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 look like Mutt Sanders?

                                BUBBA
                 You his brother?

                                KNOX
                 No relation.  Never heard of him.  
                 Sorry.

                                BUBBA
                 Say Steve, where's your manners?  Here's 
                 Mutt's brother and you don't offer him a 
                 drink? Want some bourbon?

                                KNOX
                 Actually I don't

        Steve puts a glass in Knox's hand and fills it with bourbon, 
        adding only a hint of Coke.  Bubba clinks the glass with him.

                                BUBBA
                 To Mutt.

                                STEVE
                 To Mutt.

                                KNOX
                 To Mutt.

        Bubba and Steve drain their glasses.  Knox follows their 
        lead, then bursts into a coughing fit.  Steve pours everyone 
        more bourbon.

                                BUBBA
                 So what the hell's Mutt been up to?

                                KNOX
                        (coughing fitfully)
                 Actually I don't really know Mutt.

                                BUBBA
                        (toasting)
                 To fucking Mutt.

                                STEVE
                 To fucking Mutt. 

                                KNOX
                 Fucking Mutt

        They drain their glasses again.  Knox continues coughing.

                                BUBBA
                 Well, I'd better find Patsy.
                        (slaps Knox on the back)
                 Say hello to Mutt for me.

                                KNOX
                 Will do.

        Knox and Ginny exchange knowing smiles.  Bubba leaves Knox, 
        who is still coughing.  Ginny wanders out.  Steve pours him 
        and Knox more bourbon.

71      INT. THE CAVE - NIGHT                                          71

        The boys have lit a fire and the girls are warming their 
        hands.  The candle on the head of the "cave god" FLUTTERS. 
        Tina notices the pitted statue.

                                TINA
                 I heard you guys were weird but not this 
                 weird.

        She takes out a pint of whiskey and offers some to Neil.  He 
        takes it and sips.  He obviously hasn't had much whiskey in 
        his life but he tries to act like he has.  He hands it back.

                                TINA (CONT'D)
                 Go ahead, pass it around.

        Neil does.  It goes from boy to boy.  Each boy tries to act 
        like he likes the terrible bitterness he tastes.  Unlike most 
        of the others, Todd manages to keep from coughing as he 
        swallows the whiskey.  Everyone is impressed.

                                GLORIA
                        (to Todd)
                 Yeah!  (to the others)  Don't you guys 
                 miss having girls here?

                                CHARLIE
                 Miss it?  It drives us crazy.  That's 
                 part of what this club is about.  In 
                 fact, I'd like to announce that I've 
                 published an article in the school paper, 
                 in the name of the Dead Poets society, 
                 demanding girls be admitted to Welton, so 
                 we can all stop beating off.

                                NEIL
                 You what?!  How did you do that?

                                CHARLIE
                 I'm one of the proofers.  I slipped the 
                 article in.

                                PITTS
                 Oh God, it's over now!

                                CHARLIE
                 Why? Nobody knows who we are.

                                PITTS
                 Don't you think they'll figure out who 
                 did it?!  Don't you know they'll come to 
                 you and demand to know what the Dead 
                 Poets Society is?   Charlie, you had no 
                 right to do something like that!

                                CHARLIE
                 It's Nuwanda, Cameron.

                                GLORIA
                        (putting her arm around 
                        Charlie)
                 That's right, it's Nuwanda.

                                CHARLIE
                 And are we just playing around out here 
                 or do we mean what we say?  If all we do 
                 is come and read a bunch of poems to each 
                 other, what the hell are we doing?

                                NEIL
                 You still shouldn't have done it, 
                 Charlie.  You don't speak for the club.

                                CHARLIE
                 Hey, would you not worry about your 
                 precious little necks?  If they catch me, 
                 I'll tell them I made it up.  All your 
                 asses are safe.  Look, Gloria and Tina 
                 didn't come here to listen to us argue. 
                 Are we gonna have a meeting or what?

                                GLORIA
                 Yeah, how do we know if we want to join 
                 if you don't have a meeting?

                                NEIL
                        (casts a surprised lock at 
                        Charlie)
                 Join?

        Charlie ignores this.  He turns to Tina.

                                CHARLIE
                 "Shall I compare thee to a summer's day? 
                 Thou art more lovely and more temperate..."

        In his recital, Charlie has aimed these words directly at 
        Tina.  She melts into warm goo.

                                TINA
                 Oh, that's so sweet!

        Tina hugs Charlie.  The other boys look at each other, trying 
        unsuccessfully to hide their incredible jealousy.

                                CHARLIE
                 I wrote that for you.

                                TINA
                 You did?

                                CHARLIE
                 I'll write one for you too, Gloria. 
                       (closes his eyes then)
                 "She walks in beauty like the night.."

        Charlie's eyes open.  He has forgotten the words to this 
        poem.  Covering, he walks across the cave.

                                CHARLIE (CONT'D)
                 "She walks in beauty like the night..."

        Charlie turns his back, opens a book, and reads quickly to 
        himself.  He closes it, puts the bock down, and turns back to 
        Gloria.

                                CHARLIE (CONT'D)
                 'of cloudless climes and starry skies; 
                 All that's best of dark and bright Meet 
                 in her aspect and her eyes.'

        Gloria squeals with delight.

                                GLORIA
                 Isn't he wonderful?!

        The other boys are absolutely appalled, but desperately 
        jealous that Charlie is getting away with this.  Gloria hugs 
        Charlie.

72      INT. THE DANBURRY LIVING ROOM - NIGHT                          72

        Music by the Drifters is playing loudly.  Every light in the 
        room is out.  The only illumination is moonlight through the 
        windows.  Only after our eyes get adjusted to the dark can we 
        see that the room is filled with couples making out.

        Knox, carrying another drink and looking tipsy, enters.  He 
        walks a bit, then trips over a couple on the floor.

                                ANGRY GUY'S VOICE
                 Hey!

                                KNOX
                 Sorry.

        Knox falls onto the sofa.  To his left sit a couple making 
        out heavily.  Their breathing is like that of some giant 
        beast.  To Knox' right is another couple, making out too. Knox 
        tries to get up but the couple he tripped aver has now rolled 
        against his shins, pinning him.  Knox tries to get comfortable 
        in his little spot on the sofa.

        The music stops.  The room sounds like an artificial 
        respiration ward.  The couple to Knox' right look and sound as 
        if they are going to chew each other's lips off.  Knox glances 
        at the couple to his left.  He hears:

                                BOY'S VOICE
                 Oh Chris, you're so beautiful.

        The couple are Chris and Chet.  Chris is sitting right next 
        to Knox.  Music starts again.  It's "This Magic Moment" by the 
        Drifters.  Chris and Chet continue petting heavily.  Knox 
        tries to look away but can't keep his eyes off Chris.

                                CHET
                 Chris, you are so gorgeous.

        Chet kisses Chris hard and she leans against Knox.  In the 
        moonlight-filled room, Knox sees the outline of Chris' face, 
        the nape of her neck, the curves of her breasts.  He downs the 
        rest of his drink and tries to look away.

                                KNOX
                 Oh my God help me.

        Chris obliviously continues to lean against Knox.  Knox is 
        struggling with temptation--trying not to even look--but he's 
        losing.  Suddenly, he turns and looks at Chris again.  Every 
        rational thing inside of him says "no" but his emotions are 
        saying yes.

                                KNOX (CONT'D)
                        (to himself)
                 carpe breastum.  Seize the breast.

                                CHRIS
                        (to Chet)
                 Huh?

                                CHET
                 I didn't say anything.

        Chet and Chris continue to kiss.  As though his hand were 
        being drawn by a magnet too powerful to resist, Knox' hand 
        reaches out and begins to ever so lightly stroke the nape of 
        Chris' neck down toward her breast.  Chris obviously thinks 
        that the hand is Chet's and she lets it continue.  Knox moves 
        his hand up and down her, sensuously.  He closes his eyes, 
        breathing heavily.

                                CHRIS (IN THE DARK)
                 Oh Chet, that feels fabulous,

                                CHET (IN THE DARK)
                 It does?
                        (pause)
                 What?

                                CHRIS (IN THE DARK)
                 You know,

        Knox pulls his hand away. Chet thinks a moment, then kisses 
        Chris again.

                                CHRIS (IN THE DARK)
                 Don't stop.

                                CHET (IN THE DARK)
                 Stop what?

                                CHRIS (IN THE DARK)
                 Chet...

        Knox puts his hand back on Chris' neck.  Again he starts 
        rubbing her, ever so gently, moving down toward her breast.

                                CHRIS (IN THE DARK)
                 Oh... oh...

        We can see Chet's silhouette pausing over Chris, trying to 
        figure out what she is talking about.  Giving up, he goes back 
        to kissing her.  Chris continues to show her pleasure.

        Knox leans his head back on the sofa and his breathing 
        becomes heavy.  The music builds.  Unable to resist, he rubs 
        Chris' chest, getting dangerously close to her breast.  Chris 
        is breathing hard. Knox is slipping into ecstasy.  His drink 
        falls out of his hand.

        Suddenly Chet's hand grabs Knox's hand and a lamp light 
        flicks on.  Knox is face to face with a furious Chet and a 
        confused Chris.

                                CHET
                 What are you doing?!

                                CHRIS
                 Knox?!

                                KNOX
                        (feigning surprise)
                 Chet!  Chris!  What are you doing here?

                                CHET
                 why you...

        Chet smashes Knox in the face with his fist.  Chet grabs Knox 
        by the shirt, throws him to the floor, and jumps on him.  He 
        begins swinging at Knox's face which Knox is doing his best to 
        protect.

                                CHET (CONT'D)
                 You fucked up little prick!

                                CHRIS
                        (beginning to feel sorry 
                         for Knox) 
                 Chet, you don't have to hurt him.

        Chet's fists hit Knox over and over.

                                CHRIS (CONT'D)
                 Chet, stop!  He didn't mean anything.

        She pushes Chet off.  Knox rolls over, holding his face.

                                CHRIS (CONT'D)
                 That's enough!

        Chet stands over Knox, who is holding his bloody nose and 
        bruised face.

                                KNOX
                 I'm sorry, Chris.  I'm sorry!

                                CHET
                 You want some more, you little son of a 
                 bitch? Huh?!  Get the hell out of here!!

        He moves at Knox again, but Chris and some others hold him 
        back.  Others lead Knox out of the room.

                                KNOX
                        (drunk)
                 Chris, I'm sorry!

                                CHET
                 Next time I see you, you're dead!

73      OMIT                                                           73

74      INT. THE CAVE - NIGHT                                          74

        The fire casts warm light on the wall of the cave.  Gloria 
        sits with her arm around Charlie, staring adoringly.  The 
        bottle passes between Tina and the others.

                                CHARLIE
                 Hey guys, why don't you show Tina the 
                 Dead Poets garden?

                                MEEKS
                  Garden?

                                PITTS
                  What garden?

        Charlie silently motions with his eyes for Pitts and the 
        others to vamoose.  Neil elbows Pitts and makes a motion 
        outside with his head.  Suddenly Pitts gets it.

                                PITTS (CONT'D)
                  Oh. Right.  That garden.  Come on, guys.

        The boys head out with Tina.

                                TINA
                  This is so strange!  You guys even have 
                  a garden?

        Meeks stands in the cave, still not getting it.

                                MEEKS
                  What are you guys talking about?

        All of the others are gone.  Meeks looks at Charlie, who 
        stares daggers at him.

                                MEEKS (CONT'D)
                  Charles, uh, Nuwanda, we don't have a 
                  garden.

        Neil comes back in and pulls Meeks out.  Charlie waits for 
        them to go.

                                CHARLIE
                        (to Gloria)
                  God, for a smart guy, he's so stupid.

        Gloria stares into Charlie's eyes.  Charlie smiles.

                                GLORIA
                  I think he's sweet.

                                CHARLIE
                  I think you're sweet.

        Charlie looks at her.  He closes his eyes and leans slowly in 
        to kiss her.  Just as he is about to, she stands.

                                GLORIA
                  You know what really excites me about 
                  you?

                                CHARLIE
                        (blinking)
                  What?

                                GLORIA
                  Every guy that I meet wants me for one 
                  thing my body.  You're not like that.

                                CHARLIE
                  I'm not?

                                GLORIA
                  No!  Anybody else would have jumped my 
                  bones by now but you're after my soul. 
                  Make me up some more poetry.

                                CHARLIE
                  But...

                                GLORIA
                  Please!    It's so wonderful to be 
                  appreciated for my mind!

        She gets up and starts pacing.  Charlie puts his hand over 
        his face.  Gloria turns and looks at him.

                                GLORIA (CONT'D)
                  Nuwanda?  Please?

                                CHARLIE
                  All right!  I'm thinking!
                        (pause)
                  "Let me not to the marriage of true 
                  minds
                  Admit impediments; love is not love
                  Which alters when it alteration finds
        Or bends with the remover to remove."

        Gloria emits sensual moans.

                                GLORIA
                  Don't stop.

                                CHARLIE
                        (more and more rapidly and 
                         punctuated by Gloria's moans)
                  "O, no, it is an ever-fixed mark That 
                  looks on tempests and is never shaken; It 
                  is the star to every wandering bark whose 
                  worth's unknown, although his height be 
                  taken."

                                GLORIA
                  This is better than sex any day.  This 
                  is romance!

        As a frustrated Charlie continues reciting

                                                             DISSOLVE TO:

75      INT. WELTON ACADEMY CHAPEL - DAY                               75

        There is a buzz in the student body as they move to their 
        seats, passing school newspapers amongst themselves.  Knox's 
        face is marked with bruises.  Neil, Todd, Pitts, Necks, 
        Cameron and especially Charlie's faces are marked with 
        exhaustion.

        Pitts hands Charlie a briefcase.

                                PITTS
                        (low)
                  All set.

        Charlie nods.  Mr. Nolan enters.  All put away the newspapers 
        and stand.  Nolan strides to the podium and motions for 
        everyone to sit.  All obey.

                                NOLAN
                  In this week's issue of Walter Honor, 
                  there appeared an unauthorized and 
                  profane article about the need for girls 
                  at Welton.  Rather than spend my valuable 
                  time ferreting out the guilty parties--
                  and let me assure you I will find them--I 
                  am asking any and all students who know 
                  anything about this article to make 
                 themselves known here and now.  Whoever 
                 the guilty persons are, this is your only 
                 chance to avoid expulsion from this 
                 school.

        Suddenly, somewhere in the room there is the sound of a 
        TELEPHONE RINGING.  Charlie briskly lifts the briefcase into 
        his lap and opens it.  Inside the briefcase is a ringing 
        telephone.  Everyone in assembly is astounded.  No one has 
        ever done something this outrageous here.  Charlie, undaunted, 
        seemingly serious, answers the phone.

                                CHARLIE (INTO PHONE) 
                        (for all to hear)
                 Welton Academy, hello?  Yes, he is, just 
                 a moment.  Mr. Nolan, it's for you.

                                NOLAN
                 what?!

        Charlie places the receiver back to his ear.

                                CHARLIE (INTO PHONE)
                 It is?  You do? I'll tell him.  Mr. 
                 Nolan, it's God. He says we should have 
                 girls at Welton.

        There is a blast of laughter from the students.  On stage 
        with the teachers, Keating is surprised and amused, but 
        worried.  He and McAllister exchange concerned looks.  Blood 
        red, furious, Nolan strides down the aisle to Charlie.  He 
        sweeps the phone off of Charlie's lap.

                                NOLAN
                 I will not be mocked, Mr. Dalton!

        He takes Charlie by the arm and jerks him out of the 
        assembly.  Keating watches with concern.

76      INT. NOLAN'S OFFICE - DAY                                      76

        Charlie stands in the middle of the room.  Nolan paces 
        furiously.

                                NOLAN
                 Who else was involved in this?

                                CHARLIE
                 No one, sir.  It was just me.  I did the 
                 proofing so I inserted my article in 
                 place of Rob Crane's.

                                NOLAN
                 Mr. Dalton, if you think you're the 
                 first to try to get thrown out of this 
                 school, think again.  Others have had 
                 similar actions and they have failed just 
                 as surely as you will fail.  Bend over 
                 and grab your shins.

        Charlie obeys and Nolan produces a paddle. The paddle has 
        holes drilled in it to speed its progress. Nolan takes off his 
        jacket and moves behind Charlie.

                                NOLAN (CONT'D)
                 Count aloud, Mr. Dalton.

        He slams the paddle into Charlie's buttocks.

                                CHARLIE
        One

        Nolan swings the paddle again.  This time he gets more power 
        into it.  Charlie winces.

                                CHARLIE (CONT'D)
                 Two

        Nolan delivers and Charlie counts.  By the fourth lick, the 
        pain is so intense that Charlie is barely audible.  By the 
        seventh lick, tears are flowing down Charlie's cheeks.  The 
        ninth and tenth licks have Charlie choking on his words, 
        speechless.  Nolan stops after ten licks.

                                NOLAN
                 Do you still insist that this was your 
                 idea and your idea alone?

                                CHARLIE
                        (choking back pain) 
                 Yes... sir.

                                NOLAN
                 What is this "Dead Potts Society"?  I 
                 want names.

                                CHARLIE
                        (still in agony)
                 It's only me, Mr. Nolan.  I swear. I 
                 made it up.

                                NOLAN
                 If I find that there are others, Mr. 
                 Dalton, they will be expelled and you 
                 will remain enrolled.  Stand up.

        Charlie obeys.  His face is blood red.  He fights back tears 
        of pain and humiliation.

                                NOLAN (CONT'D)
                 Welton can forgive, Mr. Dalton, provided 
                 you have the courage to admit your 
                 mistakes.  When you are ready to make 
                 your apology to the entire school, let me 
                 know.

77      INT. THE JUNIOR DORM - AFTERNOON                               77

        The boys are milling in their rooms, waiting for Charlie's 
        return.  Someone sees him coming.  All pretend to be studying.

        Charlie enters, moving slowly, trying not to show his pain. 
        As he walks toward his room, Neil, Todd, Knox (bruised face), 
        Pitts, and Necks approach him.

                                NEIL
                 What happened? Were you kicked out?

                                CHARLIE
                        (not looking at anyone)
                 No.

                                NEIL
                 What happened?

                                CHARLIE
                 I'm supposed to turn everybody in, 
                 apologize to the school and all will be 
                 forgiven. 

        Charlie heads into his room.  The others look at each other.

                                NEIL
                 What are you going to do? - Charlie?

                                CHARLIE
                 Damn it, Neil, the name is Nuwanda.

        Charlie gives the boys a pregnant look, then goes into his 
        room and slams his door.  Smiles of admiration cross the boys' 
        faces.  Charlie has not been broken.

78      INT. WELTON CLASSROOM BUILDING - AFTERNOON                     78

        Keating walks down the corridor.  He is just about to stop 
        and talk to McAllister when Nolan passes.

                                NOLAN
                 Mr. Keating, could we have a word?

79      INT. KEATING'S EMPTY CLASSROOM - DAY                           79

        Keating and Nolan enter.  Keating turns on the light.  Nolan 
        looks around.

                                NOLAN
                 This was my first classroom, John, did 
                 you know that?
                        (looks at Keating's desk)
                 My first desk.

                                KEATING
                 I didn't know you taught.

                                NOLAN
                 English.  Way before your time.  It was 
                 hard giving it up, I'll tell you.
                        (pause)
                 I'm hearing rumors, John, of some 
                 unusual teaching methods in your 
                 classroom.  I'm not saying they have 
                 anything to do with the Dalton boy's 
                 outburst, but I don't think I have to 
                 warn you that boys his age are very 
                 impressionable.

                                KEATING
                 Your reprimand made quite an impression 
                 I'm sure.

                                NOLAN
                        (letting this pass)
                 What was going on in the courtyard the 
                 other day?

                                KEATING
                 Courtyard?

                                NOLAN
        Boys marching.  Clapping in unison.

                                KEATING
                 Oh that. That was an exercise to prove a 
                 point.  About the evils of conformity.

                                NOLAN
                 John, the curriculum here is set.  It's 
                 proven.  It works.  If you question it, 
                 what's to prevent them from doing the 
                 same?

                                KEATING
                 I always thought education was learning 
                 to think for yourself.

                                NOLAN
                        (almost laughs)
                 At these boys' age? Not on your life! 
                 Tradition, John.  Discipline.
                        (pats Keating on the 
                 shoulder) 
                 Prepare them for college, and the rest 
                 will take care of itself.

        Mr. Nolan smiles and leaves.  Keating stands, thinking. After 
        a beat, McAllister sticks his head in the door.

                                McALLISTER
                 I wouldn't worry about the boys being 
                 too conformist if I were you.

                                KEATING
                 Why is that?

                                McALLISTER
                 Well, you yourself graduated from these 
                 hallowed halls, did you now?

                                KEATING
                 Yes?

                                McALLISTER
                 So if you want to raise a confirmed 
                 atheist, give him a rigid religious 
                 upbringing.  Works every time.

        Keating stares at McAllister.  He suddenly lets cut a laugh. 
        McAllister smiles, then disappears down the hall.

79A     INT. THE JUNIOR CLASS DORM - AFTERNOON                        79A

        Boys are walking out on the way to their activities.  Keating 
        enters and approaches Charlie, who is exiting with his 
        friends.

                                CHARLIE
                        (surprised)
                 Mr. Keating!

                                KEATING
                 I don't know what misguided impulse 
                 caused you to pull that ridiculous stunt, 
                 Mr. Dalton, but, whatever it was, I hope 
                 you've learned your lesson.

                                CHARLIE
                 You're siding with Mr. Nolan?!  What 
                 about carpe diem and sucking all the 
                 marrow out of life and all that?

                                KEATING
                 Sucking out the marrow doesn't mean 
                 getting the bone stuck in your throat, 
                 Charles.  You still have responsibilities 
                 to yourself and those who care about you.

                                CHARLIE
                 But I thought-

                 There is a place for daring and a place 
                 for caution as well, Charles, and a wise 
                 person understands which one is called 
                 for.  Getting expelled from this school 
                 is not an act of wisdom.  It's far from 
                 perfect but there are still opportunities 
                 to be had here.

                                CHARLIE
                 Yeah?  Like what?

                                KEATING
                 Like, if nothing else, the opportunity 
                 to attend my classes, understand?

                                CHARLIE
                        (smiling)
                 Yes sir.

                                KEATING
                 So keep your head about you--the lot of 
                 you--understood?

                                NEIL, TODD, PITTS, MEEKS, CAMERON, KNOX
                 Yes, Sir.

        Keating gives then' a slight smile, then exits. 

80       OMIT                                                          80

81      INT. KEATING'S CLASSROOM - DAY                                 81

        The boys are seated.  Keating walks to the blackboard and in 
        a big scrawl writes:  "COLLEGE".

                                KEATING
                 Gentlemen, today we will consider a 
                 skill which I consider indispensable for 
                 getting the most out of college analyzing 
                 books you haven't read. College will 
                 probably destroy your love for poetry.  
                 Hours of boring analysis, dissection and 
                 criticism will see to that.  College will 
                 also expose you to all manner of 
                 literature--much of it transcendent works 
                 of magic which you must devour; some of 
                 it utter drek which you must avoid like 
                 the plague.

        Keating pauses.

                                KEATING (CONT'D)
                 Suppose you are taking a course entitled 
                 "Modern Novels."  All semester you have 
                 been reading masterpieces such as the 
                 touching PERE GORIER by Balzac and the 
                 moving FATHERS and SONS by Turgenev, but 
                 when you receive your assignment for your 
                 final paper, you discover that you are to 
                 write an essay on the theme of parental 
                 love in The Doubtful Debutante, a novel--
                 and I use that term generously here--by 
                 none other than the professor himself.

        Keating looks at the boys with a raised eyebrow, then 
        continues.

                                KEATING (CONT'D)
                 After reading the first three pages of 
                 the book, you realize that you would 
                 rather volunteer for combat than waste 
                 your precious earthly time infecting your 
                 mind with this sewage, but do you 
                 despair?  Take an "F." Absolutely not 
                 because you are prepared.

        Keating paces.

                                KEATING (CONT'D)
        Open The Doubtful Deb and learn from the jacket that the book 
        is about Frank, a farm equipment salesman who sacrifices 
        everything to provide his social climbing daughter Christine 
        with the debut she so desperately desires.  Begin your essay 
        by disclaiming the need to restate the plot while at the same 
        time regurgitating enough of it to convince the professor that 
        you've read his book.  Next shift to something pretentious and 
        familiar.  For instance, you might write, "What is remarkable 
        to note are the similarities between the author's dire picture 
        of parental love and modern Freudian theory. Christine is 
        Electra, her father is a fallen Oedipus.'  Finally, skip to 
        the obscure and elaborate like this:

        Keating pauses, then...

                                KEATING (CONT'D)
                 what is most remarkable is the novel's 
                 uncanny connection with Hindu Indian 
                 philosopher Avesh Rahesh Non.  Rahesh Non 
                 discussed in painful detail the 
                 discarding of parents by children for the 
                 three headed monster of ambition, money, 
                 and social success.  Go on to discuss 
                 Rahesh Non's theories about what feeds 
                 the monster, how to behead it, etcetera 
                 etcetera.  End by praising the 
                 professor's brilliant writing and 
                 consummate courage in introducing The 
                 Doubtful Deb to you. 

        Meeks raises his hand.

                                MEEKS
                 Oh Captain, My Captain.  What if we 
                 don't know anything about someone like 
                 Rahesh Non?

                                KEATING
                 Rahesh Non never existed, Mr. Meeks.  
                 You make him or someone like him up.  No 
                 self important college professor such as 
                 this one would dare admit ignorance of 
                 such an obviously important figure and 
                 you will probably receive a comment 
                 similar to the one I received:

        Keating finds a paper on his desk and reads from it:

                                KEATING (CONT'D)
                 Your allusions to Rahesh Non were 
                 insightful and well presented.  Glad to 
                 see that someone besides myself 
                 appreciates this great but forgotten 
                 Eastern master.  A plus.

        He drops the paper.

                                KEATING (CONT'D)
                 Gentlemen, analyzing dreadful books you 
                 haven't read will be on your final exam, 
                 so I suggest you practice on your own. 
                 Now for some traps of college exams. Take 
                 cut a blue book and pencil, boys. This is 
                 a pop quiz.

        The boys obey.  Keating passes out tests.  He sets up a 
        screen in the front Of the room, then goes to the back of the 
        room and sets up a slide projector.

                                KEATING (CONT'D)
                 Big universities are crowded Sodoms and 
                 Gomorrahs filled with those delectable 
                 beasts we see so little of here: females.  
                 The level of distraction is dangerously 
                 high, but this quit is designed to 
                 prepare you.  Let me warn you, this test 
                 will count.  Begin.

        The boys begin their tests.  Keating puts a slide in the 
        projector.  On the screen in the front of the room appears a 
        blow-up of a beautiful girl, college age, leaning over to pick 
        up a pencil.  Her figure is quite remarkable, and, bending 
        over as she is, you can see her panties.  The boys glance up 
        from their tests, then most do a double-take on the photo.

                                KEATING (CONT'D)
                 Concentrate on your tests, boys.  You 
                 have twenty minutes.

        Keating changes the slide.  This time we see a beautiful 
        woman in scanty lingerie (an ad from "Vogue" or a similar 
        magazine).   The boys find it extremely difficult to 
        concentrate on their tests.  The slide show continues with 
        slide after slide of beautiful women in revealing and 
        provocative poses, tight blow-ups of naked female Greek 
        statues, etc.  The boys try in vain to take their tests. Knox 
        writes "Chris, Chris, Chris" over and over on his paper.

                                                             DISSOLVE TO:

82-85   OMITTED                                                     82-85

86A     EXT. THE WELTON CAPGUS - DUSK                                 86A

        Boys in heavy-hooded jackets and winter mufflers move from 
        building to building.  The wind blows leaves around in 
        swirling torrents.

        ANGLE ON A PATH where Todd and Neil walk together.  Todd 
        holds a copy of "A Midsummer's Night's Dream."  Neil is using 
        his Puck jester's stick like a sword while practicing his 
        lines.

                                NEIL
                 Here, villain, draw and ready. where art 
                 thou?

                                TODD
                        (reading)
                 I will be with thee straight.

                                NEIL
                        (from memory) 
                 Follow me then to plainer ground.  God, 
                 I love this!

                                TODD
                 This play?

                                NEIL
                 Yes, and acting!  It's got to be one of 
                 the most wonderful things in the world. 
                 Most people, if they're lucky, live about 
                 half an exciting life! If I could get the 
                 parts, I could live dozens of lives.

        With a theatrical flourish, he runs and leaps onto a wall.

                                NEIL (CONT'D)
                 To be or net to be, that is the 
                 question!  God, for the first time in my 
                 whole life, I feel completely alive!  You 
                 have to try it.

        Neil jumps down from the wall.

                                NEIL (CONT'D)
                 You should come to rehearsals.  I know 
                 they need people to work the lights and 
                 stuff.

                                TODD
                 No thanks.

                                NEIL
                 Lots of girls.  The girl who plays 
                 Hermia is incredible.

                                TODD
                 I'll come to the performance.

                                NEIL
                 Chicken shit.  Where were we?

                                TODD
                 Yea, art thou there?

                                NEIL
                 Put more into it!

                                TODD
                 YEA, ART THOU THERE?!

                                NEIL
                 That's it!  "Follow my voice.  We'll try 
                 no manhood here."  See you at dinner.

        Neil and Todd have arrived at their dorm.  Neil runs in. Todd 
        shakes his head and walks off.

86      INT. TODD AND NEIL'S DORM ROOM - DUSK                          86

        Neil enters in a whirlwind of excitement, fencing the air 
        with the Jester's stick.  Neil turns and sees his father, 
        sitting at his desk.  Neil is shocked.

                                NEIL
                 Father!

                                MR. PERRY
                 Neil, you are going to quit this 
                 ridiculous play immediately.

                                NEIL
                 Father, I--

        Mr. Perry jumps to his feet and pounds his hand on the desk.

                                MR. PERRY
                 Don't you dare talk back to me!  It's 
                 bad enough that you've wasted your time 
                 with this absurd acting business.  But 
                 you deliberately deceived me!
                        (paces furiously)
                 Who put this in your head? How did you 
                 expect to get away with it? Answer me!

                                NEIL
                 Nobody-  I thought I'd surprise you. 
                 I've got all As and-

                                MR. PERRY
                 Did you really think I wouldn't find 
                 out?!  "My niece is in a play with your 
                 son," Mrs. Marks says.  "You must be 
                 mistaken," I say.  "My son isn't in a 
                 play."  You made a liar out of me, Neil! 
                 Now you will go tomorrow and tell them 
                 you are quitting.

                                NEIL
                 Father, I have the main part.  The 
                 performance is tomorrow night.  Father, 
                 please.

                                MR. PERRY
                        (moves at Neil)
                 I don't care if the world is coming to 
                 an end tomorrow night, you are through 
                 with that play!  Is that clear?  Is that 
                 clear!

                                NEIL
                 Yes sir.

        Mr. Perry stops.  He stares hard at his son.

                                MR. PERRY
                 I've made great sacrifices to get you 
                 here, Neil.  You will not let me down.

        He turns and exits.  Neil stands there for a long time.  He 
        goes to his desk, then suddenly begins pounding his fist on 
        it. He pounds and pounds as tears roll down his face.

87      INT. THE WELTON DINING ROOM - EVENING                          87

        All of the society "pledges" except Neil sit eating.  It 
        could be noticed that the boys--Charlie, Knox, Todd, Weeks, 
        and Pitts--seem to be having difficulty eating.  They look 
        awkward.  Old Hager approaches.

                 Mr. Dalton, what is wrong, son?  Are you 
                 having difficulty with your meal?

                                CHARLIE
                 No.

        Hager watches the boys.

                                HAGER
                 Misters Necks and Overstreet and 
                 Anderson, are you normally left-handed?

                                BOYS
                 No sir.

                                HAGER
                 Then why are you eating with your left 
                 hands?

        The boys look at each other.  Knox speaks for the group:

                                KNOX
                 We thought it would be good to break old 
                 habits, sir.

                                HAGER
                 What is wrong with old habits, Mr. 
                 Overstreet?

                                KNOX
                 They perpetuate mechanical living, sir. 
                 They limit your mind.

                                HAGER
                 Mr. Overstreet, I suggest you worry less 
                 about breaking old habits and more about 
                 developing good study habits.  Do you 
                 understand?

                                KNOX
                 Yes sir.

                                HAGER
                 That goes for all of you.  Now eat with 
                 your correct hands.

        Hager watches.  The boys obey.  After he moves away, Charlie 
        switches hands and begins eating with his left hand again.  
        One by one, the others do the same.

        Neil enters, looking solemn and upset.  He silently takes his 
        seat at the table.

                                NEIL
                 Visit from my father.

                                TODD
                 Do you have to quit the play?

                                NEIL
                 I don't know.

                                CHARLIE
                 Why don't you talk to Mr. Keating about 
                 it?

                                NEIL
                 What good will that do?

                                CHARLIE
                 Maybe he'll have some advice.  Maybe 
                 he'll even talk to your father.

                                NEIL
                 Are you kidding?  Don't be ridiculous.

88      EXT. KEATING'S ROOM - EVENING                                  88

        Keating's quarters are on the second floor of a dorm, but 
        they are entered from the outside.  Charlie, Todd, Pitts1 and 
        Neil stand outside the door.  Charlie knocks.

                                NEIL
                 This is stupid.

                                CHARLIE
                 It's better than doing nothing.

        No one comes to the door.

                                NEIL
                 He's not here.

        Charlie tries the door and it opens.

                                CHARLIE
                 Let's wait for him.

        Charlie goes in.

                                OTHERS
                 Charlie!  Nuwanda!

        Charlie doesn't come out.  Curiosity gets the best of the 
        others, who reluctantly follow Charlie in.

89      INT. KEATINGS ROOM - SAME                                      89

        The furniture is simple and spartan and the room looks almost 
        lonely.  The boys stand around looking uncomfortable.

                                PITTS
                        (low)
                 Nuwanda, we shouldn't be in here.

        Charlie and the boys survey the room.  There is a suitcase on 
        the floor by the door.  A few books lay by the bed.  Charlie 
        walks to the desk.

                                CHARLIE
                 Whoa, look at her!

        On the desk is a framed picture of a beautiful girl in her 
        20s.  Lying next to the picture is a half-written letter. 
        Charlie picks it up and reads.

                                CHARLIE (CONT'D) (reading)
                 My darling Jessica.  It's so lonely at 
                 times without you bla bla bla.  All I can 
                 do to put myself at ease is study your 
                 beautiful picture or close my eyes and 
                 imagine your radiant smile--but my poor 
                 imagination is a dim substitute for you. 
                 Oh, how I miss you and wish--

        The other boys have sensed an extra presence in the room.  
        They back away from Charlie.  Suddenly Charlie stops and sees 
        Mr. Keating.

                                CHARLIE (CONT'D)
                 Hello!

        Keating calmly takes the letter from Charlie and folds it.

                                KEATING
                 A woman is a cathedral, boys.  Worship 
                 at one every chance you get.

        He OPENS a drawer.  

                                KEATING (CONT'D)
                 Anything else you'd care to rifle 
                 through, Mr. Dalton?

                                CHARLIE
                 I'm sorry.  I, we

        Keating puts the letter in the drawer and closes it.  Charlie 
        looks around for help.  Neil steps forward.

                                NEIL
                 Oh Captain, My Captain, we came here so 
                 I could talk to you about something.

                                KEATING
                 Okay.

                                NEIL
                 Actually, I'd like to talk to you alone.

        Charlie and the others are glad to be let out.

                                PITTS
                 I gotta go study.

                                OTHERS
                 Yeah.  See you, Kr. Keating.

        They hurry to leave.

                                KEATING
                 Drop by any time.

                                BOYS
                 Thank you, sir.

                                PITTS
                        (low, while exiting)
                 Damn it, Nuwanda.  You idiot.

                                CHARLIE
                        (also exiting)
                 I couldn't stop myself.

        Keating can't help but smile to himself.  Neil and Mr. 
        Keating are alone.  Neil paces, looking around.

                                NEIL
                 Gosh, they don't give you much room 
                 around here, do they?

                                KEATING
                        (wryly)
                 Maybe they don't want worldly things 
                 distracting me from my teaching.

                                NEIL
                 Why do you do it?  I mean, with all this 
                 seize-the-day business, I'd have thought 
                 you'd be out seeing the world or 
                 something?

                                KEATING
                 Ah, but I am seeing the world, Neil.  
                 The new world.  Seeing a student like you 
                 take root and bloom.  It's worth 
                 everything.  That's why I came back here. 
                 A place like this needs at least one 
                 teacher like me.
                        (smiles at his joke, then:) 
                 Did you come here to talk about my 
                 teaching?

                                NEIL
                 Mr. Keating, my father is making me quit 
                 the play at Henley Hall.  When I think 
                 about carpe diem and all that, I feel 
                 like I'm in prison!  I mean, I can see 
                 his point.  We're not a rich family like 
                 Charlie's.  But he's planned the rest of 
                 my life for me and he's never even asked 
                 me what I want!

                                KEATING
                 You can't live a life for someone else, 
                 Neil.  You can only live for yourself. 
                 Have you told your father what you just 
                 told me?  Have you shown him your passion 
                 about acting?

                                NEIL
                 Are you kidding?  He'd kill me!

                                KEATING
                 Then you're playing a part for him too, 
                 aren't you?  A dangerously self-
                 destructive one.

        Keating watches Neil pace anxiously.

                                KEATING (CONT'D)
                 Neil, I know this seems impossible but 
                 you have to go to your father and show 
                 him what you're feeling.  You have to let 
                 him see who you are-  It's your only 
                 chance.

                                NEIL
                 I know what he'll say.  He'll say that 
                 acting is just a whim and that it's  
                 frivolous and that I should forget about 
                 it.  He'll tell me how they're counting 
                 on me and to put it out of my mind "for 
                 my own good."

                                KEATING
                 Well, if it's more than a whim, then 
                 you'll have to prove that to him.  You'll 
                 have to show him with your passion and 
                 commitment that it's what you really want 
                 to do.  If that doesn't work, at least by 
                 then you'll be eighteen and able to do 
                 what you want.

                                NEIL
                 Eighteen!  That's two years!  What about 
                 the play?  The performance is tomorrow 
                 night!

                                KEATING
                 Give your father the benefit of the 
                 doubt.  Talk to him.  Let him see who you
                 are.

                                NEIL
                 Isn't there an easier way?

                                KEATING
                 Not if you're going to stay true to 
                 yourself.

        Neil sits there for a long time.

90/91   OMITTED                                                     90/91

92      INT. CHARLIE'S CAVE - NIGHT                                    92

        The boys sit in the candle-lit room.  Charlie blows notes on 
        his saxophone.  Knox sits in the corner, mumbling to himself, 
        working on a love poem to Chris.  Todd sits writing something 
        too.  Cameron is studying.  Pitts is scratching a quote out of 
        a book into the wall.  Knox looks at his watch.

                                KNOX
        Ten minutes to curfew.

        Nobody responds.  Knox looks at Todd.

                                KNOX (CONT'D)
                 What are you writing?

                                TODD
                 I don't know.  A poem.

                                KNOX
                 For class?

                                TODD
                 I don't know.

        Charlie keeps playing the sax.  Todd keeps writing.  Knox 
        looks at his love poem to Chris.  He slaps it on the side of 
        his leg.

                                KNOX
                 Damn.  Damn!  If I could just get Chris 
                 to read this poem!

                                PITTS
                 Why don't you read it to her? It worked 
                 for Nuwanda.

                                KNOX
                 She won't even see me, Pitts.

                                PITTS
                 Nuwanda recited poetry to Gloria and she 
                 jumped all over him... right, Nuwanda?

        Charlie stops blowing on his sax.  He thinks a moment about 
        his answer.

                                CHARLIE
                 Absolutely.

        He starts blowing notes again.  Off in the distance, we hear 
        a bell ring.  Charlie finishes his melody, puts his sax in its 
        case, and moves out.  Todd, Cameron, and Pitts exit too. Knox 
        stands there, alone, looking at his poem. then exits 
        determinedly.

                                KNOX
                 Damn!  Goddam!  If it worked for him, 
                 it'll work for me.

93A     EXT. THE WELTON GROUNDS - EARLY MORNING                       93A

        The dawn rises over the frozen Welton campus.  Snow covers 
        the ground.  The school bagpiper stands, playing a haunting 
        melody.

93      EXT. THE JUNZOR DORMZTORY - SAME                               93

        Knox comes out of the dorm building, bundled against the 
        freezing weather.  Be hurries onto his bike and speeds away.

94      EXT. RIDGEWAY HIGH SCHOOL                                      94

        A large sign proclaims Ridgeway High School.  Knox bikes up 
        to the school at full speed.  He now carries a bouquet of 
        flowers.  Out of breath, he quickly discards the bike and runs 
        into the school.

95      INT. THE HALLWAYS OF RIDGEWAY HIGH - MORNING                   95

        Students of both sexes move through the hallways of this 
        public school.  Students are at their lockers, putting up 
        their coats and getting out their books.  Knox runs through, 
        erratically looking around.  He hurries down one hallway, 
        stops and asks a student something, then runs up a flight of 
        stairs.

A96     INT. ANOTHER RIDGEWAY HIGH HALLWAY - SAME                     A96

        Chris stands in front of her locker, chatting with a couple 
        of girlfriends1 taking out some books.  Knox spots her and 
        approaches.

                                KNOX
                 Chris!

                                CHRIS
                 Knox!  what are you doing here?

        She pulls Knox away from her girlfriends.

                                KNOX
                 I came to apologize for the other night.  
                 I brought you these and a poem I wrote.

        He holds out the flowers and the poem.  Chris sees them, but 
        doesn't take them.  

                                CHRIS
                 If Chet sees you, he'll kill you, don't 
                 you know that?

                                KNOX
                 I don't care.  I love you, Chris.  You 
                 deserve better than Chet and I'm it.
                 Please accept these.

                                CHRIS
                 Knox, you're crazy.

        A bell rings.  People clear the halls.

                                KNOX
                 Please.  I acted like a jerk and I know 
                 it.  Please?

        She looks at the flowers as if she's thinking about accepting 
        them.

                                CHRIS
                 No!  And stop bugging me.

        She walks into the classroom and closes the door.  The 
        hallway clears.  Knox stands holding his flowers and his poem.  
        There is a moment's hesitation, then he opens the door and 
        walks into the classroom.

96      INT. CHRIS' CLASSROOM - SAME                                   96

        Class hasn't started but students are taking their seats. The 
        teacher leans over a student's desk, helping her with her 
        homework.  Knox enters and walks to Chris' desk.

                                CHRIS
                 Knox, I don't believe this!

                                KNOX
                 All I'm asking you to do is listen.
                        (he opens his poem and 
                         reads)
                 "The heavens made a girl named Chris, 
                 With hair and skin of gold
                 To touch her would be paradise To kiss 
                 her glory untold."

        Chris turns red with embarrassment.  Her friends restrain 
        giggles.  Knox continues reading.

                                KNOX (CONT'D)
                 They made a goddess and called her 
                 Chris,  How?  I'll never know. But though 
                 my soul is far behind, My love can only 
                 grow.

        The rest of the class has now seen what is happening and all 
        eyes are on Knox.  Chris covers her face but Knox continues.

                                KNOX (CONT'D)
                 I see a sweetness in her smile, Bright 
                 light shines from her eyes, But life is 
                 complete--contentment is mine, just 
                 knowing that she's alive."

        Knox lowers the poem.  Chris looks up at him, utterly 
        embarrassed.  Knox puts the poem and the flowers on her desk.

                                KNOX (CONT'D)

                 I love you, Chris.

        He turns and leaves.

97      INT. KEATING'S ENGLISH CLASSROOM - DAY                         97

        The boys sit.  Keating hasn't arrived.  Momentarily, Knox 
        enters and hurries to his desk.

                                CHARLIE
                 How'd it go?  Did you read it to her?

                                KNOX
                 Yep.

                                PITTS
                 All right!  What'd she say?

                                KNOX
                 I don't know.

                                CHARLIE
                 What do you mean you don't know?

                                KNOX
                 I'll tell you later.

        The door to the room opens.  In walks Keating, wearing his 
        usual scarf and jacket.  He puts his books on his desk, then 
        looks out over the class.

                                KEATING
                 Neil, could I see you a moment.

        He walks into the hallway.

98      INT. THE HALLWAY OUTSIDE THE CLASSROOM - SAME                  98

        The corridor is empty except for Neil and Keating.  Keating 
        closes the door to the classroom.

                                KEATING
                 What did your father say? Did you talk 
                 to him?

                                NEIL
                        (lying)
                 Yeah.

                                KEATING
                 Really?  You told your father what you 
                 told me?  You let him see your passion for 
                 acting?

                                NEIL
                 Yeah.  He didn't like it one bit but at 
                 least he's letting me stay in the play. Of 
                 course, he won't be able to come. He'll  
                 be in Chicago on business.  But I think he's 
                 gonna let me stay with acting.  As long as 
                 I keep my grades up.

        Neil heads back into the classroom.  Keating watches.

99      INT. THE DORM PHONE ROOM/STAIRWELL - NIGHT                     99

        Todd, Knox, Cameron, Pitts, and Meeks all wear coats and ties.  
        They mill in the dorm lobby.  Knox is off to himself, still 
        looking morose.

                                MEEKS
                 Where's Nuwanda?  We're gonna miss Neil's 
                 entrance.

                                PITTS
                 He said something about getting red before 
                 he left.

                                CAMERON
                 What the hell does that mean?

                                PITTS
                 You know Charlie.

        Charlie scampers down the stairs.

                                MEEKS
                 What's this getting red?

        Charlie checks around, then opens his shirt, revealing that he 
        has painted a red lightning bolt on his chest.

                                TODD
                 What's it for?

                                CHARLIE
                 It's an Indian warrior symbol for virility.  
                 Makes me feel potent.  Like I can drive girls 
                 crazy.

                                PITTS
                 But what if they see it, Nuwanda?

                                CHARLIE
                        (winks)
                 So much the better.

        The others shoot each other looks, confirming their mutual 
        suspicion that Charlie has finally lost his marbles.  As they 
        head out of the lobby, they pass Chris who is entering.

                                KNOX
                   Chris!

                                CHRIS
                 Knox, why are you doing this to me?

                                KNOX
                        (looking around) 
                 You can't be in here.

        He leads her out of the dorm.

99A     EXT. THE DORM BUILDING - NIGHT                                99A

        It is snowing.  Knox ushers Chris out of the building and down 
        the sidewalk away from the others.

                                KNOX
                 If they catch you here, we'll both be in 
                 big trouble.

                                CHRIS
                 Oh, but it's fine for you to come barging 
                 into my school and make a complete fool out 
                 of me?

                                KNOX
                 I didn't mean to make a fool of you.

                                CHRIS
                 Well, you did!  Chet found out and he's 
                 nuts.  It took everything I could do to 
                 keep him from coming here and killing you.  
                 You have to stop this stuff, Knox.

                                KNOX
                 But I love you.

                                CHRIS
                 You say that over and over but you don't 
                 even know me!

        At the dorm, the others are waiting.  Knox waves them on.

                                KNOX
                 Go ahead.  I'll catch up.

        The others walk on.  Knox waits for them to disappear.

                                KNOX (CONT'D)
                 Of course I know you!  From the first time 
                 I saw you, I knew you had a wonderful soul.

                                CHRIS
                 Just like that?!  You just knew?

                                KNOX
                 Of course just like that.  That's how you 
                 always know when it's right.

                                CHRIS
                 And if it so happens that you're wrong? If 
                 it just so happens that I could care less 
                 About you?

                                KNOX
                 Then you wouldn't be here warning me 
                 about Chet.

        This gives Chris pause.

                                CHRIS
                 Look, I've got to go.  I'm gonna be 
                 late for the play.

                                KNOX
                 Are you going with Chet?

                                CHRIS
                 Chet?  To a play? Are you kidding?

                                KNOX
                 Then come with me.

                                CHRIS
                 Knox, you are so infuriating!

                                KNOX
                 Just give me one chance.  If you don't 
                 like me after tonight, I'll stay away 
                 forever.

                                CHRIS
                 Uh-huh.

                                KNOX
                 I promise.  Dead Poets honor.  Come with me
                 tonight, then if you don't want to see me 
                 again, I swear I'll bow out.

                                CHRIS
                 God, if Chet found out he'd...

                                KNOX
                 Chet won't know anything.  We'll sit in 
                 back and sneak away as soon as it's over.

                                CHRIS
                 Knox, if you promise that this will be the 
                 end of it-

                                KNOX
                 Dead Poets honor.

                                CHRIS
                 What is that? 

                                KNOX
                 My Word

     He crosses his heart with his fingers and looks sincere.  He leads 
     a reluctant Chris off.

                                CHRIS
                 I must be losing my mind.

100     INT. HENSLEY HALL AUDITORIUM AND STAGE - NIGHT                100

        The auditorium is filled to near capacity with families, teachers 
        and students.  Charlie, Todd, Meeks, Cameron, and Pitts find seats 
        in the back.  They spot Mr. Keating a few rows over and wave at him.
        Beside him is Mr. McAllister.

        The lights go down.  A small musical accompaniment--panpipes, 
        bongos, triangle--plays.  The curtain rises.  As the actors make 
        their entrances, they are applauded by their friends and families.

        As the actors begin the play, Charlie notices out of the corner 
        of his eye  Knox entering with Chris.  They find seats and sit 
        down together.  Charlie shoots Knox a surprised lock of excitement.
        Knox gives a little nod.

                                                       SHORT DISSOLVE TO:

101     THE STAGE                                                     101

        Neil makes his entrance as Puck, he wears a crown of flowers.  
        The members of the Dead Poets Society cheer loudly. For a moment 
        Neil looks lost.  Todd crosses his fingers.

                                NEIL (AS PUCK)
                 "flow now, spirit. wither wander you?"


                                HIGH SCHOOL ACTOR (AS FAIRY)
                 Over hill, over dale, through bush, 
                 through brier...

        Keating glances back at the Dead Poets and gives them the 
        thumbs up for luck for Neil.  They acknowledge with gestures 
        of their own.

                                NEIL (AS PUCK)
                 Thou speakest aright:
                 I am that merry wanderer of the night.
                 I jest to Oberon and make him smile
                 when I a fat and bean-fed horse beguile,
                 Neighing in likeness of a filly foal

        ANGLE ON THE "DEAD POETS"

        intently watching the show.  As Neil delivers his lines, 
        getting laughs in the right places, Todd sits mouthing the 
        lines with him, as if this might help Neil get through it. 
        Neil clearly needs no help, though, and his performance is 
        quite winning.  Charlie leans to the others.

                                CHARLIE
                        (excited whisper)
                 He's good!  He's goddamned good!

        Someone from behind whispers '"Sssh."  Charlie whispers 
        "sssh" back at them, then turns back and watches the show.  
        Suddenly he does a double-take.  He sees:

        Mr. Perry enters in the rear of the auditorium, and stands 
        alone beside the door.

                                CHARLIE
                 Oh my God.

                                TODD
                 What?

        Charlie indicates for the others to lock.  Todd and the 
        others glance back and see Mr. Perry.

                                TODD (CONT'D)
                 Jesus

        All turn back and watch the play, though they are now quite 
        tense about Mr. Perry's presence.

102     THE PLAY                                                      102

        On stage are the characters of Lysander and Hermia.  Hermia 
        is played by Ginny Danburry, who is fetching1y dressed in a 
        costume of leaves and twigs.

                                LYSANDER
        One turf shall serve as pillow for us both, One heart, one 
        bed, two bosoms, and one troth.

                                GINNY (AS HERMIA)
                 Nay good Lysander.  For my sake, my 
                 dear, Lie further off yet: do not lie so 
                 near.

        ANGLE ON THE DEAD POETS

        Charlie is looking through the program.

                                CHARLIE
                 Hermia's Ginny Danburry.  Knox is crazy. 
                 She's beautiful!

        Meeks holds his finger to his lips for Charlie to be quiet.

        THE STAGE

                                GINNY (AS HERMIA)
                 But gentle friend, for love and courtesy
                 Lie further off, in human modesty.
                 Such separation as may well be said
                 Becomes a virtuous bachelor and a maid,
                 So far be distant: and goodnight, sweet 
                 friend.
                 Thy love ne'er alter till they sweet 
                 life end.

        Charlie sits absolutely enraptured by her.

        ANGLE BACKSTAGE

        As Ginny and Lysander play their scene, Neil stands in the 
        wings looking out.  He spots his father sitting in the back of 
        the auditorium.  There is no panic on Neil's face, however.  
        His expression is calm.

        ON STAGE

                                LYSANDER
                 Here is my bed.  Sleep give thee all his 
                 rest!

                                GINNY (AS HERMIA)
                 With half that wish the wisher's eyes be 
                 pressed!

        Lysander and Ginny lie down on the stage and their characters 
        go to sleep.  The musical accompaniment plays, beginning a 
        musical interlude.

                                                             DISSOLVE TO:
103 THE MUSICAL INTERLUDE

The panpipes and bongos weave a haunting spell. In SLOW MOTION, without words,
we watch Neil on stage, playing Puck. Neil moves in a lyrical revelry, unblushingly
joyful, enchanted and enchanting. It is Neil in the full flower of his youth.

The other characters appear in this slow motion interlude too... Ginny, as Hermia,
glowing as we never knew she could; Charlie, spellbound by her; Keating, Todd, and
the boys awed and delighted by everything they see. Knox stares at Chris in complete
rapture. Chris is starting to be caught up with Knox, though she tries hard not to
show it.

                                                             DISSOLVE TO:

104 THE STAGE

The interlude is over. Neil stands on stage alone as Puck. He addresses the audience
but these next words are particularly for his father.

                                NEIL (AS PUCK)
                 If we shadows have offended,
                 Think but this and all is mended--
                 That you have but slumb'red here
                 While these visions did appear.
                 And this weak and idle theme,
                 No more yielding but a dream,
                 Gentle, do not reprehend.
                 If you pardon, we will mend.
                 And as I am an honest Puck,
                 If we have unearned luck
                 Now to scrape the serpent's tongue.
                 We will make amends ere long;
                 Else the Puck a liar call.
                 So, good night unto you all.
                 Give me your hands, if we be friends,
                 And Robin will restore amends.

If there were any doubts about Neil's talent as an actor, they are gone. The curtain
falls. The audience breaks into enthusiastic applause.

ANGLE ON THE AUDIENCE

The boys, Keating, everybody, rising to a standing ovation.

ANGLE ON THE STAGE

Actors take their bows. Ginny receives great applause. She acknowledges Charlie,
who applauds and shouts bravos like a boy struck by a thunderbolt. Knox smiles at
Chris as they applaud. he takes her hand and she lets him.

Neil re-enters and takes his bow. The members of the Dead Poets Society cheer. Neil
bows. There are some more cheers from other members of the audience, including
Keating.

Neil's father is gone.

105 INT. WINGS AND BACKSTAGE AREA - NIGHT

The area is a madhouse, full of excited actors, proud parents, well-wishers, etc. As
the members of the Dead Poets Society and Mr. Keating enter, Charlie spots Ginny, who
is surrounded by congratulators.

                                BOY KNOX'S AGE
                 You were great.

A boy cast member Charlie's age puts his arm around her.

                                BOY CAST MEMBER
                 Congratulations!

Ginny is the center of a sea of adulation. Charlie waits his turn and thinks. Finally
he faces her. With total sincerity he says:

                                CHARLIE
                 Bright light shines from your eyes.

Ginny sees that he means it. They stare into each other's eyes.

106 INT. THE BOYS' DRESSING ROOM - SAME

The excited actors enter, jubilant about how well the play went. Neil, in a daze
touched by art, is carried in on the shoulders of his fellow actors. After a
moment of celebration, Neil's father enters, holding back his fury.

                                MR. PERRY
                 Neil, come with me.

Neil gets off the shoulders of his friends.

                                NEIL
                        (surrendering)
                 Yes sir.

Mr. Perry leads Neil toward the dressing room door.

                                MR. PERRY
                 You lied to me!

107 OMITTED

108 EXT. THE AUDITORIUM PARKING LOT - NIGHT

Mr. Perry leads Neil like a prisoner out of the auditorium and toward the cars.
Other actors and members of the audience yell congratulations at Neil. Todd is
behind the throng, trying to reach his friend.

                                TODD
                 Neil, that was great! Neil!

                                CHARLIE
                 We're having a party!

                                MR. PERRY
                 NEIL.

                                NEIL
                 It's no use.

Mr. Keating reaches Neil and takes him by the shoulders.

                                KEATING
                 Neil, you were brilliant!

Mr. Perry pushes Keating's hands away.

                                MR. PERRY
                 Keep away from him!

This stuns everybody. Mr. Perry leads Neil away. Todd, Keating, Charlie,
Pitts, etc. watch as Mr. Perry puts Neil into his car. Charlie starts to go
after him, Keating stops Charlie.

                                KEATING
                 Don't make it any worse than it is.

Mr. Perry starts the car and pulls off. Neil's face through the window is
like a prisoner being taken to his execution.

                                TODD
                 Neil!

Stunned, the members of the Dead Poets Society gather.

                                PITTS
                 We still having the meeting?

109 INT. MR. PERRY'S STUDY - NIGHT

Neil's mother sits in the corner of the room, her eyes red from crying.
Neil's father sits at his desk. Neil enters, still wearing his Puck
costume. He looks at his crying mother. He starts to speak, then:

                                MR. PERRY
                 Son, I am trying very hard to understand why you
                 insist on defying us, but, whatever the reason, I
                 am not going to let you ruin your life. Tomorrow I
                 am withdrawing you from Welton and enrolling you in
                 Braden Military School. You are going to Harvard and
                 you are going to be a doctor.

Fresh tears well in Neil's already bloodshot eyes.

                                NEIL
                        (pleading)
                 Father, that's ten more years. Don't you see,
                 that's a lifetime.

                                MR. PERRY
                 You have opportunities I never dreamed of! I won't let
                 you squander them.

Mr. Perry walks out of the room. Neil's mother looks like she's going
to say something, then doesn't. She exits. Neil stands alone.

110 INT. THE CAVE - NIGHT

PULL BACK FROM the lit candle of the god of the cave, past a 
half-empty bottle of wine and some unused glasses to:

Todd, Meeks, and Pitts sitting huddled for warmth. Each holds a half
empty glass of wine and stares morosely into the flame, aware that
it is the symbol of Neil. After a pause, Todd pounds the wall with
his fist.

                                TODD
                 Next time I see Neil's father I'm gonna smash
                 him. I don't care what happens to me!

He paces.

                                MEEKS
                 Where's Cameron?

                                PITTS
                 Who knows? Who cares?

Charlie enters with Ginny.

                                CHARLIE
                 Guys, this is Ginny Danburry. Ginny, this is
                 Todd, Meeks, and Pitts.

                                PITTS
                        (to Ginny)
                 You were wonderful!

The other boys second this.

                                GINNY
                        (shyly)
                 Thank you.

Charlie looks at Ginny adoringly. Knox enters with Chris. Charlie
looks excited for him.

                                KNOX
                 Hey everybody, this is Chris.

                                MEEKS
                 Whoa, we've heard a lot about you!
                        (Knox stares at him)
                 I mean... You know... I mean...

Keating appears in the entrance of the cave. The moonlight bounces
off the snow from outside, illuminating him from behind.

                                MEEKS, KNOX, TODD
                        (surprised)
                 Mr. Keating!

                                KEATING
                        (to Charlie)
                 Thanks for inviting me.

Keating sees the wine and pours some into a glass.

                                KEATING (CONT'D)
                        (toasting)
                 To Neil.

                                THE BOYS
                 To Neil.

All drink some wine. Outside, the wind howls through the silence.

                                KEATING
                 Now we mustn't be glum. Neil wouldn't want
                 it that way. He did something special 
                 tonight and worth celebrating. Let us join
                 with the howling night. 

        Keating exits the cave. The others follow. Chris and Ginny look
        at Knox and Charlie. 

                                GINNY
                 Knox, what exactly is this? 

                                CHARLIE
                 You'll see. 

                                CHRIS
                 I have to go home. Chet might call. 

                                KNOX
                 It's just for a little while. You promised. 

Charlie leads Ginny off. Chris reluctantly follows Knox.

                                CHRIS
                 You're so infuriating.

111 EXT. THE HILLS NEAR WELTON - NIGHT

The moon is full, the stars are out, the night is clear and cold.
Every tree is covered with icicles. A freeze has turned the 
otherwise barren forest into a wintertime marvel. Mother Nature 
has covered the world with sparkling diamonds. Keating leads 
the group up a wooded path to a spot on a cliff overlooking the
creek. The boys and girls look around. It's an especially scenic 
place. All stand in silence for a moment, taking it in. 

                                KEATING
                 We used to meet here on special occasions.
                 Who would like to convene the meeting? 

                                MEEKS
                 "We went to the woods because we wanted to 
                 suck all the marrow out of life." Anybody 
                 want to read? 

        Keating begins gathering up some firewood. Others help. 

                                KEATING
                 Come on boys, don't be shy. 

                                TODD
                 I have something. 

                                CHARLIE
                 The thing you've been writing? 

                                TODD
                 Yeah. 

        Todd's volunteering surprises everyone. Todd steps forward and 
        takes out some papers from his pocket. He passes slips of paper 
        to each of the others. 

                                TODD
                 Everybody read this between verses. 

        Todd opens his poem and reads. 

                                TODD
                 "We are dreaming of tomorrow and 
                     tomorrow isn't coming, 
                  We are dreaming of a glory that 
                     we don't really want. 
                  We are dreaming of a new day 
                     when the new day's here already. 
                  We are running from the battle 
                     when it's one that must be fought." 

        Todd nods. All read: 

                                ALL
                 "And still we sleep." 

                                TODD
                 "We are listening for the calling 
                     but never really heeding, 
                  Hoping for the future 
                     when the future's only plans. 
                  Dreaming of the wisdom 
                     that we are dodging daily, 
                  Praying for a savior 
                     when salvation's in our hands." 

                                ALL
                 "And still we sleep." 

                                TODD
                 "And still we dream. 
                  And still we pray. 
                  And still we fear. 
                       (pause) 
                  And still we sleep." 

        Todd closes his poem. There is a big applause. 

                                MEEKS
                 That was great! 

        Todd beams, taking it all in. As he steps down, he gets 
        congratulatory slaps on the back. Keating smiles with great 
        pride at his student's progress. He plucks a ball-shaped icicle 
        from a tree. 

                                KEATING
                 I hold in my hand a crystal ball. In it I 
                 see great things for Todd Anderson. 

        Todd faces Mr. Keating, then suddenly, powerfully, they hug. 
        They break, then Keating strikes a match to light the fire.

112 INT. NEIL'S ROOM AT HIS PARENT'S HOUSE - NIGHT

Neil sits alone in his darkened room staring out the window. The emotion
is dried and gone from him, and all feeling is drained from his face.

113 EXT. THE CLIFF ABOCE THE CREEK - NIGHT

Everybody crouches around the fire, warming themselves. After a moment,
Keating stands.

                                KEATING
                 And now, "General William Booth Enters Into 
                 Heaven," by Vachel Lindsay. When I pause, you 
                 ask, "Are you washed in the blood of the Lamb?" 
                           (recites) 
                 "Booth led boldly with his big brass drum..." 

                                ALL
                 "Are you washed in the blood of the Lamb?" 

        Reciting loudly, Keating takes off trotting through the woods. All 
        trot after him: 

                                KEATING
                 "The Saints smiled gravely and they said, 
                 'He's come.'..." 

                                ALL
                 "Are you washed in the blood of the Lamb?"

114 INT. THE HALLWAY IN NEIL'S HOUSE - NIGHT

Down the hallway, in their bedroom, Mr. and Mrs. Perry get into bed and turn
off their bedroom light. A door to another room opens and Neil walks into the
hall. Unseen by his parents, he turns a corner and moves off.

115 INT. MR. PERRY'S STUDY - NIGHT

Moonlight illuminates the room. Neil walks to his father's desk. He opens the
top drawer and reaches in the back, and pulls out a key. With this, he unlocks
the bottom drawer of the desk. Neuil takes the crown of flowers he wore as Puck
and puts it on his head.

116 EXT. THE CLIFF ABOVE THE CREEK - NIGHT

        The group follows Keating through the woods, past icy trees, 
        over snow-covered hills, reciting Vachel Lindsay's poem. 

                                KEATING
                 "Walking lepers followed rank on rank, 
                  Lurching bravos from the ditches dank, 
                  Drabs from the alleyways and drug fiends pale-- 
                  Minds still passion ridden, soul-powers frail:" 

                                ALL
                 "Are you washed in the blood of the Lamb?"

117 INT. MR. PERRY's BEDROOM - NIGHT

The CAMERA DOLLIES SLOWLY in on Mr. and Mrs. Perry as they sleep soundly in their
beds. The DOLLY comes to a stop on the face of Mr. Perry. He looks up.

                                MR. PERRY
                 What was that?

                                MRS. PERRY
                 What?

                                MR. PERRY
                 That sound. Didn't you hear it?

                                MRS. PERRY
                 What sound?

Mr. Perry gets out of bed.

118 INT. THE HALLWAY IN NEIL'S HOUSE - NIGHT

Mr. Perry, in his pajamas, strides through the hallway of his house. He enters
Neil's room, then comes back out into the hall. He heads toward the study.
Behind him, putting on her robe, follows Mrs. Perry.

119 EXT. NEAR A HILLTOP - NIGHT

         Keating stands before a towering, frozen waterfall. This gorgeous,
         icy sculpture seems to defy the laws of gravity. The night sky is
         incredibly clear. The people in the group are lit by moonlight off
         the snow. 

                                KEATING
                 "Christ came gently with a robe and crown, 
                 For Booth the soldier, while the throng knelt down. 
                 He saw King Jesus. They were face to face, 
                 And he knelt a-weeping in that holy place." 

                                ALL
                 "Are you washed in the blood of the Lamb?" 

120 INT. MR. PERRY'S STUDY - NIGHT

Mr. Perry comes in and turns on the light. All seems normal. He's about to
leave when his attentionis cuaght by a black object on the carpet... a
revolver. Alarmed, he moves around to the back of the desk. He sees a pale
white hand and gasps: Neil lies bloody on the floor, dead.

Mr. Perry kneels down and embraces his son. Mrs. Perry wails a horrible wail.

                                MR. PERRY
                 No!

121 EXT. THE HILLTOP - SAME

        Keating stops. He turns and looks at the fields, valley, and 
        the magnificent sky that surrounds them. All are out of breath, 
        but exhilarated. 

                                KEATING
                 "We may or may not be the stuff of eternity, 
                  people, but, while we are here, we are part 
                  of a vast, awesome magnificence."

         He raises his hands to the heavens. 

                                KEATING
                 Don't waste a second of it, people. Exalt in it. 

         He holds his head back and shouts to the heavens. 

                                KEATING
                 ALIVE!! ALIVE!! 

        The others do the same. Shouts go up, cries of joy and ecstasy.
        Knox looks at Chris. Tears are streaming down both their faces. 
        They turn to each other and kiss.

122-3 OMITTED

124 INT. TODD'S DORM ROOM - MORNING

PULL BACK from a closeup of a HAND, to reveal that it is the hand of a
sleeping Todd. The door opens and in comes Charlie, Knox, and Meeks. They
look shaken. They gently wake Todd.

                                CHARLIE
                 Todd. Todd...

Todd opens his eyes. He sits up, looking exhausted. His eyes adjust to the
light, then he closes them and lies back down. He picks up his clock,
squints at it.

                                TODD
                 Jesus, it's only eight. I gotta sleep.

He lies back down for a moment, then opens his eyes again. He sees the other
boys, standing there, staring at him. He senses that something is wrong. He
sits up.

                                CHARLIE
                 Todd, Neil's dead. He shot himself.

Todd looks at Charlie for a minute. The other faces confirm what Charlie is
saying.

                                TODD
                 Oh my God...

He starts to vomit. As he does, he runs out of the room. The other boys look
at each other. Suddenly, Charlie breaks into tears. he covers his face with
his hands.

125 INT. THE DORM BATHROOM - DAY

Todd is moving back and forth, tears streaming down his face. He hits the
walls with his hand.

                                TODD
                 Someone has to know it was his father! Neil wouldn't
                 kill himself! He loved living!

                                KNOX
                 You don't seriously think his father...

                                TODD
                 Not with the gun! Damn it, even if the bastard didn't
                 pull the trigger he--

Todd sobs. Finally he controls himself.

                                TODD (CONT'D)
                 Even if Mr. Perry didn't shoot him, he killed him. They
                 have to know that!

He runs across the room.

                                TODD (CONT'D)
                 NEIL! NEIL!!!

He falls against the wall, sobbing uncontrollably.

126 INT. KEATING'S CLASSROOM - SAME

Keating is sitting alone at his desk in the empty classroom, struggling to
hold back emotion. He stands and walks slowly to Neil's desk. He picks up
a book, prominent there:

It's his own battered copy of Thoreau's Walden. He opens it. Prominent are
the words on the fly leaf: "Dead Poets."

Keating sits heavily into Neil's chair. From his throat comes a sound of
utter anguish.

McAllister looks into Keating's classroom from the door in the back. From
this view, Keating looks small and somehow like a boy himself, sitting
alone in the empty classroom.

127 INT. THE CHAPEL - LATER

The entire school is assembled. Standing along the walls are the teachers.
Keating, looking solumn, is there. Nolan enters.

NOLAN
                 Gentlemen, the death of Neil Perry is a tragedy.
                 He was a fine student, one of Welton's best, and
                 he will be sorely missed. We have contacted each
                 of your parents to explain the situation. Naturally,
                 all are quite concerned. At the request of Neil's
                 family, I intend to conduct a thorough inquiry into
                 this matter. Your complete cooperation is expected.

128 INT. THE TRUNK ROOM - DAY

Charlie, Todd, Knox, and Pitts stand waiting in this junk-filled room. There
is a knock at the door, then Meeks enters.

                                MEEKS
                 I can't find him.

                                CHARLIE
                 You told him about this meeting?

                                MEEKS
                 Twice

                                CHARLIE
                 Oh shit...

Charlie goes to the window and looks out across the lawn. In the distance is
the administration building.

                                CHARLIE (CONT'D)
                 That's it guys, we're all fried.

                                PITTS
                 You don't know that. Maybe he...

                                CHARLIE
                 Cameron's a fink! Why else wasn't he at the
                 last meeting? He's in Nolan's office right
                 now, finking!

                                PITTS
                 But why? Why would he do that?

                                CHARLIE
                 To save himself.

Down the hall there is the sound of a door opening. Knox goes to the door
and looks out. he sees:

Cameron entering the hallway. Knox steps out and motions for Cameron to
come into the trunk room

                                KNOX
                        (loud whisper)
                 Cameron.

Cameron looks at Knox. Cameron hesitates, then enters the trunk room. Charlie,
Todd, Knox, Pitts, and Meeks stare at him.

                                CAMERON
                 What's going on guys?

                                CHARLIE
                 You finked, didn't you, Cameron?

                                CAMERON
                 Screw you, dumb ass. I don't know what you're talking
                 about.

                                CHARLIE
                 You just told Nolan everything about the club is what
                 I'm talking about!

                                CAMERON
                 In case you hadn't heard, Dalton, there's something
                 called an Honor Code at this school. If a teacher
                 asks you something, you tell the truth or you're
                 expelled.

Charlie moves at Cameron.

                                CAMERON
                 Why you...

Meeks and Knox restrain Charlie.

                                KNOX
                 Charlie...

                                CHARLIE
                 He's a rat! He's in it up to his eyes so he
                 ratted to save himself!

                                KNOX
                 Don't touch him, Charlie. You do and you're out!

                                CHARLIE
                 I'm out anyway!

                                KNOX
                 You don't know that. Not yet!

                                CAMERON
                 He's right there, Charlie. And, if you're smart,
                 every one of you will do exactly what I did and
                 cooperate. they're not after us. We're the victims.
                 Us and Neil.

                                CHARLIE
                 What does that mean? Who are they after?

                                CAMERON
                 Why, Mr. Keating, of course. The "Captain" himself.
                 You didn't really think he could avoid responsibility,
                 did you?

                                CHARLIE
                 Mr. Keating? Responsible for Neil? Is that what they're
                 saying?!

He pulls himself free of Meeks and Knox's grips.

                                CAMERON
                 Who else do you think, dumb ass? The administration?
                 Mr. Perry? Keating put us up to all this crap, didn't he?
                 If it wasn't for him, Neil would be cozied up in his room
                 right now, studying his chemistry and dreaming of being
                 called doctor.

                                TODD
                 That's not true! Mr. Keating didn't tell Neil what to do.
                 Neil loved acting.

                                CAMERON
                 Believe what you want, but I say let Keating fry. Why ruin
                 our lives?

                                CHARLIE
                 You asshole.

Charlie bolts across the room and strikes Cameron across the face. Cameron
falls to the floor. Charlie stands over him.

                                KNOX
                 Charlie!

                                CAMERON
                        (at Charlie)
                 You just signed your expulsion papers, "Nuwanda."

Cameron covers his bleeding nose. Charlie turns and walks out. The others
walk out too.

                                CAMERON (CONT'D)
                        (shouting after them)
                 If you guys are smart, you'll do exactly what I did!
                 They know everything anyway. You can't save Keating
                 but you can save yourselves!

129/130 OMITTED

130A EXT. A CEMETARY IN THE VERMONT HILLS - MORNING

It is a bleak winter's dayGusts of wind blow bitter cold as the school
bagpiper marches before the procession, playing a haunting lament. Neil's
coffin is carried on the shoulders of Todd, Charlie, Meeks, Pitts, Knox,
and Cameron... then laid beside a grave. Most of these boys, as well as Mr.
Keating, are having a hard time holding back the tears. Neil's mother,
veiled in black, and Mr. Perry watch, as do Nolan and some other students
and teachers.

Mourners file by and one by one put flowers on Neil's coffin. Todd and the
other boys are red faced with grief. Mr. Perry walks up to Mr. Keating.

                                MR. PERRY
                 I hold you responsible for this!

Mr. Keating is astounded by this accusation. Mr. Perry walks off, leaving
Keating speechless.

131/131A INT. TODD'S DORM ROOM - DAY

Neil's bed is stripped and his desk is empty. Todd sits at his window,
looking across the campus at the administration building. Momentarily,
Meeks is escorted out by Dr. Hager. Hager escorts Meeks across campus,
back to the dorm.

132 INT. THE DORM HALLWAY - SAME

Todd peers out of the door of his room. Meeks and Hager enter the hallway.
Hager stops at the end of the hall.

Meeks walks silently back to his room. As he passes Todd, he doesn't look
at him. But tears stream down Meeks' face. Meeks enters his room and shuts
the door.

                                HAGER
                 Knox Overstreet

Knox comes out of his room and joins Hager at the end of the hall. The pair
exit together. Momentarily, Todd walks across the hall to Meeks' room. Todd
knocks.

                                TODD
                 Meeks, it's Todd.

                                MEEKS (FROM WITHIN)
                 Go away, I have to study.

Todd pauses, realizing what has happened.

                                TODD
                 What happened to Nuwanda?

                                MEEKS (FROM WITHIN)
                 Expelled.

Todd stands stunned.

                                TODD
                 What'd you tell them?

                                MEEKS (FROM WITHIN)
                 Nothing they didn't know already.

Todd turns away.

                                                              DISSOLVE TO:

133/133A INT. TODD'S ROOM - LATER

Todd watches as Knox is escorted across campus and back to the dorm
by Dr. Hager. Again Todd peers into the hall.

134 INT. THE DORM HALLWAY - SAME

Knox and Hager enter. Knox's chin is quivering. He is on the verge of
a breakdown. he goes into his room and shuts the door.

Todd steps back into his room and leans against the wall. The fact that
Knox has been broken clearly shakes him up. He breathes hard and looks
up at the ceiling.

                                DR. HAGER (FROM WITHOUT)
                 Todd Anderson.

135 INT. THE WELTON ACADEMY LOUNGE - DAY

This is the room with the staircase that leads up to Nolan's office. Hager
following, Todd climbs up the stairs like a man climbing the gallows.

136 INT. MR. NOLAN'S OFFICE - DAY

Headmaster Nolan sits at his desk. nearby are Todd's parents. Todd enters
with Dr. Hager and sees his parents. Todd's lip starts to quiver.

                                TODD
                 Dad. Mom.

                                NOLAN
                 Have a seat, Mr. Anderson.

There is an empty chair-- like the prisoner's chair at an inquisition-- in
front of Nolan's desk. Todd sits. He looks at his parents who sit steely
eyed. Perspiration breaks out all across Todd's brow.

                                NOLAN (CONT'D)
                 Mr. Anderson, I think we've pretty well put together
                 what's happened here. You do admit to being a part
                 of this Dead Poets Society?

Todd looks at his parents and Nolan. He closes his eyes. He starts to nod
yes. Before he can, his father speaks.

                                MR. ANDERSON
                 Answer him.

                                TODD
                 Yes...

                                NOLAN
                 I can't hear you, Todd.

                                TODD
                        (not much louder than before)
                 Yes sir.

Nolan looks at Todd, then at the boy's parents. Nolan decides not to press the
issue of Todd's inaudibility. Nolan holds up a piece of paper.

                                NOLAN
                 I have here a detailed description of what went on
                 at your meetings. It describes how your teacher
                 encouraged you boys to organize the club and to use
                 it as a source of inspiration for reckless, self-
                 indulgent behavior. It describes how Mr. Keating,
                 both in and out of the classroom, encouraged Neil
                 Perry to follow this obsession with acting when he
                 knew it went directly against the explicit orders
                 of Neil's parents. It is Mr. Keating's blatant
                 abuse of his position as a teacher that led directly
                 to Neil Perry's death.

Nolan hands the paper to Todd.

                                NOLAN (CONT'D)
                 Read this carefully, Todd. If you have nothing to add
                 or amend, sign it.

Todd takes this paper and reads it. He spends a long
time doing so and, by the time he finishes, his hands
and the paper are shaking. Todd looks up.

                                TODD
                        (to Nolan, with great difficulty speaking)
                 What... what is going to happen... to Mr. Keating?

                                MR. ANDERSON
                 What does that have to do with you?

                                NOLAN
                        (to Mr. Anderson)
                 It's all right. I want him to know.
                        (to Todd)
                 We are not yet clear as to whether Mr. Keating has
                 broken any laws. If he has, he will be prosecuted.
                 What we can do-- and yours and the others' signatures
                 will help to guarantee it-- is see to it that Mr.
                 Keating will never teach again.

                                TODD
                 Never... teach...

Todd's father stands and moves toward Todd.

                                MR. ANDERSON
                 I've had enough. Sign the paper, Todd.

                                MRS. ANDERSON
                 Please, darling, for our sakes.

                                TODD
                 But... teaching is his life! It means everything to
                 him!

                                MR. ANDERSON
                 What do you care?

                                TODD
                 What do you care about me?! He cares about me. You
                 don't.

Todd's father stands over him and picks up the pen.

                                MR. ANDERSON
                 Sign the paper, Todd.

Todd shakes his head no.

                                TODD
                 I won't sign it.

                                MRS. ANDERSON
                 Todd!

                                TODD
                 It's not true! I won't sign it.

Todd's father grabs the pen and tries to put it back in Todd's hand. Nolan
stands.

                                NOLAN
                 That's all right! We don't need his signature.
                 Let him suffer the consequences. 

        Nolan walks around his desk to Todd. 

                                NOLAN
                 You think you can save Mr. Keating? 
                 You saw it, boy, we have the signatures 
                 of all the others. But, if you don't sign,
                 you're on disciplinary probation for the 
                 rest of the year. You'll do work duty every
                 afternoon and every Saturday. And, if you 
                 set foot off campus, you'll be expelled.

        Todd's parents and Mr. Nolan watch Todd, waiting for him to change
        his mind. Todd thinks, then:

                                TODD
                       (low)
                 I won't sign.

                                NOLAN
                 Then I'll see you back here after classes. Leave.

        Todd stands and exits. Nolan looks at Todd's parents.

                                MRS. ANDERSON
                 I'm sorry, Mr. Nolan. I can't help feeling this
                 is our fault.

                                MR. ANDERSON
                        (to the floor)
                 We should never have sent him here.

                                NOLAN
                 Nonsense. Boys his age are highly impressionable.
                 We'll bring him around.

                                                              DISSOLVE TO:

137     OMITTED

        
137A    INT. KEATING'S DORM ROOM - LATER

        Keating sits at his desk, staring into nowhere. Out the
        window, alone on the hill, the Welton bagpiper practices.
        Keating watches the bagpiper for a moment, then stands and
        opens his suitcase. From his bookshelf he slowly takes down
        his beloved poetry - his Byron, his Whitman, his Wordsworth.

138     INT. THE ENGLISH CLASSROOM - DAY

        Todd, Knox, Meeks, Pitts, and the rest of the class are there.
        Conspicuously empty are Neil's desk and Charlie's desk. Todd
        looks numb, his gaze downward, reminding us of the way he
        looked when we first met him. Knox, Meeks, and Pitts look
        humiliated. All of the former club members are too ashamed of
        themselves to look at one another. Only Cameron looks halfway
        normal. He sits studying at his desk as though nothing happened.

        The door opens. In strides Mr. Nolan. All stand. Nolan sits at
        the teacher's desk. All sit down.

                                NOLAN
                 I will be taking over this class through exams.
                 We will find a permanent English teacher during
                 the break. Who will tell me where you are in the
                 Hutton textbook?

        Nolan looks around. There are no volunteers.

                                NOLAN (CONT'D)
                 Mr. Anderson?

                                TODD
                      (softly, barely audible)
                 The... Hutton...

        Todd looks through his books. He fumbles nervously.

                                TODD
                      (still low)
                 I... think we...

                                NOLAN
                      (exasperated with this)
                 Mr. Cameron, kindly inform me.

                                CAMERON
                 We skipped around a lot, sir. We covered the
                 romantics and most of the chapters on post
                 Civil War literature.

                                NOLAN
                 What about the realists?

                                CAMERON
                 I believe we skipped most of that.

        Nolan flips through the text. The door to the classroom opens.
        Mr. Keating enters.

                                KEATING
                      (to Nolan)
                 I came for my personals. Should I wait until
                 after class?

                                NOLAN
                 Get your things, Mr. Keating.
                      (to the class)
                 Now, gentlemen, turn to page fifty-four. Mr.
                 Cameron, read aloud the poem by Eugene Field.

                                CAMERON
                 Mr. Nolan, that page has been ripped out.

                                NOLAN
                 Then borrow somebody else's book.

                                CAMERON
                 They're all ripped out, sir.

                                NOLAN
                      (staring at Keating)
                 What do you mean they're all ripped out?

                                CAMERON
                 Sir, we...

                                NOLAN
                 Never mind, Cameron.

        Nolan carries his textbook to Cameron's desk.

                                NOLAN (CONT'D)
                 Read.

                                CAMERON
                 "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..."

        As Cameron continues reading, Keating, who is at the closet
        in the corner of the room, looks out at the students. He sees 
        Todd, whose eyes are full of tears. He sees Knox, Meeks, Pitts...
        still too ashamed to look him in the eye, but nevertheless full
        of emotion. The irony of Nolan choosing the "Little Boy Blue" is
        too incredible.

        Keating finishes his packing. He walks across the room toward the
        door. Just as Keating reaches the door, Todd can no longer hold it
        in. Todd stands.

                                TODD
                       (interrupting Cameron's reading)
                 Mr. Keating, they made everybody sign it!

                                NOLAN
                 Quiet, Mr. Anderson!

                                TODD
                 Mr. Keating, it's true! You have to believe
                 me.

                                KEATING
                 I believe you, Todd.

                                NOLAN
                 Leave, Mr. Keating!

                                TODD
                 But it wasn't his fault, Mr. Nolan!

        Nolan strides down the aisle and pushes Todd back into his seat.

                                NOLAN
                 Sit down, Mr. Anderson! One more outburst
                 from you--
                       (turns to the class)
                 Or anyone else! And you are out of this school!

        He turns toward Keating, who has taken a few steps back toward
        Todd, as though to help.

                                NOLAN
                 Leave, Mr. Keating!

        The boys stare at Keating. He stares at them, taking them in for
        one last time. He turns and walks toward the door.

                                TODD
                 Oh Captain!

        Keating turns to look at Todd. So does everybody else. Todd
        props one foot up on his desk, then stands up on it. He stands atop
        his desk, holding back tears, facing Mr. Keating.

                                NOLAN
                       (moving at Todd)
                 Sit down!

        As Nolan moves down the aisle toward Todd, Knox (whose seat is on
        the other side of the room) calls Mr. Keating's name and stands up
        on his desk too. Nolan turns and sees this. Meeks musters his courage
        and stands on his desk. Pitts does the same. One by one and then in
        groups, many others in the class follow suit, standing on their desks
        in silent salute to Mr. Keating.

        Nolan, who started at Todd, then at Knox, stands motionless. He is
        amazed by this overwhelming response.

        Keating stands at the door, overcome with emotion.

                                KEATING
                 Thank you, boys. I... thank you.

        Keating looks into Todd's eyes, then into all their eyes. he gives a
        nod, then exits.

        ANGLE ON the members of the Dead Poets Society standing on their
        desks:

        MEEKS

        PITTS

        KNOX

        and finally, TODD, who is holding back tears but standing proud.

                                                                  BLACKOUT.


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