 
                 the soccer field.  Said they were curious 
                 about the school so I invited them to the 
                 meeting.

                                CAMERON
                 Do they go to Henley Hall?

                                CHARLIE
                 I don't think they're in school.

                                CAMERON
                 They're townies?!

                                CHARLIE
                 Cameron, what is the matter with you. 
                 You act like they're your mother or 
                 something.  You afraid of them?

                                CAMERON
                 Hell no, I'm not afraid of them just, if 
                 we get caught with them, we're dead.

                                GLORIA (O.S.}
                 Say, what's going on out there?

                                CHARLIE
                 Just gathering wood.
                        (low, to Cameron)
                 You just keep your mouth shut, jerkoff, 
                 and there's nothing to worry about.

                                CAMERON
                 Watch who you call a jerkoff.

                                NEIL
                 Oh calm down, Cameron.

        Charlie gives Cameron an expression of mock fear, then heads 
        off.  The others follow.  Cameron watches Charlie and Neil for 
        a moment, then walks after them.

70      INT. THE DANBURRY PANTRY - NIGHT                               70

        Knox, looking suicidal, wanders through the crowded party and 
        ends up in the pantry.  Kids stand talking.  A couple in the 
        corner is involved in a long kiss.  His hand keeps wandering 
        to her knee and her hand keeps pushing his away, yet the kiss 
        never breaks.  This happens over and over through the entire 
        next scene.

        Ginny Danburry is in the corner and she and Knox exchange 
        smiles.  At the sink a guy stands making bourbon and Cokes. 
        The guy eyes Knox.

                                GUY
                 You Mutt Sanders' brother?

        Knox shakes his head no.

                                GUY (CONT'D)
                 Bubba...

        BUBBA is a big, drunk jock leaning on the refrigerator.

                                GUY (CONT'D)
                 This guy