MEXICA

by Jane Alexander Ratzer

Jane Alexander Ratzer 19286 Fox Den Way Morrison, CO 80465303-921-1142jratzer@wispertel.net

Based on the true story

1.*

"MEXICA" *

FADE IN: *

EXT. TEMPLO MAYOR (MAIN TEMPLE COMPLEX), MONTEZUMA'S PALACE, *TENOCHTITLAN -- AFTERNOON **

TITLE OVER: "Montezuma II's Palace and Royal Complex, *Tenochtitlan, Mexico - 1510." *

(SEE THE CODEX MENDOZA, "CASAS NUEVAS DE MOCTEZUMA" IMAGE OF *HIS PALACE & COMPLEX)

Montezuma's palace is inside an impressive, massive complex *containing several temples and many buildings. The twin, *enormous, main temple pyramid (Templo Mayor) are at the far *end. Lake Texcoco borders one side where canoes pull up tothe immaculate, royal grounds with flowering bushes. *

The palace is two stories with external stairs leading to *Montezuma's chambers and various other rooms. *

INT. MONTEZUMA'S PALACE, TENOCHTITLAN -- CONTINUOUS **

A group of MEXICA NOBLES and ELITE ADVISORS are assembled in *a large, sunny chamber. Some are dressed in colorful cotton *garments, some with shell patches and others with bone or *feather ones and limited jewelry like necklaces, bracelets,earrings and lip plugs. Others wear waist length capes withfeather or precious stone embellishment with loincloths andsome are bare chested. *

TENTLIL leads the discussion. Tentlil is about 25 and dark *skinned with a tight black ponytail that spews over a bandon the top of his head. He wears a gold lip plug and a copperand shell necklace covers his chest.

MONTEZUMA II enters the council room. He is in his early *30's, tall, well proportioned and lean. His skin is light *brown and his dark hair falls just over his ears. His faceis long with warm brown eyes. He wears an elaborate green *headdress, a feather, gold and precious stone collar/necklace *and a gold lip plug in the shape of the sun. *

The men bow and avert their eyes as Montezuma joins them. *

Montezuma gestures to a servant girl. She pours xocolatl *(cocoa) from elaborate ceramic vessels into mugs after the *council members get seated at a large wooden table. Montezuma *sits in a decorated wooden chair, at the far end of the table. *

(NOTE: ALL MAYAN AND NAHUATL DIALOGUE WILL BE IN NATIVE *DIALECT AS INDICATED BY TRIBE. ENGLISH SUBTITLES WILL BEUSED.)

2.*

MONTEZUMA *What says your hearts, men? Thank *you for meeting with me. My heart *is worried. Our wise men and women *of the dark arts have seen omens and *signs, telling me that our world is *going to change. *

TENTLIL *My lord, some of us have seen the *flying star that spread it's fire. *But what are the other predictions? *

MONTEZUMA *My sorcerers have found many. But in *a special mirror, I saw the heavens, *the stars and my best warriors riding *on the backs of deer. But the wise *men did not see it. *

ADVISOR #1 *Many have claimed to hear a woman *crying when there no one is there. *

MONTEZUMA *I have been praying and thinking. *What do you suggest? *

ADVISOR #1 *I will meet with the sorcerers to *verify the dates and omens of the *calendar. *

TENTLIL *More tribute to Quetzalcoatl may *help. *

MONTEZUMA *Agreed. Tentlil, you will lead a *holy mission to obtain hearts and *comestibles for our warriors. Our *splendid empire depends on more *tribute that will also diminish these *omens.

TENTLIL *Yes. I will organize a group to leave *immediately. The commoners will be *asked for additional tribute but *also for the celebration of Xipe *Totec, who gives us vegetation and *renewal. *

MONTEZUMA *I will leave you now. *

(MORE)

3.*

MONTEZUMA (CONT'D)I must pray for stability for our *great territory and to prepare for *the celebration of Xipe Totec to *bless of our crops. *

*

EXT. VILLAGE NEAR PUEBLA, MEXICO -- AFTERNOON **

TITLE OVER: "Village near Puebla, Mexico - a week later, *1510" *

NATIVE VILLAGE WOMEN wearing simple, dyed agave dresses or *long skirts and blouses are gathered near a fire, making *maize cakes (corn tortillas). The maidens have long, straight, *shiny dark hair and the women wear long braids. Some have *feathers or precious gemstones woven into their garments and *wear gold jewelry including in their hair, while others wear *none. Some use thick, stone pestles and mortars and others *use stone tablets and rollers. A beautiful TEENAGE DAUGHTER *and her MOTHER sit cross legged in the group, laughing and *talking while they shuck and sort maize.

Below them more WOMEN fill jugs of water and rinse out *clothing in a slow moving river. CHILDREN splash and play while VILLAGE MEN in loincloths fish with nets further down *river. Other men work in the fields alongside the river.

The mother's eleven year old YOUNG SON charges into the *village center, shouting and frantically BLOWING a BIRD BONE *WHISTLE tied around his neck. The women stop their work andrush inside their homes, grabbing their children and shouting. *

Then men drop their nets and field tools, running toward *their adobe and volcanic rock homes.

LOUD DRUMS and CONCH SHELLS suddenly overtake the quiet woods. *A few moments later, several hundred Mexica WARRIORS emerge *out of the trees, into the village. Most of the warriorswear simple feather headdresses and loincloths with cottoncloaks. Many have lip and ear plugs. They carry spears,clubs and obsidian tipped knives.

The smaller troops of elite JAGUAR WARRIORS wear jaguar fur *skins as fitted capes and hoods and the EAGLE WARRIORS wearfeathered shields and helmets. Many wear light but fitted *chest plates. *

Tentlil leads the warriors. He BLOWS A CONCH shell loudly, *quieting the village.

The village men start quickly bringing lumber poles, rolls *of dyed cotton cloth and baskets of maize to the villagecenter. A few older women shovel dried salt into magueybags and pile fruits and vegetables into baskets.

4.*

Five Mexica warriors surround an adobe home. The MOTHER and *TEENAGE DAUGHTER are dragged out, screaming by their hair. *The YOUNG SON with the whistle follows them, shouting and *grabs onto his mothers' leg. A warrior kicks him in thehead and his arms fall away as he curls in a ball in thedirt. The mother shouts and the warrior slaps her hard acrossthe face.

The villagers cease all activity and are silent. They kneel *and avert their eyes as the Mexica warriors and Tentlil *assemble. *

TENTLIL *(in Nahuatl) *

Our great lord and emperor, Montezuma, *demands your tributes and hearts for *Tenochtitlan to be blessed and thrive. *I'm sure your prayers have started *for the season of rebirth and *fertility so we may all be blessed *by Xipe Totec for bountiful crops. *Your additional tributes will add to *our favor from the gods. Remember *that you are priveleged to glorify *our gods through your tributes. Your *taxes gain your protection by the *emperor and his warriors. *

The villagers are quiet and keep their eyes down. *

Tentlil gestures to two WARRIORS who rush off. They survey *the villagers and grab the prettiest, youngest women by the *hair.

The MOTHER and TEENAGE DAUGHTER are holding hands when a *warrior yanks the daughter away by the arm. Ten young women *are lined up and some cry quietly as their hands are roped *together behind their backs.

The MOTHER looks the opposite direction and stifles tears *upon seeing her YOUNG SON, blood dripping from the wound on *his head, being herded by warriors. *

Six village men are attached to a wooden pole by tight rope *collars. Mexica warriors hold each end of the pole.

The villagers keep their eyes on the ground. The MOTHER *shudders, having met eyes with her TEENAGE DAUGHTER, her *face strained. She searches the chaos desperately for her *YOUNG SON.

The warriors efficiently grab men while others prepare the *poles and collars. A procession of village men attached to *the poles are led out of the village by strong, muscular *PORTERS. *

5.*

Many more porters follow behind, carrying litters, loaded *with tribute of animal pelts, cages with live turkeys, *parrots and colorful birds, bound rolls of dyed maguey cloth *and bolts of cotton. *

The MOTHER covers her mouth, seeing her YOUNG SON craning *his neck to find her. He is at the front of the long ropewith boys and young women tied by their wrists. Her DAUGHTER *is second to the last of the same rope, her head down asthey leave the village. She turns to the woman beside her,puts her head on her shoulder for support. *

EXT. TEMPLO MAYOR (MAIN TEMPLE COMPLEX), MONTEZUMA'S PALACE, *TENOCHTITLAN -- THE NEXT MORNING **

Montezuma begins slowly climbing the steep stone temple/ *pyramid stairs on a clear dawn with pink and orange skies. *The pyramid is enormous with hundreds of stairs. Four MexicaCACIQUES (chiefs) dressed in colorful capes, jewelry and lipand ear plugs walk several stairs behind. Montezuma's lipsmove quietly, as he prays. *

At the top are two enclosed shrines with space in between. *A CHACMOOL STATUE (a ghoulish man holding an urn in his hands) *already drips with blood, near the clean sacrificial stonealtar.

A PRIEST with long, black, hair, matted from dried blood, *wears a neck to feet black cotton gown that is smudged with *blood. He gives the YOUNG SON from the village sips from a *cup.

YOUNG SON *(in Nahuatl) *

Sir, no more. I feel sick. *

PRIEST *Drink. Your duty is almost fulfilled *and you will be more comfortable. *

The YOUNG SON grimaces but drinks. He stumbles, struggling *to walk and looks up timidly as he is led by the priest. *

Four priests of similar appearance seize an arm and leg to *splay the YOUNG SON over the stone. He is drunk and passive. *A PRIEST holds the sacrificial knife over the boys heart. *He prays loudly and Montezuma approaches. With a nod fromMontezuma, the priest cuts open the boys lower chest and *expertly removes the heart, through the diaphram. The YOUNG *SON's head falls back. His body seizes then stiffens. The *PRIEST holds the dripping, still beating heart to the sky. *

MONTEZUMA *In celebration of Xipe Totec, our *priests wear the skins of these boys, *

(MORE)

6.*

MONTEZUMA (CONT'D)to absorb the gift of rebirth, like *our crops and trees at this season. *We honor Huitzilpotchtli, with these *hearts, to feed the rising sun, giving *all of us life. With our blood, we *return what is yours. *

The priest places the beating heart in the chacmool. The *priests lay the dead YOUNG SON on the ground. With obsidian *knives, they expertly flay the boy, the skin removed in neatstrips. The head priest clamps his gown sleeves to hisshoulders with elaborate gold and silver pins at theshoulders. The dripping strips are placed on the headpriest's lower and upper arms. Feathers and ornaments are *attached to the skin. The body of the young son is thrown *down the pyramid stairs by two of the priests. *

At the base of the pyramid a crowd of men and women is *assembled. COSTUMED DANCERS perform among HYMNS, WHISTLES *and DRUMS. As the body falls, they bloodlet their own fingers *and pierce their ear lobes and tongues, savoring the presence *of the blood.

Montezuma, the priests and the caciques also perform auto *sacrifice and blood drips from their fingers, ear lobes and *tongues. *

MONTEZUMA (CONT'D) *Xipe Totec and Tlaloc, god of rain, *you have been generous in your *blessings for over 200 years. As we *give more gifts to you, I humbly askyou bless us with more riches, power *and fertile crops. Let the omens *disappear as we glorify you. *

The group chants and the priest peels off the strips of skin, *placing them in a pottery container. To the far left, *another priest unties one of the five boys tied to a rope. *The boys are listless and groggy as they are passed the cup. *

*

INT. CHAPEL IN SANTO DOMINGO, HISPANIOLA -- MORNING **

TITLE OVER "Santo Domingo, Hispaniola 1510" *

HERNAN CORTES, age 25, is tall and muscular with broad *shoulders, dark brown wavy hair and gleaming brown eyes. He *kneels in the front row of a small Catholic church, alone. *

His eyes look upon a dominant CRUCIFIX with a statue of Jesus, *with the BLEEDING WRISTS, LEFT RIBCAGE, HANDS and FEET. *

He makes the sign of the cross on himself before approaching *the LARGE STATUE of the VIRGIN MARY and kisses her feet, on *the left side of the crucifix. *

7.*

He does the same to the STATUE of ST. JOSEPH on the right *side of the crucifix. He then returns to the MARY STATUE *and lights two candles. *

He sits in a pew, gazing out a small window with a view of *palm trees blowing in the wind. *

FLASHBACK TO: *

EXT. PORT OF SEVILLA, GUADALQUIVIL RIVER, SPAIN -- MORNING **

TITLE OVER: "Sevilla, Spain, 1503" *

Cortes, age 19, is slender and walks briskly toward a large *ship docked on the Guadalquivil River, bordered by palm trees, *with a canvas bag slung over one shoulder. He purposefullypushes through the crowded dock, which bustles with *TOWNSPEOPLE, VENDORS and the SHIP CREW.

CATALINA PIZARRO ALTAMIRANO, his mother and MARTÍN CORTES, *his father wait close to the large merchant ship. They search *the crowd. His mother tugs on his father's sleeve and points *at Cortes as he approaches the ship. He looks surprised as *their eyes meet.

CORTES *Mother, what are you doing here? *

MOTHER *To beg you one last time, please *don't go. What if you get sick again? *You're too weak for the trip. *

Cortes rolls his eyes and shakes his head in dissent. *

CORTES *Mother, I haven't been sick since I *was a boy. Please, stop worrying. *I'm a grown man, ready to make a *name for myself in the New World. *

MOTHER *But you've barely recovered from *your fall. *

He smiles at her. *

CORTES *I'm fine. I'll send you riches as *soon as I'm able. *

His father, by her side, is scowling. He takes Cortes by the *arm and turns his back to his wife. *

FATHER *Son, you can't just run away from *your problems. *

8.*

CORTES *What problems? *

FATHER *Your shameful affair with an older *woman. And dropping out of law school. *

CORTES *Father, I must take control of my *own destiny. Not the one you want *for me. *

FATHER *I wish you would be more respectful *of your family and our standing. *

CORTES *But our standing is part of why I *must leave. I'm tired of struggling. *Father, the ship is boarding. Wish *me well.

Cortes hugs his mother and his father watches stoically as *Cortes boards the ship. *

He leans against a rail, looking at the river, opposite the *dock, smiling. JUAN JARAMILLO, a young man with light brown *hair and green eyes tentatively approaches. They start *talking and Cortes gently pats the young man on the back. *

*

EXT. MID - ATLANTIC PASSAGE ON SHIP -- SUNSET **

Hernan and Juan are tying ropes, from a basket, seated on *the outdoor upper deck of the ship. SHIPMATES are doing chores *around them. *

JUAN JARAMILLO *I'm finally getting my appetite back. *This voyage has been more difficult *than I expected. *

CORTES *Agreed, my friend. We only have a *few more weeks on board. *

JUAN JARAMILLO *Aren't you nervous about finding *somewhere to stay or a job? *

CORTES *Not at all. A man can easily make *his mark in the New World and *opportunities are boundless. And *Governor Ovando will help me. *

9.*

JUAN JARAMILLO *I'm going to miss my family and my *girlfriend. *

CORTES *I might miss my mother but my father *thinks of me as a disappointment. *His picture of my life is one of *misery as a dutiful soldier for the *King's holy wars or cornered into *the boring existence of a commoner *in a small village, struggling to *survive. He won't admit to our *financial problems, because of his *pride. And title. *

JUAN JARAMILLO *But isn't your family noble? *

CORTES *Yes, hidalgo. But without income or *options to earn one. *

JUAN JARAMILLO *Much of my family is traveling to *the Americas and some have already *met with success. Sorry your father *isn't supportive. *

CORTES *It is fine. I will no longer have to *worry about pleasing him and can *focus on my own goals. Someday he *will hear about what I've accomplished *and change his opinion. Is your family *running from something because they *aren't Christian? *

JUAN JARAMILLO *Not exactly. But we don't support *the Inquisition. *

CORTES *What are you? Infidels? *

JUAN JARAMILLO *Of course not. Are we done? Maybe a *bit of supper will be left for us.

(pushes a rope into a large basket) *

CORTES *You go on. I want to impress the *captain. *

10.*

EXT. PORT OF SANTO DOMINGO, HISPANIOLA -- MORNING **

TITLE OVER: "Port of Santo Domingo, Hispaniola, Six Weeks *Later" *

Cortes and Juan Jaramillo are the first to wobble off the *ship. Palm trees sway in the wind on a cloudless sunny day. They walk unsteadily up the cobblestone road alongside a fewhorses and carriages.

CORTES *Adventure awaits, Juan. *

JUAN JARAMILLO *At last, dry land. Thanks be to God. *Hernan, join me at my brother'sestate. He'll give you a job. *

Cortes affectionately grabs Juan's shoulder. *

CORTES *No thanks, my friend. *

JUAN JARAMILLO *Just for a few days, so you can earn *some money? *

CORTES *I have all that I need. *

Cortes pulls out a small black leather coin purse from his *vest pocket. He shows it to Juan and smiles. *

JUAN JARAMILLO *Well, good luck. You know where to *find me if you need help.

CORTES *God will bless me. I won't need your *help. *

They embrace. Cortes hurriedly walks to the town center. *

INT. GOVERNOR OVANDO'S OFFICE, SANTO DOMINGO -- MOMENTS *LATER

Cortes boldly opens the door to the only formal building in *the town center. The SECRETARY startles, a formally dressedolder man seated behind a large wood desk.

SECRETARY *(irritated) *

May I help you? *

11.*

CORTES *Greetings from Spain. I've come to *see Señor Ovando. Tell him Hernan *Cortes of Medellin is here.

SECRETARY *He knows you? *

CORTES *Yes. A family friend. I trust he *has received my letter.

The secretary walks down the hall. He returns and gestures *for Cortes to follow him to GOVERNOR OVANDO'S office. TheGovernor is portly and finely dressed with a partly baldinggray hairline. He smiles as he stands to greet Cortes andthey embrace.

GOVERNOR OVANDO *Hernan! How are you? And your *family?

CORTES *Well but I'm glad to leave the *problems at home behind. I'm hoping *to find gold. *

Governor Ovando laughs and claps his hands together. *

GOVERNOR OVANDO *Hernan, my boy! I fancy myself the *next Midas too.

(laughs) *A more realistic approach is to farm *and raise livestock.

CORTES *I respectfully disagree. How fares *the New World?

GOVERNOR OVANDO *Since Queen Isabel and King Ferdinand *appointed me Governor of the Indiesand Hispaniola, very well indeed. *When I received your letter, Iappreciated your thirst foropportunity here. You remind me ofmy younger self.

Cortes bows with flourish. *

CORTES *Congratulations, Governor. *

GOVERNOR OVANDO *I miss your parents. *

(MORE)

12.*

GOVERNOR OVANDO (CONT'D)They are dear friends. Your motherwrote to me that you remain sickly. But you look well to me?

CORTES *You know my Mother. A Pizarro and *always worrying. I'm fine. *

GOVERNOR OVANDO *After asking him repeatedly, your *father hinted that your family'sreduced circumstances have notimproved. But such is the plight of *many hidalgo families, like yours. *Trapped by their name. *

CORTES *My father begged me to go back to *law school but I won't. Insufferably *tedious, but what I did learn about *law might be useful. *

GOVERNOR OVANDO *Your father wants only the best for *you. *

CORTES *Which is why I'm here. Where one *can make his own name.

GOVERNOR OVANDO *As Governor and in honor of your *fine family, I'll give you a parcelof land and natives to work it. In *return, you will help me if thenatives rebel. You are good with a *sword?

CORTES *Yes, of course. I accept your offer, *Governor. *

Cortes kisses his hand, bows and leaves. *

EXT. CORTES PLANTATION, AGUA -- DAY **

TITLE OVER: "Agua, Hispaniola, Six Years Later, 1510" *

Cortes works on his plantation, leading a horse and small *wagon. His face is pink, drips with sweat and his white *cotton shirt is soaked. He squints and stops working,listening to galloping hooves approaching on the dirt road. NATIVE, TAINO SLAVES hoe a large field. *

13.*

Governor Ovando sweats in his formal clothes and waves his *arm before stopping abruptly in front of Cortes.

CORTES *To what do I owe this honor? *

GOVERNOR OVANDO *The natives refuse to work. We could *lose the harvest.

CORTES *You'll have your harvest. I'll get *my sword. Gather the men and meetat the plaza.

GOVERNOR OVANDO *Agreed. Hurry! *

Governor Ovando kicks his horse and gallops away. *

INT. GOVERNOR OVANDO'S HOUSE -- DAY **

Governor Ovando and Cortes are finely dressed. They sip *from silver goblets on a terrace bordered by flowering bushesand vines overlooking the sea.

GOVERNOR OVANDO *You've proven yourself a leader and *single handedly saved the harvest. Take this small token of myappreciation.

Governor Ovando smiles at Cortes and gives him a gold *medallion of St. George fighting the dragon.

CORTES *I am honored. Although St. George's *dragon was a more formidable opponentthan mine.

He reaches into his vest and pulls out the black leather *coin purse. He fondles his two small silver coins beforedropping the gold medallion inside.

GOVERNOR OVANDO *I'd like you to go to Cuba for me. *I need a man like you to control the *natives. *

CORTES *(smiling) *

Intriguing. That I can do. *

Cortes uncurls his fingers to look at his coin purse, still *in his palm.

14.*

GOVERNOR OVANDO *I'm sure you want to know if Cuba *has gold. Or silver.

Cortes smiles. *

CORTES *You know that answer. *

GOVERNOR OVANDO *Indeed, the first expedition found *gold.

CORTES *Yes, I accept. *

GOVERNOR OVANDO *(laughing) *

Excellent. *

CORTES *Will I be in command? *

GOVERNOR OVANDO *Secretary Velasquez is the captain *and you'll depart in a week. Make *your arrangements. *

BACK TO PRESENT: *

Juan Jaramillo, now a man in his mid-20's enters the chapel. *Cortes turns his head to the sound. *

JUAN JARAMILLO *You must be asking for blessings for *your trip to Cuba? *

CORTES *Yes. I hope to see you there soon. *If Secretary Velasquez would just *step aside, you would be joining me *tomorrow. If I had reached Governor *Ovando sooner, I could have led this *expedition.

JUAN JARAMILLO *Velasquez is very obedient to the *crown. I'm sure I will meet you *there, in good time. St. James be *with you both, my friend. *

*

EXT. THE CARIBBEAN SEA -- DAY **

It is a sunny, warm, breezy afternoon at sea as Cortes, DIEGOVELASQUEZ and their shipmates sail toward Cuba. DiegoVelasquez is in his late 30's, rigid and formal.

15.

He and Cortes stand at the bow of the ship, gazing to thewest.

CORTESSeñor Velasquez, land ahead! Cuba *is so close!

Diego Velasquez rolls his eyes and smirks.

DIEGO VELASQUEZYes, Hernan. You are so easilyexcited. Like my dog.

CORTESOf course I'm excited! This isuncharted territory for Spain.

Diego Velasquez polishes his looking glass then holds it tohis eye.

DIEGO VELASQUEZI'll get excited once I am governor and Cuba has made me rich.

Velasquez turns his back on Cortes and walks away just asCortes begins to speak.

EXT. XUAREZ ESTATE, CUBA -- AFTERNOON

TITLE OVER: "Cuba, Four Years Later, 1514"

An impressive stone home on a large plantation is at the endof a long, tree lined dirt road.

Four young ladies, the XUAREZ SISTERS, sit on wooden bencheson the front porch. They have dark hair and are well dressed. Two of the sisters sew and two read. Hearing a visitorapproach, pretty CATALINA drops her sewing onto her lap tokeenly watch.

Cortes, now 28, has a groomed beard, broader shoulders and *engaging dark eyes. He ties up his horse then locks eyesmischievously with Catalina while coming up the porch stairs.

CORTES(bows)

Good day, Señoritas.

They giggle. He slowly looks each sister in the eye, smilesthen kisses each of their hands. He greets Catalina lastand after kissing her hand, holds it. She blushes. He staresinto her eyes and presents her with a red handkerchief witha blackwork embroidery border from his pocket.

She bows to him exaggeratedly, waving the handkerchief nearhis face then laughs with her sisters.

16.*

She tucks it into the bodice of her dress.

Cortes pulls a SCROLL tied with ribbon from his shoulder bag *and gives it to Catalina.

CORTES (CONT'D)Give this to your father. I'll returnto visit you soon.

He holds eye contact with Catalina and smiles warmly at her. He bows then rides away. The sisters giggle and talk.

Catalina leaves her sisters and leans on the farthest edgeof the porch railing. She pulls the red handkerchief fromher dress and strokes it, straining to watch him ride away *until he is a speck in the distance. *

*

EXT. CHURCH, TOWN CENTER, ST. JAGO, CUBA -- EVENING

Cortes enters a small, stone church wearing a faded red jacketand black pants. The heavy wooden door is propped open byan altar boy.

Catalina and her three sisters arrive in a covered carriage. Catalina wears a white wedding gown with lace embroidery anda simple lace veil that covers her face. Her dark hair ispulled back tightly underneath.

Her sisters giggle and hold up her long dress so it doesn'tdrag on the ground. At the church door, Catalina stops to pull the red handkerchief from her chest and kisses it. Sheputs it back and makes the sign of the cross.

They enter the church and the altar boy shuts the door. **

INT. RESIDENCE OF DIEGO VELASQUEZ, HAVANA, CUBA -- AFTERNOON **

TITLE OVER: "Havana, Cuba, 1518" *

Diego Velasquez and Cortes are seated in a living room. A *black SERVANT GIRL serves beverages. *

DIEGO VELASQUEZ *Hernan, I'm very busy. What do you *want? *

CORTES *Congratulations on the success of *the Juan de Grijalva expedition to *the land to the west of us. I have *heard many tales of natives with *gold there. *

17.*

DIEGO VELASQUEZ *Correct. And how does this matter *concern you? *

CORTES *As the governor, you have the *authority to appoint me as the leader *of the next voyage. *

DIEGO VELASQUEZ *I suggest that you tend to your own *affairs rather than meddle in mine. *I will select and designate the *captain. A formal request has already *been sent to King Carlos V and I'm *awaiting his timely response. *

CORTES *But you are the governor. Why not *take action? The parchment will arrive *in due time. *

DIEGO VELASQUEZ *Hernan, your over eagerness is exactly *why I'm reluctant to consider you as *captain for the next expedition. One *must obey protocol. *

CORTES *If I fund and obtain more ships, *would you reconsider? *

DIEGO VELASQUEZ *All in good time. Now please take *your leave. *

*

EXT. TOWN CENTER, ST. JAGO, CUBA -- DAY **

Street MERCHANTS and TOWNSPEOPLE gather in the main plazawith Cortes in the center.

CORTESYou've all heard about our brothers *that just returned from a land to *the west on the Grijalva voyage. *They say the riches there defy *imagination, yet they barely touched *the mainland. We must hurry. Join *me to seize our share!

BEARDED MANYou have the King's permission?

CORTESAwait parchment from the Old World? Hah! Destiny calls. *

18.

PEDRO DE ALVARADO is the same age as Cortes with strawberryblond hair, blue eyes and fair, freckled skin. He movescloser.

PEDRO DE ALVARADO(loudly)

I just returned from the Grijalva *trip and he speaks the truth. The *natives traded with gold. *

BEARDED MAN(indignant)

You'll go to jail for treason!

PEDRO DE ALVARADOThe risk is worthy. I'll join you.

CORTESWe'll fill chests with gold beforeVelasquez knows we're gone. Come.

Eight MEN along with Pedro de Alvarado follow Cortes. Juan *Jaramillo, now a handsome man in his late 20's, joins them. *They sit closely on wooden barrels in a corner of the plaza. *The bearded man is unmoved, frowning at them, his arms crossedon his chest.

EXT. MAIN PLAZA, HAVANA, CUBA -- DAY

TITLE OVER: "Havana, Cuba - 1519"

Cortes animatedly makes rounds through the village, *approaching MEN OF ALL AGES, talking to them. The MEN engage, *nodding and talking among themselves. *

*

INT. CORTES ESTATE, ST. JAGO, CUBA -- MORNING

Dawn's light slowly enters through the window of Cortes' andCatalina's bedroom.

Cortes wakes and Catalina is deeply asleep when a naked Cortespulls her close to him. She groggily looks at him and smiles. He kisses her neck greedily. He unties the bow at the neckof her sleeping gown. He yanks it open and pulls out thered and black handkerchief. He tickles her bare chest withit.

CORTESI want you to remember our lastmoments together.

Catalina rubs her eyes, still waking. She leans up on herelbow.

19.

CATALINAI'm worried you'll be caught.

CORTESGreat things are achieved only bygreat deeds, my dear. I need to *make my parents proud.

She smiles and kisses him.

CATALINAAnd me too. When will I see youagain?

CORTESI'll send for you as soon as I'mable.

He covers her face with the handkerchief and she playfullymoves it away then kisses him. *

*

EXT. HARBOR OF CAPE SAN ANTONIO, CUBA -- LATER THAT MORNING **

TITLE OVER: "Cape San Antonio, Cuba, February 18, 1519.

11 Spanish galleons containing 650 Spaniards, 200 natives, 16 horses, 15 mastiffs and 10 greyhounds depart at daybreak,with the Spanish and Cortes' flags flying. Cortes' flag haswhite and blue flames with a red cross in the center whichreads in Latin "Friends, let us follow the cross, since ifwe have faith, by this sign we will conquer (in Englishsubtitles)."

Governor Velasquez has a furrowed brow as he speed walksdown the main cobblestone street to the harbor in his sleepinggown. He stops at the dock entrance to shade his eyes fromthe blaring sun. He sees the last three ships, barely visibleon the horizon. Running onto the dock, gasping for breath *and red-faced, he waves his fist and shouts. *

GOVERNOR VELASQUEZNo!! You are not authorized!! Notauthorized!

EXT. COZUMEL -- AFTERNOON

TITLE OVER: "Cozumel"

The ships are moored and the Spaniards and Cuban natives are *gathered on the beach. Cortes BLOWS A BONE WHISTLE and a *large circle forms around him.

CORTESMen, I commend your strength.

(MORE)

20.

CORTES (CONT'D)I hold out to you a glorious prize,but it is to be won by incessanttoil. Great things are achievedonly by great exertions and glorywas never the ward of sloth. Youare few in number, but strong inresolution. If this does not falter,the Almighty, who has never desertedthe Spaniard in his contest with theinfidel, will shield you. Our causeis just and you are to fight underthe banner of the Cross. Go forwardthen, to the lands of New Spain! Use caution; the natives may besavage. Return to camp by dusk. God be with us.

The group says "Amen" and they rapidly enter the jungle insmall groups. Cortes mutters to quietly to Juan, *

CORTES (CONT'D) *And most of all, let us make the *rules in this new land. *

Juan smiles at Cortes. *

CORTES (CONT'D) *Men, follow me. *

Cortes' group, including Juan, stumbles upon a small pyramid. *After climbing the stairs, they find an incense urn burningat the entrance.

CORTES (CONT'D)Reminds me of a mosque. *

Pedro gestures to the entrance and they enter.

The enclosed shrine is dark. The walls, floors and idolsare COATED WITH BLOOD, hardened and fresh. The men cover *their noses and mouths with handkerchiefs. Cortes and someof the men gag as they rush outside, squinting in the brightlight.

They startle at the sight of three MAYANS in loincloths, *staring at them with stoic faces. Cortes bows and his mendo the same. The Mayans continue staring. The Spaniards *depart down the stairs and disappear into the dense jungle.

The MAYANS watch them acutely, unmoved atop the pyramid. *They focus on the SPANISH SHIPS, anchored away from the shore. *

21.*

MAYAN 1: *(in Mayan with English *subtitles) *

These must be the men from the *floating towers, from across the *immense sea. *

MAYAN 2: *I thought they were hills on the sea *but they now look like towers. They *have pale skin and thick beards, *like the ones before. *

MAYAN 1: *In shining metal suits, but still *barbarians. We need to report back *immediately. *

*

EXT. SPANISH CAMP, COZUMEL -- DUSK **

Cortes and Pedro stand at the waters edge on the beach,watching three figures approach in a hollowed tree canoe. JERONIMO DE AGUILAR, a tattered, thin white man with long,salt and pepper, matted hair and a snarled gray beard, is *with two MAYANS. They land the canoe with help from Cortes *and Pedro.

CORTESI am Captain General, Hernando Cortes. This is my chief lieutenant, Pedrode Alvarado. Who are you?

Jeronimo speaks slowly and carefully with hand gestures. *

JERONIMO DE AGUILARJeronimo de Aguilar. I heard *villagers talk of water houses on *the sea. I came quickly. *

CORTES *How did you arrive, brother? *

JERONIMO DE AGUILAR *Here eight years. I was in shipwreck *from Hispaniola. Storm. Only a *few survive. I slave to Mayas. *

Jeronimo hugs Cortes, almost collapsing into his arms. Cortes *looks at Pedro, surprised. *

CORTES *Mayas. You speak their tongue?

JERONIMO DE AGUILARYes, of Maya. Spanish difficult. *

(MORE)

22.

JERONIMO DE AGUILAR (CONT'D)I was friar in Spain and worked not *to forget in past eight years. *

(smiles weakly)

CORTES(smiling)

Your Spanish is fine. I hereby liberate you from Maya slavery. *

JERONIMO DE AGUILARThank you, Sir Cortes. I am happy *see ships. Maya try to make me *convert but I refuse. I stay with *you now? *

CORTESYes, Jeronimo. You will be a valued *guide and interpreter. Tell me moreabout this land.

JERONIMO DE AGUILARMaya very smart. Study stars andmath. Strange religion and customs. Other tribe far from sea. Importantwarriors. More power. NameTenochcas. Or Mexicas. Or Aztecs. They come to Maya village and steal.

CORTESDo they have armies?

JERONIMO DE AGUILARYes. But Mexica most powerful. *

CORTESVery helpful, Jeronimo. Welcomehome.

Cortes laughs and slaps Jeronimo on the back. Jeronimostartles.

CORTES (CONT'D)You are safe now. Make yourselfcomfortable.

Cortes and Pedro walk off together as Jeronimo worriedlysurveys the beach and Spanish camp. *

*

EXT. CARIBBEAN SEA -- AFTERNOON **

The 11 ships sail away from Cozumel in a straight formation,hugging the coast. Juan Jaramillo hangs over the rail with *some other SOLDIERS on the first ship. *

23.

JUAN JARAMILLODo you see that? In the water there?

SOLDIERNo. Where?

JUAN JARAMILLO(pointing)

Look-it's a greyhound! The littledevil must be swimming from the beach. Greyhounds aren't native here?

SOLDIERMy God! We lost a few greyhounds onthe Grijalva trip. He must recognizeus. Come boy, come here boy!

The dog swims over quickly and the men reach down to lifthim onto the ship. The wet, gray dog licks Juan's faceexcitedly.

JUAN JARAMILLOYou're a good omen. You'll be ourmascot.

The men laugh and fuss over the wet dog.

EXT. MOUTHS OF THE RIO DE GRIJALVA AND USUMACINTA RIVERS, *TABASCO -- DAY

Cortes talks to Juan Jaramillo and Pedro de Alvarado on the *deck of a ship. *

CORTES *We need fresh water. We're going to *have to try to get some here. *

As the ships sail closer to the beach, thousands of CHONTAL *MAYAS cover the beach and swamp like ants. They are armed *with slings, spears, knives, clubs and bows and arrows. More CHONTAL MAYAS hide behind trees and the inlet of the *rivers.

A large hollowed tree canoe with five native CHIEFS approaches *Cortes' ship. CHIEF TABASCO, the cacique of Cintla speaksfirst. He wears an elaborate loincloth, a colorful robe andgreen feather headdress. His earlobes are stretched by largecircular earrings. A layered metal necklace with jade andturquoise stones hangs to the middle of his chest. Jeronimode Aguilar translates.

JERONIMO DE AGUILARHe asks why are you here?

24.

CORTESWe've come to be your brothers. Wehave gifts for you.

CHIEF TABASCOWe'll kill you if you enter ourvillage. We are hated by neighbortribes for speaking to your brotherswho came before you.

CORTESCan we get some food and water, inexchange for our goods?

CHIEF TABASCOCome past the palms and we'll killyou.

Chief Tabasco points to the mouth of the river. The beachand river are barely visible through the swarm of natives incanoes and on land, spears and slingshots ready. The canoeturns away and returns to shore.

Cortes turns to Pedro de Alvarado.

CORTESWe attack in the morning. *

*

EXT. CINTLA, TABASCO -- THE NEXT MORNING

TITLE OVER: "Cintla, Tabasco"

The Spaniards pray on their knees during mass on the ships.

After, they sharpen the blades of their swords and cleantheir harquebuses. The horses are saddled and ready. The *mastiffs tug on their leads. The men congregate on deck, *sweating in their upper body armor and helmets.

CORTESMen, we are ready. St. James iswith us!

SOLDIERS(shouting and yelping)

Yes!!

The ships anchor at the river mouth. Down river, DRUMS beat *loudly. Conches blare. The native WAR CRIES and INSTRUMENTS *are uncomfortably loud.

Still on board, two young Spanish soldiers, ALFONSO and JAIME,both 17, look at each other, covering their ears.

25.*

ALFONSOMy God, there are so many! Some aredarker than the Moors. I can onlysee the whites of their eyes.

JAIMEGod, please let me survive today.

He reaches under his armor and kisses his small gold crossnecklace.

Some of the Spaniards leave their ships in small boats with *crossbowmen, harquebusiers and canons. The boats follow one *another down the river. Another group is dropped off at the *shore. The Spaniards are attacked by hundreds of ARROWS and *DARTS, the natives barely visible. They struggle to getashore. Several Spaniards scream and gush blood from dartsand arrows lodged deeply in appendages.

ALFONSOI can't walk! The mud is too deep!

A dart hits his thigh.

ALFONSO (CONT'D)Damnit!

In agony, he removes it and throws it into the water. Hispants drip blood out of the rip in his pants.

They struggle with their bulky, dripping metal armor and *chain mail, on unstable footing. Their long swords drag in *the water. Alfonso lifts his sword above his head, only tostumble and fall in the water.

JAIMEThat mud is like quicksand. Keepmoving. You can make it!

Jaime and Alfonso gasp for breath and crawl onto the shoreamidst many Spanish soldiers. They struggle, walking in thesand with their water logged sandals. *

Amidst lush trees, over 12,000 native Cintlan warriors with *black and white painted faces battle against the Spaniards. Slowly, the Spaniards harquebuses and cannons dominate the *natives' darts and arrows. One Spanish soldier drops his *bulky harquebus, unable to support it against his wet and *slippery shoulder. Another Spanish soldier is frustrated, *trying to reload the bulky firearm. Yet the air becomes *smoky from harquebus and cannon shots. The battlefield and *beach becomes cluttered with dead Cintlans, some bodiesslashed by swords and others by large pieces of cannonshrapnel and gun shot.

The Cintlans, slowly retreat inland. Most of the men are *dying and struggle to walk, arms around each others'

26.

shoulders. Behind tree barricades and in large undergroundholes, thousands of men seep blood from wounds, their blackand white paint dripping, mixed with blood.

EXT. TEMPLE AND COURTYARD, CINTLA, TABASCO -- THAT AFTERNOON

The Spaniards follow a path inland to a quiet, empty villagecenter. At the center of a magnificent courtyard is a tallpyramid with surrounding chambers and halls. A small groupclimbs the stairs to the pyramid apex where they find twoshrines and investigate stealthily.

Cortes assembles his men in the courtyard and stands next toa huge tree. He dramatically draws his sword. With hisback turned, he cuts into the tree. He spins around anddisplays the engraved symbol of the cross then picks up hisshield.

CORTES(shouting)

This land is hereby claimed asproperty of Emperor Carlos V of Spain. Should anyone object, I'll defendthe king's right with sword andshield!

The soldiers raise their swords and shout in celebration.

SOLDIERSAmen! Victory!

EXT. TEMPLE AND COURTYARD, CINTLA, TABASCO -- LATER

Chief Tabasco and about 30 MAYA NOBLES approach the Spaniards *camp at mid-day, finely dressed in loincloths, colorful cloaksand feather headdresses. The procession of caciques is aspectacle with conches and drums blaring. They carry loadsof gifts. They greet Cortes and perfume the Spaniards withincense. Jeronimo de Aguilar translates.

CORTESWe tried to befriend you, yet youdeclared war. You are hereby subjectsof King Carlos V and myself, CaptainGeneral Hernan Cortes.

Some of the Spanish soldiers exchange skeptical looks. Cortesscratches the back of his neck and a cannon fires. Cortes'horse, tied to a nearby tree, kicks and whinnies.

The caciques and natives huddle together, frightened. They *look up at the sky quizzically and shelter their heads.

Native women bring numerous baskets of food, fowl, fruit, *and fish. Pedro nudges Cortes.

27.

PEDRO DE ALVARADO(smiling)

Hernan, their women are certainlypleasing. Behold.

Beautiful twin women with resplendent long dark hair line up pottery bowls and mugs. Cortes smiles back and patsPedro's shoulder.

CORTESThey can teach us their ways tonight.

Cortes picks up a pineapple from the basket and walks up toJeronimo de Aguilar.

CORTES (CONT'D)What is this?

JERONIMO DE AGUILARIt's from here. Sweet and delicious.

CORTESThis porcupine?

JERONIMO DE AGUILAR(smiling)

My lord, you eat only the inside. They have wonderful foods we don't *have back home. *

CORTESAnd their women? They are wonderfultoo?

Distracted, Jeronimo de Aguilar looks past Cortes.

JERONIMO DE AGUILARChief Tabasco is ready to talk. *

Cortes turns around and nods his head to Chief Tabasco. Chief Tabasco touches the ground with his hand and carriesit to his head.

CHIEF TABASCONow we are brothers. These giftshonor our friendship.

Jeronimo translates. Cortes is presented with four heavygold disks embossed in the image of the sun of varying sizes. He is given gold lizards, dogs, ducks, earrings and goldensoles for sandals. Cortes beams as he fondles the gifts. He passes a gold duck to a smiling Pedro. Juan admires the *gifts with the greyhound at his feet and a group of captains. *

Chief Tabasco gestures toward 20 WOMEN, including the twins, standing aside. Most wear colored stone jewelry and somehave tattooed legs.

28.

CHIEF TABASCO (CONT'D)They are also gifts for you.

PEDRO DE ALVARADOWe are humbled by your generosity.

CORTESWe accept your gift, but these womenmust be baptized. They were bornwith original sin.

CHIEF TABASCOThey are yours. Do what you want.

Cortes bows.

CORTESTo truly be brothers, you must abandonyour idols and human sacrifices. Inplace of your bloody shrine, youwill pray at our altar to motherMary in heaven and Jesus, the onetrue God's only son who lived onearth.

CHIEF TABASCO(sighs)

I do not understand your words. MayI ask you a question?

CORTESCertainly.

CHIEF TABASCOYour mounted four legged creatures.

(points to a horsewith a rider)

Are they one being?

CORTES(laughs)

Centaurs? No. So it is true. You've *never seen a horse?

CHIEF TABASCO(pointing to horseand rider)

Never.

CORTESSpaniards are the most skilled ridersin the world, which is why they appearjoined.

29.

CHIEF TABASCOHow do you capture the lightning andthunder that comes out of your killingtool?

CORTES(smiling)

They are human inventions. Now I *have an important question. Where *do you get the gold for these amazingornaments? *

CHIEF TABASCO(points to the west)

México.

CORTESCan you help me make friends inMéxico?

CHIEF TABASCONo. They are enemies. The Mexicassteal from us, our studies andwritings. They demand constanttribute.

CORTESAre Mexicas the Aztecs?

CHIEF TABASCOYes. Different names but same vilepeople.

EXT. TEMPLE AND COURTYARD, CINTLA, TABASCO -- MORNING

The Spaniards, asleep in their armor and sandals, theirweapons within arms reach, slowly awake. They build a wooden *altar in front of the temple. Jeronimo de Aguilar leadsmass. He blesses an urn of river water and baptizes thenative women in front of the altar.

One of the women commands attention as she gently wipes awaythe baptismal water trickling down her face. MALINTZIN isabout 20, has a beautiful face with brown skin, long blackhair and dark eyes. She wears a sleeveless pale cotton shirtand a long skirt. She stands tall and her chin is lifted,proudly.

Cortes, Pedro and Juan stare at her while she speaks withJeronimo de Aguilar. Cortes interrupts them.

CORTESWho is this?

30.

JERONIMO DE AGUILARMalintzin. She speaks Maya andNahuatl, the tongue of the Mexica.

Cortes points to his lips and Jeronimo nods, understanding. Cortes turns to Malintzin, beaming.

CORTESEnchanted. You're worthy of aChristian name to match your beauty. I bless you Doña Marina.

Jeronimo de Aguilar translates. Cortes kisses her hand thenholds it while staring into her eyes. She shyly smiles athim. Cortes lingers, holding her hand.

Cortes returns to Pedro and Juan, the greyhound at his side,who are still admiring Marina.

CORTES (CONT'D)Men, tomorrow we go west to Mexicoto find gold. Once a load is sentto Spain, I can stop worrying aboutDiego Velasquez...

JUAN JARAMILLOExcuse me.

Juan walks up to Marina and bows slightly, smiling broadlyat her. She smiles and points at the greyhound. Stillsmiling, he pets its head and gestures for her to do thesame. She strokes its head and giggles when it licks herfingers. She smiles warmly. *

Cortes bustles between them and shoves his hand near thedog's mouth. It snarls, then moves away, behind Juan's legs. *

CORTESStupid dog. Marina and Jeronimo, we *need to practice how we are to *communicate in three languages. Come, *now. *

*

EXT. VILLA RICA DE LA VERA CRUZ -- DAY

TITLE OVER: "Villa Rica de la Vera Cruz"

From the ships, there is a gorgeous view of snow cappedmountains and several river mouths. The ships anchor closeto shore. Within minutes, two large canoes with MEXICA *NATIVES in each approach the ships. They are directed toCortes' ship.

31.*

Tentlil begins talking to Cortes. Marina translates Nahuatl *to Mayan, Jeronimo de Aguilar then translates to Spanish for *Cortes. Marina listens intently.

TENTLIL *I am a priest and governor, sent byMontezuma, Emperor of Mexico. Hedemands to know, who are you? What *do you want?

CORTESWe have crossed many seas to meetyour people. We come on a holymission to teach about God and beyour friends and trade. We mustmeet Montezuma immediately.

TENTLIL *No. We have our own gods. Montezumasent gifts for you. Take them andreturn to your home.

CORTES *What are the gifts? *

Tentlil and the other Mexica emissaries board the Spanish *ship. Mexica porters help unload the large baskets filled *with maize cakes, fruit, baked fish, and turkeys and small *birds. More baskets contain small gold figures and bells, *jewels, a turquoise mask with quetzal feathers, a gold helmet *in the shape of a snail, white cotton cloth and colorful *feathers. TENTIL says a few words before showing them toCortes.

CORTES (CONT'D) *These are magnificent. Now I have *something for your king. *

Cortes gestures to Juan who quickly returns with a WOODEN *BOX. Cortes gives the box to Tentlil. Tentlil opens it and *then opens a silk bag. He slowly fondles the silk then pulls *out the glass beads inside. Jeronimo and Marina translate. *

TENTLIL *What is this? Rubbed stone?

CORTESNo, glass. It is made by man and isvery useful. And valuable. We are *glad to trade more glass for gold.

Tentlil rubs them between his fingers. *

TENTLIL *Our Lord sends us to greet you. *Nothing more. *

32.*

CORTES *Deliver these gifts to Montezuma andrequire our meeting.

TENTLIL *I will give him your gifts. But no *one gives orders to Montezuma. *

Cortes shrugs. He gives Tentlil an ornately carved wooden *chair and opens a glass bottle of musk for Tentlil to sniff. *Tentlil jerks back at the strong odor and they laugh. *

Cortes removes his coin purse from his inside pocket and *gives Tentlil the gold medallion with St. George on horseback *slaying a dragon. Tentlil nods and places it in the silkbag. *

TENTLIL (CONT'D) *Montezuma wants your portrait.

CORTESMake it so. We will meet you on the *beach shortly. *

Cortes assembles their artillery, cannons, Marina, Jeronimo *de Aguilar, a few horses, some soldiers in armor and mastiffs *on the beach. Laughing, Cortes places his helmet on the head *of a gift, a gold statue of the plumed serpent *Huitzilopochtli, god of war.

CORTES (CONT'D)We're ready. Proceed. Be sure to *get the ships in the background. *

A few men gallop by on horses.

CORTES (CONT'D)(shouting)

Fire so Montezuma will learn of ourpower!

The explosions are loud and smoke fills the air. The Mexicas look at the sky then at each other, looking worried. Tentliltalks to the painter who quickly finishes and packs his *supplies.

TENTLIL *Do they capture lightning? *

MARINA *Truly, I do not know. But it is *likely. *

Tentlil touches Cortes' chest gently, a good-bye greeting. *Cortes bows to Tentlil. *

33.*

CORTES *Take this to Montezuma. *

Cortes gives Tentlil the Spanish helmet from the portrait *sitting. *

*

INT. MONTEZUMA'S PALACE, TENOCHTITLAN -- THE NEXT DAY **

Montezuma, looking pensive and serious, sits alone in the *council chamber. He is now in his 40's, is lean and healthy. *He wears a turquoise lip plug and gold ear pendants. *

Tentlil walks into the chamber. *

TENTLIL *My Lord. I have the portrait of the *strangers. They sent gifts. *

MONTEZUMATentlil, please give me favorable *news. The messengers come back and *forth, informing me of the progress *of the strangers. But I can't sleep *or eat. Are they gods? Or men? *

TENTLIL *I cannot say. *

MONTEZUMA *I've met with the wizards, high *priests and my council. I've begged *my ancestors and even the gods to *answer this question. Yet no *confirmation. Are the deer without *horns enchanted? How do they make *their weapons explode? *

TENTLIL *I believe they use machines, not *sacred forces. But those machines *cause smoke and fire and put holes *in the ground. They look different *and are dressed in iron. They have *huge dogs with yellow eyes that snarland attack at their bidding. But *they seem most pleased by gold. Andthey insist on meeting you.

MONTEZUMA *Show me the portrait. *

Tentlil opens a cloth sack and takes out the contents, one *object at a time. He unrolls the cloth portrait and holds *it up. *

34.*

MONTEZUMA (CONT'D) *Unbelievable. Huitzilopochtli is *wearing the helmet. Like in paintingsfrom our ancestors! Another sign ofthe prophesy.

Tentlil passes the Spanish helmet to Montezuma. *

TENTLIL *They plan to come to Tenochtitlan to *meet you. Perhaps you should hide? *

MONTEZUMA *I've considered it but will not *abandon my people. We cannot offend, *if indeed they are sacred. I will *meet again with my advisors and pray. *Thank you, Tentlil. I don't feel *well. *

*

INT. MONTEZUMA'S PALACE, MEETING ROOM -- AFTERNOON

Montezuma talks with FOUR ADVISORS, all finely dressed. Montezuma's elaborate, colorful feather cape and headpiecereflect his rank.

Montezuma leads a heated conversation while pointing intentlyat the portrait and Spanish gifts displayed on a table.

ADVISOR #1 *Our prayers for Quetzalcoatl to comeback from the underworld may beanswered.

MONTEZUMA(pointing to Cortesin the portrait)

Is he Quetzalcoatl?

ADVISOR #2 *Resurrected at last? The calendar *is in agreement. *

He points to large, CIRCULAR, STONE CALENDAR. *

ADVISOR #2 (CONT'D)As are many of the prophecies and *omens of the last ten years. *

ADVISOR #1 *And the exact location of their *arrival. What about their iron, *shining suits? *

35.*

MONTEZUMAI must find a solution. Should I *declare war, if they are mere men, *hoping to steal our wealth? Perhaps *the gods would guide us, with more *prayers and sacrifices. *

EXT./INT. MONTEZUMA'S PALACE, TENOCHTITLAN -- MORNING

Montezuma and Tentlil walk the palace grounds. To the right *of a tall row of thick, flowering bushes, they go down asteep, stone stairwell into a dark chamber with over 100 menand boys hunched into individual wooden cages.

Their ATTENDANT, seated on a cushion, smoking, drops hispipe and rushes over to Montezuma. Montezuma dismisses theattendant and leisurely surveys the cages with Tentlil at *his side. He taps certain cages with a dark wooden stickdecorated with precious stones and a silver handle.

MONTEZUMAThese 12 should do for this morning. But the rest will only satisfy thenext two days. Send out the Eagleknights immediately. The gods needmore hearts. Prayers are critical *to guide my decisions about theseinvaders, with the help of my council. *

TENTLIL *Yes, my Lord. *

*

EXT. CEMPOALA -- DAY **

TITLE OVER: "Cempoala"

Several hundred Spaniards, with 15 on horseback, approach *the village of Cempoala, inland from the sea. It is verylush and verdant. They wait a few miles outside of town andare met by 20 CEMPOALAN DIGNITARIES. They wear gold liprings and rich red cloaks. Bright blue stones in the shapeof small bones are in their ears and nostrils. Jeronimo deAguilar and Marina translate.

CEMPOALAN DIGNITARYWelcome. Our Chief awaits you.

CORTES(smiling)

Show us the way.

A SPANISH SOLDIER comes galloping back and stops next to *Cortes, breathing heavily.

36.

SPANISH SOLDIERThey've shown us our quarters andthe walls are lined with silver!

Cortes raises his eyebrows and they smile at each other.

Cempoalan men and women stand in the streets, bowing andsmiling. The road leads to a great square courtyard withshining white walls in the largest village yet with many *tall, white buildings.

Still on horseback, Cortes pulls over to touch the side of awhite building. He joins Pedro on the road to show him hiswhite finger.

CORTESWhite from burnished lime. If only *they were pure silver!

The FAT CACIQUE, XICOMECOATL meets them on the road, beingcarried on a litter by four men. He is middle age, verylarge and fat. His dark hair is long in the back but shortover his forehead. He wears a loincloth with a feather robecovering his shoulders.

Upon lowering the litter, he slowly and awkwardly exits thelitter, with help. He bows deeply then perfumes Cortes froman incense brazier.

They walk together to the great courtyard with a templepyramid in the center, surrounded by thick vines and *flowering bushes. Marina is beside Cortes. *

MARINA *Flowers are sacred to our people, *meaning life and death. Smell these. *

Cortes does so and the Fat Cacique smiles. *

The Fat Cacique raises a hand then women bring baskets of *maize cakes and plums.

The Spaniards eat greedily, sitting on the ground. Jeronimode Aguilar and Marina translate.

FAT CACIQUE-XICOMECOATLWelcome.

He gives Cortes bolts of cloth, several pieces of gold jewelryand a few shining wood idols. Cortes gives the Fat Caciquesome green glass beads. They smile at each other.

CORTESWe are going to the Mexica capitaland require some time to rest and *gather supplies. *

37.*

FAT CACIQUE-XICOMECOATLOf course. I will also give youwomen to cook and 400 men.

CORTESYou are very generous.

FAT CACIQUE-XICOMECOATLWithin limits. We are subjects ofMontezuma II, since we lost a battleagainst his people many years ago. His hunger for tribute depletes our *resources, every few months. They *live in opulence because of us and *our neighbors. We are gravely *outnumbered and they have expert *warriors with elite forces. His tax *collectors steal from us. They take *our best men to sacrifice. Theyrape and steal our women.

CORTESWell, I have the power to free your *people.

FAT CACIQUE-XICOMECOATLWe shall see if you are able to *accomplish what you claim. *

The Fat Cacique gestures and servants come with his litter, *as he laboriously walks away from the Spaniards. *

*

EXT. RIO ACTOPAN, NEAR CEMPOALA -- NIGHT **

It is rainy and damp at dusk. Cortes notices Marina walkingaway from camp on a path. He follows on horseback. *

Cortes rides quietly and sees Marina, splashing her feet in *a flowing stream. She lifts her face to the sky, smiling as *the rain drops fall.

She hears Cortes' horse whinny and turns to the sound. Cortesslowly rides forward, to the edge of the pool. He dismountsand lightly holds the reins.

CORTESMarina, you are lovely. Are youalone?

MARINA(shyly)

Yes.

She uses her hands to show rain falling down.

38.

MARINA (CONT'D)Gift from rain god, Tlaloc.

CORTES(smiling)

Will you stay here all night?

MARINANo. I go temascal.

CORTESTemascal?

She uses her hands to make the shape of a square as she speaksslowly and carefully.

MARINAHouse?

She picks a smooth stone from the ground.

MARINA (CONT'D)This hot. Body water come out. Healthy after.

She strokes her arms and face as her fingers trickle imaginarysweat.

CORTESOh. I think it is a sweat or steambath.

MARINASweet bath?

CORTES(laughs)

You are sweet.

He tenderly brushes her wet hair away from her face and staresin her eyes. She looks down.

CORTES (CONT'D)Sweat. You say it.

MARINASwayat.

CORTESWell done. May I join you in thetemascal? Did I say it correctly?

MARINA(smiling)

Yes. Temascal, no clothes.

39.

CORTESFine. My horse will take us.

Cortes' horse drinks from the cenote. Marina pets the horse's *nose and gently touches the mane. Cortes takes her handsand strokes his cheeks with them. He kisses her. He startsto stroke her shoulders and arms. She responds warmly,kissing him and leans her body into his.

He nuzzles her neck. She leans her head back and moans.

CORTES (CONT'D)(throatily)

You are beautiful. Where can we getcomfortable? It's so damn muddy.

MARINATemascal.

CORTESYes, let's go.

Cortes cups his hands for her to mount the horse then reachesinto his jacket.

CORTES (CONT'D)I have a gift for you. From my home.

He pulls out an identical handkerchief to the one he gaveCatalina. He opens the front of her dress, placing it betweenher breasts. He laughs.

She looks down and gently traces the blackwork border andsmiles. She passes it back and points at him.

MARINADry?

CORTESOf course.

Cortes tucks it back in his jacket.

Thunder booms and rain starts coming down heavily. Marinashakes the rain through her hair, looks up and laughs. Cortesbrusquely wipes the rain from his forehead and eyes. Shepoints to the forest.

He helps her get on the back of the horse then mounts. Hekicks his horse and they gallop into the forest. *

EXT. SPANISH CAMP, VILLA RICA DE LA VERA CRUZ -- MORNING

All of the Spaniards gather by the newly built, limestonefortress that has a tall lookout tower overlooking the sea.

40.

A new Spanish ship is docked. A few horses, TEN SOLDIERSand a portly, older FRIAR in a brown robe are on deck. MANUEL, lanky and purposeful exits the ship and walks up toCortes who is with Pedro de Alvarado.

MANUELSir Cortes, I am sent by GovernorVelasquez of Cuba. He has approvalfrom Emperor Carlos to trade andestablish settlements in New Spain. You and your men are ordered to returnto Cuba to join forces.

CORTESThanks be to God! Pedro, did youhear?

PEDRO DE ALVARADOYes. But we have no need for a jointforce.

CORTESWe cannot go to Cuba. We have nativeallies and will soon meet the king.

MANUELI merely deliver Governor Velasquez's *orders.

CORTESYou and your men should join us. There is a fortune to be made. Andgold for you immediately.

MANUELHow much? And for my men too?

CORTESCome with me, my boy.

Cortes puts his arm around Manuel's shoulders and leads himtoward the fortress.

INT. FORTRESS, VILLA RICA DE LA VERA CRUZ -- NIGHT

Cortes, Pedro and Juan meet in a stone room at the end of afortress corridor. Cortes looks around the silent hallwayand closes the heavy wooden door then bolts it.

PEDRO DE ALVARADOHernan, our men are scared and talkof going home. Others complain theywant their share of the gold.

Cortes abruptly turns his back on the men. His eyes arefiery when he turns around.

41.

CORTESDon't they realize I have nothing togive! I just paid off Velasquez'smen and must reserve the littleremaining for the royal fifth for *the King. *

JUAN JARAMILLOWe know. But Pedro and I think youshould address the troops. We'veoverheard their plans to steal aship.

CORTESThose morons do not realize the risksI've taken. And my debts they couldnot repay in three lifetimes!

JUAN JARAMILLOMorons they are not. Mutineers maybe.

CORTESJuan, don't defend those cowards.

JUAN JARAMILLO *They just need some form of *compensation. Glory to the cross *and crown does not satisfy constant *hunger, exhaustion and discomfort. *

Cortes looks out a gated window, at the sea.

CORTESI know how to prevent them fromsailing away. Gather the men aftermass tomorrow.

Cortes unbolts the door dramatically then storms out. Pedroand Juan talk quietly and calmly as they leave together.

*

EXT. SPANISH CAMP, VILLA RICA DE LA VERA CRUZ -- MORNING

About 500 Spaniards sweat restlessly on the beach in front *of the fortress in the blazing sun. Cortes addresses themwith Marina, Pedro and Juan by his side. *

CORTESWe stand before New Spain's firstfortress. Well done, men. Today'sorders are to bring ashore all shipsupplies. We need the anchors, cablesand sails.

JOSE, a young, unkempt, surly soldier is seated at the frontof the crowd.

42.

JOSEWhy?

CORTESOne ship is going to Spain withtribute for our king but the restwill be destroyed. When you aredone, you will all receive gold.

JOSEAre you mad? How will we leave thiswicked place?

CORTESWhat is your name, boy?

JOSEJose, sir.

CORTESJose, come here.

Jose approaches. Cortes, red faced, grabs Jose by the collarand faces the group.

CORTES (CONT'D)(shouting)

Of course I'm not mad! You must bemad to think I'd waste the strengthof 200 men to play in the sand,guarding our ships. I am your CaptainGeneral. Obey my orders. *

JOSE(timidly)

Yes, sir.

CORTES(scowling)

Men, you will be rewarded once we *reach the great capital. Now get to *work! Juan, scuttle the first ship.

Cortes releases Jose and shoves him forward. Jose rushesinto the crowd to disappear. The men walk away shaking theirheads, looking troubled.

EXT. SPANISH CAMP -- NIGHT **

Alfonso and Jaime sit close together, talking quietly on thebeach at sunset, staring at the sea as the sky turns abrilliant pink and orange. They watch the end of a shipspew water as it slowly sinks.

Alfonso bites his lip and his voice waivers.

43.

ALFONSOHow we will ever get home?

JAIMEWe'll be fine, you'll see.

ALFONSOI may never see my father again. Ipromised him I'd have a better lifein the New World.

Jaime puts his arm around Alfonso's shoulder. *

EXT./INT. COFRE DE PEROTE, 14,048 FOOT MOUNTAIN PASS --EVENING

The group climbs a high mountain pass with an active volcano. As they climb, rain becomes hail. It is windy and snow blowsoff the mountains. They shiver in armor and chainmail over *light clothing and many wear sandals. *

They spend the night huddled around walls of a small templewith firewood stacked on the side and build a large fire.

Cortes and Marina enter the temple with a torch. Juan staresas he strokes the greyhound at his feet.

Inside, Cortes places the torch between some rocks and theysit on the ground.

CORTESMarina, do you understand me?

MARINAYes. I try learn.

She smiles at him and stares into his eyes, admiringly. Hesmiles back and tenderly strokes her cheek. *

CORTESWhat were you like as a child?

Marina uses her hands demonstrably as she speaks slowly.

MARINAI daughter of prince, born near fortin Vera Cruz. Father die when Igirl. Mother marry other prince. New baby son. She give me away. *

CORTESHow sad. The value of human life is *very different here than in my *country. Although we have almost *constant war also. *

44.*

MARINAI sad. No see mother or grandmotheragain. I slave to cacique in Tabasco.

She points to her lips.

MARINA (CONT'D)Learn talk Mexica there. Border of *Mexica kingdom. *

CORTESI've come to rely on you very much,Marina. You have a gift for language.

MARINA(smiling)

Like talk. You come here for yourGod? Or gold?

He laughs and grabs her hand.

CORTESWhy both, my dear. Although to our *king in Spain, gold is precious so I *must make him happy.

MARINAGods more important here.

CORTES *Have you been to Tenochtitlan? Or *seen Montezuma? *

MARINA *No. My people hate them. *

CORTES *Then you are being very kind, to *help me speak with him. *

She looks at the ground, grinning. Cortes moves closer andlifts her chin. He reaches around her neck and gently removesthe loosely tied red and black embroidered handkerchief. Hekisses her lips then neck. As he lifts her dress up aboveher knees, his hand travels up her thighs. *

EXT. FIELDS NEAR TLASCALA -- DAY **

The group descends the mountain and continue west.

They pass a temple, where over 100,000 skulls are neatlyarranged in rows. Thousands of thigh bones are stacked inpiles. Pedro and Juan talk as they ride.

PEDRO DE ALVARADOHow many have died? It is the devil's *work.

45.*

JUAN JARAMILLOAlthough thousands at home are beingmurdered or displaced for their *religious beliefs, at the hands of *the Inquisition.

PEDRO DE ALVARADOThat is completely different! Infidels *must be erradicated. Just like these *barbarians. *

Juan shrugs his shoulders and kicks his horse. He trots ahead *to join Cortes with Marina seated behind him, her arms around *his waist.

The terrain becomes flat with maize fields, meandering streamsand rivers with trees alongside.

MARINA *Hernan, there is a huge rock boundarymarking the Tlascala alliance region. *This tribe is vicious. *

The three of them soon approach the 15 foot tall large ROCK *WALL, with the entourage behind. *

MARINA (CONT'D) *They may have spies watching us *already. This is Tlascala boundary. *

CORTES *Do they have gold? Are they friends *of Montezuma or enemies, like your *people? *

MARINAYes, have gold. Worst enemy of *Montezuma and not friend of other *tribes. They very strong but alone. *Do not trade, no salt. *

CORTES *Juan, tell the cacique that we come *as brothers. Take Marina totranslate. *

JUAN JARAMILLO *Yes, sir. *

Juan helps Marina onto his horse. Within minutes, Pedro and *Marina return to the group.

JUAN JARAMILLO (CONT'D) *A warrior on the road yelled "We'regoing to kill you, those who somethink are gods and eat their flesh!"

46.

Cortes turns to address the group that has now caught up. *

CORTES(shouting)

Friends, raise your swords! We arefew so we must always be ready tofight. Good fortune will befriendus. In God lies our strength!

Marina translates for the natives. Cortes raises his sword *above his head. The troops cheer. They advance.

TLASCALAN LOOKOUTS are noticed, ahead on the road. They *carry two handed swords made of flint, feathered shields andlances.

They attack the Spaniards on horseback first. The Spaniardsquickly kill five Tlascalans. Thousands of Tlascalans ambush *the Spaniards with a shower of arrows, charging from behindtrees. A SPANIARD receives two arrows; one in his thigh and *another in the shoulder. The one in his thigh squirts bloodas he struggles to remove it.

SPANISH SOLDIERAaahhh!

The arrow wiggles but will not dislodge. He sits on theground, head in hands as he tries to loosen the one in hisshoulder, at the border of his armor. *

FADE IN: ANOTHER SOLDIER FALLS NEAR HIM, TRYING TO REMOVE A *BLOODY DART FROM HIS BICEP AND CRIES OUT.

The Spaniards bunch together and retaliate with swords, *harquebuses and crossbows. The Tlascalans choke and cough *in the smoky air. The onslaught slowly causes the Tlascalansretreat.

EXT. STREAM SIDE CAMP -- NIGHT

The Spaniards make camp by a stream. The local homes and anearby temple are abandoned. Fat from a dead Tlascalan isboiled and used to dress the wounds of the injured. A fewsmall dogs are roasted over a fire.

EXT. BATTLEFIELD -- MORNING

The Spaniards hear loud SHOUTING, DRUMS AND TRUMPETS as they *approach the village of Tlascala. They are met on the road *by two armies of thousands of warriors, shooting arrows and *darts at them. The darts are flung from a wooden handle. *Tlascalan banners, red with a large white bird with *outstretched wings in the center, blow in the wind.

47.*

The Spaniards retaliate with harquebuses, swords and cannons. *The air is smoky and the Tlascalans cough. The fightingleads to a dry, open field surrounded on three sides by talltrees.

XICOTENCATL, a young Tlascalan prince, is tall, broad *shouldered and muscular. He has a long, pockmarked face andcarries himself proudly. He wears a loincloth with a redand white cloak tied at his neck over elaborate chest andneck jewelry. He commands hundreds of warriors, wearing red *and white face paint. The warriors close in behind theSpaniards.

A CONCH BLARES at Xicotencatl's lips and THOUSANDS more *warriors charge out of the woods, shouting and fighting. The Spaniards fight back forcibly. The Tlascalans removedead or injured warriors from the battlefield immediately,making them easy targets for the Spaniards.

The Spaniards overpower the Tlascalans who retreat into thewoods and others disappear into underground caves. *

*

EXT. ABANDONED TEMPLE -- NIGHT

At dusk, a howling, cold wind carries snow from the mountainsas a large group of exhausted, bloody Spaniards and Cempoalan *allies straggle back to a new camp at an abandoned temple.

Marina rushes up to Cortes who is seated on a rock, next toa fire, rubbing his forehead.

MARINAHernan, Xicotencatl send food. His *people cook it.

CORTESFinally, a kind gesture! Tell himwe accept.

Four TLASCALAN WOMEN, arrive with baskets of corn, stone *mortars and rolling pins. They quickly build a fire from *wood they carried and begin to make maize cakes. Marina *begins talking to them and helps. The other TABASCAN AND *CEMPOALAN WOMEN that were gifts to the Spaniards also help. *

MARINA *(in Nahuatl with *English subtitles) *

Thank you for helping us. It is *difficult to feed so many, while on *the march and always hungry. *

TLASCALAN WOMAN *We merely do what our master orders. *

She smiles shyly at Marina. *

48.*

MARINA *Do you think we are safe here now? *

TLASCALAN WOMAN *I do not know matters like these. *But our masters never give up easily. *You know they refuse to surrender to *the Mexica. *

MARINA *You are fortunate that Montezuma *excludes you from his reign of terror. *

TLASCALAN WOMAN *But the isolation is hard and famine *is always a concern. Please tell me, *what are these barbarians like? *

She looks over to the Spaniards, greedily awaiting the food *being prepared. *

MARINA *Some are cruel but others are kind. *As a girl, I was given away by my *family to become a slave. To survive, *I trust that being my position with *their leader will bring me success. *

TLASCALAN WOMAN *Are they magic or gods? They have *many mysterious ways. *

MARINA *I believe they are not. *

TLASCALAN WOMAN *Do they make you or the other women *lay with them? *

MARINA *No more so than our countrymen, for *women of our position. Thank you *again for your generosity.

Marina gives the Tlascalan woman some glass beads from a *silk pouch in a pocket of her skirt. *

TLASCALAN WOMAN *Beautiful! I will help you, how I *can.

Three TLASCALAN MEN bring about 30 birds, including turkeys *and ducks, as well as rabbits and small dogs in baskets and *prepare them for dinner. Cortes and Juan Jaramillo approach *Marina. *

49.*

CORTES *Marina, what is that large bird with *the ugly neck? *

He points to a large basket with a few turkeys in it. *

MARINA *Guajalote. We have many and delicious *to eat. Not in your country? *

JUAN JARAMILLO *No. It appears to have a lot of meat. *

The Tlascalan men defeather and grill the birds over fires. *The Spaniards devour the food and sleep around the fires. *

EXT. COURTYARD OF ABANDONED TEMPLE -- NEXT DAY

Cortes is polishing the handle of his sword when Marinabriskly approaches.

MARINAA woman I met while cooking last *night told me their men at the camp *were spies. They will attack us at *night.

CORTESSpies? Help me talk to them.

Cortes puts his sword in its sheath then gathers the Tlascalanmen and women. He grabs a Tlascalan man then holds a swordto his neck. Marina translates.

CORTES (CONT'D)Are you spies? If you deceive me,you die.

TLASCALAN MANWe were sent by Xicotencatl. *

CORTESDoes he plan to attack us?

TLASCALAN MANTonight.

Cortes takes his helmet off and throws it on the ground.

CORTESDamnit!

Cortes whispers to Pedro while the Tlascalan trembles, thesword still at his neck.

50.

Cortes yanks the man by the arm and places his hand on atree stump. Cortes cuts off the man's left hand and ignoreshis SCREAMS. Cortes grabs the second Tlascalan man and cuts *off the fingers and thumbs of both hands.

CORTES (CONT'D)I should cut off your heads insteadof little fingers!

Marina kneels on the ground in front of the first Tlascalanand quietly wraps his bleeding arm with cloth. She looks *worried and talks to him quietly, soothingly. *

Cortes collects the hand, the fingers and thumb. He shovesthem in a cloth lined basket that quickly turns red. Hehides them and forces the basket into the second Tlascalan'sbleeding hand.

CORTES (CONT'D)Take this to Xicotencatl with my *message. We share the same goal. Together, we must conquer the Mexica.

EXT. ABANDONED TEMPLE -- MORNING

Just after daybreak, four CACIQUES including Xicotencatl *visit the camp. They wear fine robes and large gold earpendants and lip plugs. Cortes greets them with a sternface. Xicotencatl picks up a handful of dirt then touches *Cortes' chest. Marina whispers to Cortes.

MARINAThat is formal greeting.

Cortes bows slightly. The caciques bow and kiss the earth, *then burn coal in urns. *

XICOTENCATL *We come in peace and friendship. Aschiefs of Tlascala, we beg yourforgiveness. We thought you to befriends of Montezuma and the Mexicas,our ancient enemy.

Marina translates. Cortes smiles and bows to the caciques. *Cortes gives them green glass beads. Tlascalans appear withfowls, baskets of bread, corn and maize cakes. The Spaniardsline up for food and devour it.

EXT. POPCATEPETL VOLCANO -- MORNING

DIEGO DE ORDAZ, 37, well dressed and distinguished, goeswith two Spanish soldiers and a few native porters to climbthe 17,887 foot active volcano.

51.

As they scale the steep rocks near the summit, the NATIVES *stop walking. They point up and shake their heads. Diegode Ordaz talks to his men.

DIEGO DE ORDAZMarina told me they are afraid. They think the volcano is alive.

The Spaniards climb a bit farther when burnt stones fly towardthem and ash spews from the top. They climb to the edge ofthe round crater which is about a mile and a half across.

From the summit, the Spaniards see the city of Tenochtitlan, Lake Texcoco and all of the towns on its shore. The towersand white washed buildings glimmer in the sun. The view isdazzling. They look at the view and each other excitedly.

DIEGO DE ORDAZ (CONT'D)My God. That city is three times *larger than Sevilla! And enchanting. *We must hurry. That is a city of *dreams.

INT. CACIQUES RESIDENCE, TLASCALA -- AFTERNOON

Cortes and Marina sip frothy cocoa drinks from pottery mugsinside the Cacique's impressive residence seated across fromXicotencatl and MAXIXCATL, the other main Tlascalan chief. *He is about 35 with dark skin and a flat face. Black hairpours out of the top of his tall fabric head wrap and hislower legs are wrapped in feathered bands. Marina translates.

CORTESMy heart is happy that we are nowbrothers. We've erected a cross inhonor of Jesus, God's son. A statueof Mary, the virgin mother, is nowin your temple.

MAXIXCATL *I am confused. You told us not tohonor idols. But you've put yourown in our temple.

CORTES(face turns red)

Jesus' cross and Mary's likeness arenot idolatry! You must stop humansacrifices immediately or there willbe consequences.

MAXIXCATL *You don't understand. Withoutsacrifices, we'll suffer famine andplague. Even war. We do not askyou to stop your prayers.

52.*

The FRIAR gently tugs on Cortes' sleeve and leans in close. *

FRIARHernan, we must show them God's love. Give them time. *

CORTESFriar, you are willing to allowidolatry and human sacrifice?

FRIARJesus wouldn't condone violence inhis name.

Cortes sighs loudly and turns back to Maxixcatl, rolling his *eyes.

CORTESMary and Jesus in the temple arepart of our mass. Their statues are *not idols but reminders.

XICOTENCATL *Our statues are reminders too. Theyshare the same meaning.

CORTESNo, they don't. Your worship of a *pantheon of gods is a sin, among *others.

XICOTENCATL *What is "sin?" *

CORTESBreaking a rule of our true God.

XICOTENCATL *For us to give up sacrifices andtake down statues would be a "sin."

Cortes puts his hand on his forehead then forcibly smoothsback his hair.

CORTESLet's discuss this later. We go toMexico tomorrow. Tell me aboutMontezuma.

MAXIXCATL *We despise him and his hideous tribe. *But Montezuma is wealthy and lives *in a beautiful palace. Tenochtitlanis a blessed city, encircled by lakes *full of fish and floating gardens *with crops.

53.*

CORTES *Food is plentiful? *

MAXIXCATLAbundant. They hunt pigs and deer. *They have plenty of captive turkeys *and ducks and massive stores of maize. *

CORTES *It sounds like a paradise. *

MAXIXCATL *But you need more men to attempt to *defeat them. The Mexica are *terrifying and well practiced *warriors. We will give you a few *thousand of our best soldiers. And *some women to cook. We live in *isolation, unable to trade, like ourneighbors.

CORTESI promise, I will free you from their *domination. *

MAXIXCATL *We will conquer them together, but *you will compensate us for our *support. *

CORTES *But of course. We will work out the *terms later. *

The Spaniards exit and Cortes and Marina walk together, *closely. *

MARINA *Do you see now? How much they hate *the Mexica? More than any other tribe. *

CORTESYou are delightful, Marina. *

He smiles at her and slips his arm around her waist, pulling *her closer. *

*

EXT. ABANDONED TEMPLE -- NIGHT **

A small group of Spaniards stand around the camp fire, talkingand listening to one of the men play guitar.

CORTESWe leave at dawn to see the richesof Tenochtitlan.

54.

JAIMESir, we need more men to seize sucha huge city. Let us wait in VeraCruz until we have more men andhorses. And gun powder. *

CORTESRetreat is not an option. God'sblessed us in every village, withvery few lives lost. I need each ofyou. You will reap great rewards. St. James and a few thousandTlascalans will help us.

Cortes smiles and walks into the darkness. The soldierstalk quietly.

ALFONSOGreat rewards? We haven't seen thoseyet.

JOSEHe stranded us without ships andagain, delivers us to the savagesfor slaughter.

JAIMEWe're trapped. Rodrigo, play us ahappy tune in case we die tomorrow.

The guitar plays louder and they warm their hands over thefire.

EXT. CHOLULA -- DAY

TITLE OVER: "Cholula"

The land is rolling with corn and vegetable crops as thegroup approaches Cholula, the second largest city. Thereare over 400 stone temples and thousands of buildings withflat roofs.

There is a massive stone pyramid temple in the city that is1,000 square feet wide. The top is grown over with grass atthe end of a huge, browning lawn.

The Spanish and native entourage are stopped by a fewCHOLULANS. Marina translates from the horse she rides withCortes. IN ENGLISH SUBTITLES: *

CHOLULAN MESSENGERThose dirty Tlascalans cannot enterour city.

55.

CORTESAs you wish. The Cempoalans arepermitted?

CHOLULAN MESSENGERIf they must.

Cortes and Marina ride to the back to separate the 400Cempoalans. A Cempoalan steps forward and speaks to Marinain Nahuatl.

CEMPOALAN MANWe won't enter Cholula. They arefriends of Montezuma. We must gohome to Cempoala.

Marina translates for Cortes.

CORTESYou're leaving us now? We need you.

CEMPOALAN MANWe will protect your fortress andinform your men you are close toTenochtitlan.

CORTESI'll give you some of Montezuma'sfeathers or cloth to stay.

CEMPOALAN MANNo.

Cortes sighs loudly and turns to Pedro who rides at his side.

PEDRO DE ALVARADOThe Tlascalans are enough. Lookaround. I feel like royalty.

Cortes and Pedro smile and wave to the swarms of curiousnatives, on the road and rooftops.

EXT. SPANISH QUARTERS, CHOLULA TEMPLE -- AFTERNOON

The Spaniards are shown to large rooms in the outbuildingsof the enormous temple courtyard by their Cholulan guides. They are given poultry, maize cakes, fruit and water. *

Marina visits Cortes in his room and sits next to him on his *reed mat with pillows on top. *

MARINA *Want to remind you that this chief *is a good friend of Montezuma. Be *careful to trust his polite and nice *way of talking. *

56.

Cortes kisses her on the lips and smiles warmly at her. *

The CACIQUE OF CHOLULA and his entourage of finely dressed *CHIEFS visit the Spaniards quarters. The Cacique wears goldensandals and his long dark hair is held back by a goldheadband, covering his forehead. Marina translates.

CACIQUE OF CHOLULAWelcome friends. Is your lodgingcomfortable? And food? I hope the *women I gave you are better than you *expected.

Marina and Cortes lock eyes then she looks back to the *Cacique. *

CORTES *Yes. We are glad to be here. Butto be your true friends, you mustabandon your idols and humansacrifice. We expect you to honorour one true God.

CACIQUE OF CHOLULAJoin us for a meal. We can discussour interests then.

CORTESHow kind.

Cortes nods, then bows to the cacique and smiles. *

EXT. TEMPLE COURTYARD -- NIGHT

Marina walks quietly. She sees small groups of women andchildren silently sneaking out of the city. She hears thescurry of feet above and notices activity on the ROOFS. *

Almost to the Spanish quarters, she collides with a CHOLULANWOMAN and her YOUNG DAUGHTER in the darkness. They allwhisper together quietly and Marina places her mother of *pearl necklace around the CHOLULAN WOMAN'S neck. *

*

INT. SPANISH QUARTERS -- MORNING **

Cortes is seated at a table, writing. Marina quietly enters. He looks up.

CORTES(irritated)

Yes? What do you need?

57.*

MARINAA Cholulan woman told me Montezumahas 20,000 men in hiding, ready toambush in our sleep.

Cortes reflects. *

MARINA (CONT'D) *What will we do?

CORTESLet me think! *

Marina bows and leaves. **

EXT. TEMPLE COURTYARD -- DAY **

It is a warm, glorious afternoon when 8,000 CHOLULANS andthe Spaniards gather. The Spaniards are in formationsurrounding Cortes among the mounted soldiers. Their flagsand banners blow in the wind.

CORTESYou are here today as a reminder ofyour promises to me. You will giveup sacrifices and idolatry. You areto honor our one true God.

SERIES OF SHOTS - CHOLULA MASSACRE

1. Cortes gives a hand signal and a harquebus fires. *

2. The Cholulans look up and scream.

3. 1,000 Tlascalan warriors with red and white painted facescharge the courtyard. They shout WAR CRIES and DRUMS BEAT. *

4. The Spaniards mainly attack with swords and knives. *

5. Some Spaniards unleash the war trained mastiffs that charge *and attack the Cholulans, with frothing mouths. *

6. The Cholulans scream, cry and try to escape. *

7. The Tlascalans block the courtyard exits. *

8. Cannons and harquebuses fire. It is smoky, loud and *bloody.

9. About 6,000 Cholulans are dead including women and *children. A few dogs and a turkey are the only livingremains. *

10. The Spaniards and Tlascalans bleed, sweat and gasp for *air.

58.*

10. Cortes is in the center of the group on horseback. He *removes his helmet to wipe the dripping sweat from his eyes. Marina stands below him, her gown splattered with blood andher dirty face streaked but stoic. *

CORTES (CONT'D)Men, victory is ours! Well done. Marina, tell the Tlascalans.

She translates. He touches her shoulder then picks her up by *the waist and kisses her, beaming. *

CORTES (CONT'D) *Help gather your women friends so *the men can have a proper celebration *tonight. And you and I will celebrate *too. *

*

INT. MONTEZUMA'S PALACE, TENOCHTITLAN -- EARLY THE NEXT *MORNING **

Montezuma is in his chambers, surrounded by several *CONCUBINES, dressed in colorful cotton gowns with jade, *turquoise, shell, precious stone and silver and gold jewelry. *One of them brushes Montezuma's hair and another rubs his *shoulders and kisses his neck. Montezuma looks tired with *dark circles under his eyes, not responding to the women. *Tentlil enters. *

MONTEZUMA *Tentlil, I'm exhausted from hoping *to avoid disasters and disgrace. *Please give me proof that they are *only men and they have been captured *in our trap in Cholula. I hoped *these women could distract me. I *have not slept in weeks. *

TENTLIL *I bring terrible news. They trapped *the Cholulans and killed over 6,000 *of them, before we could attack them. *

MONTEZUMA *How did they learn of our plan? *

TENTLIL *They must have spies too. *

MONTEZUMA *Do our men think they are gods, having *seen them in battle? *

TENTLIL *No. *

(MORE)

59.

TENTLIL (CONT'D)They have special tools and powers *but I think it is impossible that *they are gods. They bleed and die, *just like we do in battle. *

MONTEZUMA *Get these women to leave. I must *prepare for their arrival. *

He puts his hands in his head, eyes downcast at the ground. **

EXT. IZTAPALAPA -- MORNING **

The Spaniards and Tlascalans march toward Tenochtitlan. With Lake Texcoco in the distance, the Tlascalans make camp. As the Spaniards and Cuban natives enter the main causewayat Iztapalapa, the streets become crowded with interestednatives. The Spaniards chatter and laugh.

The causeway is straight, level and eight yards wide. TheSpaniards point at the great towns, temples and stonebuildings that rise out of the water.

The lake and adjoining canals are crowded with canoes, leadingto lush gardens and countless chinampas, square fields ofcrops and fruit orchards that seem to float.

The Spaniards are met by a group of 100 MEXICA CACIQUES,finely dressed in rich, brilliantly colored and decoratedcloaks. They all wear ornate gold and feather headpieces. They kneel on the ground and kiss it, at Cortes' feet. Theypresent Cortes with many gold objects.

The Spaniards follow the caciques to the next causeway.

EXT. TENOCHTITLAN -- CONTINUOUS

TITLE OVER: "Tenochtitlan, November 8, 1519"

As they approach a cluster of towers near the city center,they meet the royal litter holding Montezuma, carried by *caciques in their striking capes, feathers and jewelry. *Montezuma descends. Cortes focuses on the canopy of greenfeathers, encrusted with pearls, gold and silver figuresheld over Montezuma by some caciques.

Montezuma is very finely dressed. His sandals are gold andthe tops are ornamented with precious stones. The caciqueslower the litter and avoid eye contact with Montezuma. Theylay their cloaks on the ground before each of his steps.

Cortes bows to Montezuma. Marina translates.

60.

CORTESIt is an honor to meet you.

Cortes pulls out a glass bead necklace and places it aroundMontezuma's neck. He tries to embrace Montezuma but thecaciques prevent it.

CORTES (CONT'D)It rejoices my heart to at last seesuch a great prince.

MONTEZUMAWelcome to my city. This a specialgift for you.

Montezuma presents Cortes with an extravagant, green Quetzalfeather headdress.

CORTESMy Lord, I am touched.

MONTEZUMAMy nephews will now show you to yourquarters.

CUAUHTEMOC, Montezuma's nephew, is 25, his build is slender *and strong and his skin is lighter than most of his *countrymen. He has shining brown eyes and wears large gold *earrings and a cape over one shoulder with a colorful, feather *embellished collar. His expression is stoic as he gestures *to Cortes to follow him and several other well dressed nobles.

Montezuma in his litter lead the procession to the bustlingcenter of Tenochtitlan. Simply dressed crowds of common *MEXICAS fill the causeway and rooftops, watching intently *and lowering their eyes as the nobles pass. *

*

EXT. SPANISH QUARTERS, PALACE OF AXAYÁCATL -- MOMENTS LATER **

The Spaniards quarters are on the west end of the Tenochtitlancenter. The complex is vast, the buildings constructed ofred and black volcanic rock (porous and lightweight)or cedar. A stone wall with towers surrounds the palace.

The 380 Spaniards are provided rooms and cotton bedding. Cortes is given a private room with cotton bedding and acanopy. The natives and Cuban servants are given lodging ina separate building. The horses are given hay and water intheir own building. There are courtyards, gardens and cottonawnings.

Cortes and Marina are escorted to Montezuma's apartment inone of the great halls. It is finely decorated with colorfulrugs and wood furniture. Montezuma hangs a gold necklace,clustered with gold crabs on Cortes' neck. Marina translates.

61.

MONTEZUMAThis was the home of my father. Wepray at his shrines to our gods. Consider this palace your own. Iinvite you to dine with me tonight.

CORTESWonderful! We are impressed by yourcity and will be very comfortablehere.

Cortes and Montezuma smile at each other.

INT. DINING HALL, MONTEZUMA'S PALACE -- NIGHT

Montezuma's palace has a huge dining hall and the Spaniardsenjoy the elaborate meal, frothy cocoa drink and wine servedby Mexica women in colorful cotton gowns. Montezuma stands. Marina translates.

MONTEZUMAWelcome. I will share all that Ipossess. I know of your braveryfrom the paintings of your battles.

CORTESIndeed. We came from the directionof the sunrise, under orders of ourEmperor Carlos. He rules many landsin Europe. We want you to honor ourone true God.

Montezuma looks confused. He walks over to a small tablethen gives Cortes some fine gold jewels of various shapesand figures.

He is given three loads of cloaks, decorated with feathers. More cloaks are distributed to the Spanish soldiers.

Montezuma touches Cortes' chest gently and leaves with mostof the Mexicas. Cortes addresses a table of Spaniards.

CORTES (CONT'D)Men, we are fortunate. This city iscleaner and better organized thanSpain's finest! *

*

EXT. MONTEZUMA'S PALACE -- MORNING

Cortes and Marina meet Montezuma with a few ATTENDANTS inthe courtyard of his palace. They smile, greet one anotherand enter the palace. *

62.

MONTEZUMA *Let us spend some time, touring my *palace grounds. *

Marina translates for Cortes. **

INT. KITCHEN -- DAY

Montezuma gives Cortes and Marina a tour of his kitchen. Itis bustling with many people working. The tables are *overflowing with baskets of fruit and vegetables. Cortesgrabs an avocado from a basket and takes a bite.

MONTEZUMA(laughs)

You eat the skin?

Marina translates. Cortes shrugs his shoulders and takesanother bite.

CORTESI've never seen or tried it before. *Delicious! *

Cortes pulls some of the skin out of his mouth and looks at *the bright green AVOCADO flesh. *

MONTEZUMA *(laughing)

You only eat the inside. My cooks *will prepare it for you.

INT. WEAPONS ROOM -- MOMENTS LATER

Montezuma takes Cortes and Marina inside several rooms thatare stocked with Mexica weapons, adorned with gold andprecious stones.

There are large and small shields made of dried puma andjaguar skins embellished with red, green and yellow feathersand dangling beads.

Cortes admires the macuahuitls, the Mexica swords made ofwood with 6-10 obsidian blades. He slices his finger, slidingit over a flint blade. Marina translates.

CORTESOuch! These cut better than Spanishsteel.

MONTEZUMADo you need a doctor?

Cortes pulls a cloth from his pocket and ties it over thebleeding finger.

63.*

CORTESI am fine.

Cortes points to a collection of lances with five foot bladesand obsidian knives on the wall.

CORTES (CONT'D)I dare not test those.

Montezuma smiles. There are bows and arrows, javelins,sticks, slings and large, round stones shaped by hand. *

MONTEZUMA *I hope you will show me your weapons *in due time. Yours are very advanced. *

CORTES *Certainly. *

*

INT. CASA DE LO NEGRO/BLACK ROOM -- CONTINUOUS **

Montezuma, Cortes and Marina walk down an enclosed hallway. *Montezuma gestures for them to stop at a large, dark, entry *way and slightly opens the huge door. Marina translates. *

CORTES *We need a torch, it is so dark in *there. *

MONTEZUMA *You most certainly are not allowed *to enter. I am showing you for you *to learn the work of those who can *divine the future. This is a sacred *place where sorcerers, shaman and *healers work.

Cortes peers curiously through the entry into a room without *windows and painted black. *

CORTES *That is the work of demons. *

MONTEZUMA *They are talented and assist in some *of my most difficult decisions. But *ordinary men can go no further. Let *us go outdoors now. *

*

EXT. TOTOCALCO ZOOLOGICAL GARDENS -- CONTINUOUS **

Montezuma and his attendants show Cortes and Marina the *beautiful, flowering palace gardens. Montezuma shows Cortes *which flowers to smell for enjoyment. Canals border the *lake with canoes coming in and out.

64.*

Natives rest, play music, dance and sing in the gardens anduse the bath houses. Marina translates.

CORTESCommoners have access?

MONTEZUMAYes, my ancestors built this for allto enjoy.

They see performers, dancers and stiltwalkers practicing. *Cortes points to a stiltwalker.

CORTESI'm sure you can do that.

Montezuma laughs. Marina and Montezuma talk animatedly withCortes following. They approach an aviary. Montezuma shows *Cortes the large and small eagles, parrots, ducks and colorful *small birds. It has lush trees and a freshwater pond. Several attendants collect feathers and eggs.

Next they approach the royal zoo. Cortes stops at an ANGRY *FACED STONE IDOL. Marina translates. *

CORTES (CONT'D) *(pointing) *

That is ugly. *

MONTEZUMA *It is Huitzilopochtli, our god of *war. The fierce animals inside arehis companions.

CORTES *All animals are the creation of our *one true God. Worship of your falsegods is a sin.

Montezuma silently stares at Cortes. *

MONTEZUMA *Why do you think only your god is *correct?

CORTES *Trust me, I know. *

MONTEZUMA *I would not ask you to change your *beliefs so I beg you to respect mine.

CORTES *Do your people not live in fear? *Wondering if at any moment they willbe used for sacrifice?

65.*

MONTEZUMA *As I just said, one should not comment *on spiritual beliefs withoutunderstanding. Our traditions are *from our ancestors. A most sacred *animal is inside. Would you like to *touch a jaguar?

CORTES *Of course. *

As they enter, they see tigers, two types of ocelots, jaguars, *wolves, foxes, vipers and poisonous snakes behind gatedenclosures.

Montezuma speaks with an attendant and moments later a pacing, *surly jaguar enters, pulling on the leash.

Both men reach down to stroke its resplendent, shining coat. *It suddenly turns its head with a growl, baring its daggerlike teeth. Cortes and Montezuma jump back, startled. Thehandler takes the jaguar away and the two men laugh nervously. *

*

INT. LIBRARY -- CONTINUOUS

Montezuma shows Cortes his large library. Books are made ofamal. Codices are written on deer hide or tree bark. Thereis a huge section of accounting books.

CORTESYou are a wealthy man.

Marina translates.

MONTEZUMAIn many ways. Did you know all our *children go to school? Do yours? *

CORTES *No. Very few receive an education. *

*

EXT. TEMPLO MAYOR, TENOCHTITLAN -- DAY **

Montezuma, Cortes and a few of each of their men stand atthe base of a pyramid. Marina speaks quietly into Cortes' *ear. *

MARINA *This is a very sacred place. It is *wise to be quiet and respectful. *

CORTES *But they are wrong. Their idea of *sacred is appalling. *

66.*

The Spaniards heads are down, carefully choosing steps. *After climbing the 114 stairs, they gasp for breath and sweat. Cortes gasps upon reaching the seated Montezuma who isstifling a laugh.

There is an astonishing view of the city, the three causeways,the lake and the Chapultepec aqueduct.

CORTES (CONT'D)(gasping)

You don't climb all these stairs topray. It's for this view! *

MONTEZUMAI brought you here hoping you willopen your mind to see the greatness *of our gods and religion. *

Marina turns to Montezuma. *

MARINA *(in Nahuatl with *English subtitles) *

My lord, do you want me to tell him *that? Clearly, he is not persuadable. *

MONTEZUMA *Sadly, I agree. Do not bother. *

Montezuma opens a thick fabric curtain at the entrance ofthe shrine. The outside walls are lined with thousands ofskulls and thigh bones. Montezuma gestures for them to enter. The Spaniards quickly exit, blinking and covering their noseswith handkerchiefs.

Montezuma comes out several minutes later and joins Cortesand Marina.

MONTEZUMA (CONT'D)Do you have any questions? *

CORTESI don't care to hear about yourdisgusting practices. But your cityis beautiful. I wish our king couldsee this.

Montezuma turns to Marina. *

MONTEZUMA *(in Nahuatl with *English subtitles) *

He is quite predictable. *

She nods in agreement. Cortes looks at Marina. *

67.

CORTES *What is he saying? *

Montezuma addresses Marina and turns his back to Cortes. *

MONTEZUMA(in Nahuatl with *English subtitles) *

Tell him that his king is welcome *anytime. Maybe the king is not so *stubborn. *

EXT. TLATELOLCO, NEAR TENOCHTITLAN -- MORNING **

(SEE "THE LARGE CITY TENOCHTITLAN" MURAL FROM THE SERIES *"PRECOLONIAL AND COLONIAL MEXICO" BY DIEGO RIVERA") *

Montezuma in his litter shows a group of Spaniards and Cortes *the crafts district of an extensive market with hundreds ofvendors and thousands of natives trading.

Natives make wares of wood, silver and gold.

Weavers and seamstresses work with cotton and make elaboratefeather designs. Marina translates.

CORTESYour craftsmanship exceeds that ofmy countrymen.

Montezuma smiles.

PEDRO DE ALVARADOI've been to the great markets ofConstantinople and Rome. This ismore impressive.

CORTESIt is more clean and orderly thanthe best markets in Spain. But theirreligion is barbaric.

The Spaniards see slaves for sale, attached to long poleswith leather collars around their necks. *

They see cloth, animal hides, pottery, honey, timber, knivesand a huge assortment of comestibles.

MONTEZUMACortes, will you and your men joinme for dinner tonight?

CORTESWe would be honored.

68.*

INT. DINING HALL, MONTEZUMA'S PALACE -- NIGHT

The Spanish soldiers gradually enter the huge dining hall. Over 30 hot dishes are served in pottery with lids. Thefeast includes fowl, turkey, pheasant, quail, duck, venison,boar, rabbits and marsh birds.

At the end, a frothy cocoa drink and platters of fruit areserved on colorful pottery.

Singing and dancing follow the meal then the VILLAGE DAUGHTER *(now an adult) and another beautiful woman bring Montezumapainted pottery tubes. He smokes herbs and tobacco then *passes it to the nobles sitting beside him. They look drowsy. *Cortes passes when it is offered to him. Marina translates. *

CORTESLord Montezuma, do you smoke for *pleasure? *

MONTEZUMA *It may be pleasurable but the purpose *is holy, to hopefully divine the *future or experience a vision. *

CORTES *Do you always eat like this when you *are smoking or is this a special *occasion?

MONTEZUMA(Laughs)

Of course this is a special occasion! But we feed over 1,000 people daily.

CORTESWhere do you get that much food?

MONTEZUMAOur crops are well managed and ourgods give us ideal conditions. The *constant tribute from our dominions *is required too. *

CORTESMost of them seem to hate you. *

MONTEZUMANot my concern. Our gods have blessedthe Mexica to be superior. Ourpriests and I know what is best.

CORTESI cannot imagine how a prince asgreat and wise as your majesty doesnot realize that your idols are evil.

(MORE)

69.

CORTES (CONT'D)Devils in fact.

(pause)Grant me a favor. Allow us to erecta cross at the top of the TemploMayor and an image of Mary.

MONTEZUMAImpossible. If I had known you weregoing to utter these insults, I wouldnot have shown you my gods. Saynothing more against them.

CORTESGive us permission to build an altar. Near our quarters?

MONTEZUMAFine. Just stay away from our temple. You have abused my gods. I was wrongto show them to you. I must praynow.

Montezuma abruptly exits.

EXT. SPANISH QUARTERS, PALACE OF AXAYÁCATL -- MORNING **

The Spaniards construct their wooden altar outside theirquarters with a large crucifix with a statue of BLEEDING *JESUS on top. It is decorated with roses and a PAINTING OF *MARY is behind it. During mass, the Mexicas watch the *Spaniards kneel before the altar, say the prayers aloud and *make the sign of the cross. *

INT. SPANISH QUARTERS, PALACE OF AXAYÁCATL -- NIGHT **

ALONSO YANEZ, a carpenter, shows Cortes and a few of hiscaptains some marks on one of the walls in their quarters.

ALONSO YANEZThis was a door that was justplastered and painted. Maybe a fewdays ago.

JUAN JARAMILLODo you think you can open it thenpatch it up again?

ALONSO YANEZYes. Definitely.

CORTESJuan, post guards. We'll enter withnight's protection.

70.

Alonso Yanez quickly opens the wall. Cortes, Juan and a fewmore captains enter the chamber first. They are speechless,stunned by the sight of the cache. There is a huge quantityof golden objects; jewels, plates and ingots. There aresilver objects, colorful cloaks with feathers and preciousstones.

The Spaniards quietly take turns, in groups of three or four *men, silently viewing the treasure chamber.

Cortes gathers his most trusted men outside the chamberentrance and speaks quietly.

CORTES (CONT'D)Alonso, patch the wall. Do not tellMontezuma.

JUAN JARAMILLOHernan, we are concerned. Montezuma'saffection may be a trick. If heattacks, they can lift the bridges. We are dependent for food and water. Montezuma should be captured.

PEDRO DE ALVARADOFor our security.

CORTESMen, I am not asleep. But to take *him captive, in his own palace,surrounded by his warriors and guards?

JUAN JARAMILLOLet's discuss our strategy in themorning.

CORTESDream well tonight. The secrettreasure will soon be ours.

INT. CORTES' ROOM, SPANISH QUARTERS, PALACE OF AXAYÁCATL -- *NIGHT

Cortes rests on his bed, relaxed in the candlelight with aglass of brandy on the bedside table. Marina enters quietly. *

MARINAYou called for me?

CORTESCome share my bed, my dear. We'vefound an amazing discovery.

She sits down next to him. He reaches under his bed and *presents her with an ornate Mexica gold and jade necklace.

71.

CORTES (CONT'D)It is almost as beautiful as you. *

She strokes it, as he places it around her neck. *

MARINA *Thank you. I will wear it proudly *and is a good omen of the defeat of *the Mexica. *

She kisses him warmly and they lean back onto the bed. *

*

INT. SPANISH QUARTERS, PALACE OF AXAYÁCATL -- DAWN **

Two Tlascalan's sneak into the Spanish quarters. Theysilently deliver scrolls to Cortes in his sitting room. Cortes scowls, reading the letters while a few of his captainssip cocoa and eat maize cakes.

CORTESSeven of our men were killed byMexicas in Vera Cruz. And somehorses. Now the Cempoalans refuseto feed our men.

JUAN JARAMILLOOh dear God.

CORTESI suppose we now have our motive tocapture Montezuma. We take him today.

JUAN JARAMILLO(stands up)

I'll organize the men.

INT. MONTEZUMA'S PALACE -- MOMENTS LATER

Cortes and five of his captains gallop to Montezuma's palace. They rush in to find him dining quietly with some beautifulWOMEN.

Montezuma smiles at Cortes. Marina translates.

CORTESBeing a valiant prince and havingsaid you are a friend, I am shockedthat you attacked my brothers inVera Cruz.

MONTEZUMACalm down. I know nothing about anattack.

72.*

CORTESYou ordered your warriors to kill mymost valuable men at our port. Nowwe must monitor you at all times.

MONTEZUMAYour port? Absurd. I did not givethose orders.

Montezuma turns away.

CORTESYou must come with us and will betreated as an honored guest. Yourhousehold may accompany you.

MONTEZUMA *When was it ever heard that a great *prince, like myself, voluntarily *left his own palace to become a *prisoner in the hands of strangers! *

DIEGO DE ORDAZWhy waste words? Seize him!

Cortes glares at Diego de Ordaz. The other captains talkheatedly while Cortes tries to calm them. Montezuma speaksquietly to Marina in Nahuatl.

MONTEZUMAMalintzin, what do they say? Theyseem so angry.

MARINAYou must go with them. If you refuse, *they will kill you.

MONTEZUMASpare me this disgrace. My chiefswill be very angry.

CORTES(growling)

Marina, order him to come with us. *

Marina talks to Montezuma quietly. *

MONTEZUMA *(eyes downcast) *

Get Tentlil to order my royal litter. *

The nobles carry Montezuma in his ROYAL LITTER to the Spanish *quarters, their eyes downcast and somber, through the main *temple complex. They are surrounded by Spanish soldiers, *some with their swords drawn. The Mexica commoners watch the *procession and whisper among themselves.

73.

EXT. SPANISH QUARTERS -- LATER **

The retinue stops at a large, second floor apartment. Guards *watch him constantly. Rapidly, Tentil directs servants to *hang up fine cotton tapestries, featherwork and the cocoa *pottery. *

Some finely dressed Mexicas visit. One of the caciques speaksto Marina in the hall outside Montezuma's room.

MEXICA CHIEFWe are chiefs and nephews ofMontezuma. Why is he a prisoner?

MARINASpeak to him.

Marina nods to the guard who allows them entry. Montezuma stares out the window and quietly talks to the chiefs.

The chiefs and nephews bow and leave.

INT. MONTEZUMA'S APARTMENT -- DAY

Montezuma's servants, several of his concubines and many *chiefs occupy the second floor of the Spanish quarters. His *staff delivers an elaborate meal.

Cortes and Montezuma talk while Marina translates.

MONTEZUMATell me about your country andinventions. In paintings, I've seen boats that catch the wind. How?

CORTESIf you supply wood, I'll build you aship. I have the other supplies atthe coast.

MONTEZUMAI will grant you access to the royal *forest. My carpenters will help and *bring whatever you need. *

CORTESWe'll go sailing in a few weeks, myfriend.

MONTEZUMAWonderful. Now a serious matter.

CORTESWhat?

74.

MONTEZUMAMy chiefs and nephews are becomingvery angry. They want me to declarewar against you.

CORTESHave you told them you are not a prisoner?

MONTEZUMAThat is minor. They want you to gohome.

CORTESImpossible. We will fight.

Montezuma sighs and looks out the window.

INT. MONTEZUMA'S APARTMENT, SPANISH QUARTERS, BEDROOM -- *MORNING

Cortes and Marina visit with Montezuma while a lovely YOUNG *WOMAN brushes and arranges his wet hair. Marina translates. *

MONTEZUMAYou are invited to my family's huntingisland today. The ships are ready?

CORTESYes. But you must stop praying tothose devil idols. If you disobey,your life is at risk.

MONTEZUMAYou already had mass and prayed. Why do you deny me?

CORTESBecause my prayers are right andyour's are wrong.

Montezuma frowns and looks at the ground. He looks out the *window then back at Cortes and squeezes his shoulder. *

MONTEZUMAThat is your opinion but please stop. Today is for enjoyment!

EXT. LAKE TEXCOCO -- AFTERNOON

Two Spanish ships with masts and rigging are docked near thecenter of Tenochtitlan. Large Spanish and Cortes' flagsblow in the wind. Sailors prepare the ships. Many Spaniards *get on the ships.

75.*

MONTEZUMA *(in Nahuatl with *English subtitles) *

Cuauhtemoc, I trust you will accompany *us today. *

CUAUHTEMOC *My lord, I wish you no disrespect *but I do not want to join those *savages.

MONTEZUMA *You are only depriving yourself. *

Montezuma boards a ship with his SON, a group of caciques *and is followed by six Spanish guards. Cuauhtemoc watches *from the shore as Mexica huntsmen follow in their canoes. *

Montezuma is delighted to be in the faster of the two sloops. He points to the canoes that are left far behind and laughs. The Spaniards and Mexicas laugh and tease Montezuma aboutthe slow canoes.

The regal hunting island is close to the city. The group *spends the afternoon hunting and return to the ships withdeer and rabbits.

The ships sail to Tenochtitlan. Close to shore, Pedro orders *the cannon to be fired. Montezuma happily cheers, followed *by the shouts of his chiefs and son.

As they disembark, Marina translates.

CORTESDid you enjoy our ships?

MONTEZUMAYes! It is a great art to combinesails and oars together. We willbuild one. *

*

INT. CORTES' ROOM -- NIGHT

Cortes sits by candlelight at a table, writing a letter. Marina knocks at the door then gently opens it.

CORTESGood evening, my dear. I am writing to my wife with favorable news. *

MARINA *I have information that is not good. *Montezuma's nephew is organizing a *rebellion. Troops are mobilizing to *free his uncle. *

(MORE)

76.

MARINA (CONT'D)He's angry that you opened hisgrandfather's treasure chamber and *says you will steal it. Your men *are saying that you have already *stolen some pieces for yourself.

CORTESYou are here to assist me, not accuse,woman!

MARINAI am assisting.

CORTESYou are correct. The missing pieces *are for King Carlos V, to show him *the magnificent work of the craftsmen *here and to gain his favor. *

MARINAYour defense against Montezuma's *nephew is urgent. *

INT. MONTEZUMA'S APARTMENT, SPANISH QUARTERS -- MORNING **

Montezuma's apartment is bright with soft, morning light. Marina translates as Cortes and Montezuma talk at a tablewhile Juan, Pedro and Tentlil listen. *

CORTESMy friend, my companions and I sufferfrom a disease of the heart whichcan be cured only with gold.

MONTEZUMAMy people do not have this heartillness. Our medicines come from *plants. We also bathe more often *and are healthier because of it. *

CORTESIf you help us find gold, we will be well.

MONTEZUMAI will show you on a map where goldis in the rivers and caves. Tuxtepecand Zacatula have gold and silver.

CORTESWill you spare some guides to help?

MONTEZUMAOf course.

(MORE)

77.

MONTEZUMA (CONT'D)I will also send a message to everycacique in my land that our guestsrequire tribute in gold.

CORTES(smiling)

You are most generous.

MONTEZUMAWar is coming. I can no longer holdoff my men. *

*

INT. CORTES' ROOM -- NIGHT **

Pedro enters Cortes' room, smiling with a large sack slungover each shoulder. He puts one on the table, opens it andshows Cortes a handful of gold grain.

PEDRO DE ALVARADOHernan, in a few days we've collected 12,000 reales worth of gold grain.

CORTESGold pours in and Montezuma protectsit for us. Tomorrow we'll discuss adistribution.

PEDRO DE ALVARADOAt last. One year ago we left Cubaand now our efforts are beingrewarded. The men deserve some gold.

CORTESAgreed but don't forget our debts. Ihave meticulously studied our ledgers *and we have many payments to make. *

*

INT. MONTEZUMA'S APARTMENT -- AFTERNOON

Cortes and his captains are assembled in Montezuma's quarters. The floor next to Montezuma's chair and a large table arecovered with sacks of gold. Marina translates.

MONTEZUMAThis gold has been collected fromall over my land. Only haste preventsthere being more. I hope it willmake you healthy and heal your hearts.

Cortes smiles at his captains.

CORTESWe feel better already.

78.

MONTEZUMAI am also giving you the entiretreasure I received from my fatherand grandfather. You have seen it.

CORTESI have?

MONTEZUMAWe know you opened the chamber thensealed it as before. Send thesegifts to your Emperor in my name. You now have all the riches in mypossession, however few.

Montezuma leads them to the chamber and Mexica carpenters *open the door. Load upon load is carried into a room in theSpaniards quarters.

Cortes and Montezuma inspect the EMPTY DARK CHAMBER by *torchlight. Cortes puts his arm around Montezuma's shoulderand squeezes it, smiling brightly while Montezuma looks *somber. *

MONTEZUMA (CONT'D)Now that you have my treasure, I begyou to return to your home. *

CORTES *Gold is helpful but our mission here *is far from complete. *

Cortes removes his arm and approaches Pedro and Juan. *

Montezuma turns stiffly to one of his guards.

MONTEZUMAI pray that I made the right decision. Seal the door.

INT. TREASURE ROOM, SPANISH QUARTERS -- MORNING

Pedro and Cortes survey three tall piles of gold, of variousshapes and sizes. Pedro pats Cortes on the back, smiling. Juan sits in a chair as he strokes the greyhound's head.

PEDRO DE ALVARADOUnbelievable! We will surely invitethe men to view this mountain.

CORTESPedro, the common soldier is notinvolved. I have taken the mostrisk and deserve the greatest reward.

(MORE)

79.

CORTES (CONT'D)We must first melt it and creategold bars. With our seal, it cannotbe reclaimed. *

JUAN JARAMILLOBut consider the challenges the menhave endured. We've made it thisfar because of the common soldiers.

PEDRO DE ALVARADOHernan, at least let the men see it. To boost their morale.

CORTESJust tell the men that the Friar and *I are first removing the royal fifth.

Pedro furrows his brow. Juan looks puzzled.

PEDRO DE ALVARADOAs you wish.

EXT. SPANISH QUARTERS, COURTYARD GARDEN -- NIGHT

A group of soldiers are drinking, smoking and talking on amoonlit evening. ANTONIO ARCHULETA, with a broad chest,unkempt beard and scowling expression, dominates theconversation.

ANTONIO ARCHULETAFive days ago Cortes shut the dooron the treasure room. He must thinkwe're stupid.

JOSEI don't believe his excuses.

ANTONIO ARCHULETAThe Friar is probably being bribed. *

JOSEHe needs us more than he needs thegold. I require payment or I'mleaving.

The soldiers cheer and agree loudly.

INT. SPANISH QUARTERS -- DAY

The large, bright room is loud with the Spaniards talking. Cortes stands in front of a table with a canvas sack on it. He claps loudly. The group quiets.

80.

CORTESMen, you have been patient. A yearago, we were dreaming in Cuba. Nowwe are blessed by the bounty of NewSpain. This treasure exceeds ourexpectation.

(laughs & smiles)St. James and God are with us. Theroyal fifth has been removed forEmperor Carlos. I have also removedmy portion as your Captain General,a fifth of the proceeds which youpromised me at the dunes in VeraCruz.

The Spaniards look at each other and their muttering becomesloud. Cortes does two quick hand claps to regain silence.

CORTES (CONT'D)Our debts are considerable. I hadmany expenses in Cuba for supplies,food and the fleet of ships. I mustrepay Governor Diego Velasquez sincea few of the destroyed ships werehis. The Friar and our priest get *double shares. As will the familiesof those who died at the recent attackin Vera Cruz.

ANTONIO ARCHULETAHow will the shares be sent to thefamilies of the dead since we haveno ships? It was your decision todestroy them so the payment toVelasquez should be yours alone.

SPANISH SOLDIERSHear, hear!

Cortes opens the canvas bag and pours a small pile of goldonto the table.

CORTESDetails are not your concern. Thisis for you soldiers. You shouldeach get at least 800 reales.

The soldiers grumble and roll their eyes.

ANTONIO ARCHULETAFor almost 400 men? Risking ourlives means nothing to you.

CORTESBut alive you are, in a country withlimitless wealth!

(MORE)

81.

CORTES (CONT'D)Not to worry, there will be plentymore. We have no choice but to paydebtors first.

Antonio shakes his head in dissent and crosses his arms across *his chest. *

ANTONIO ARCHULETAI refuse a single piece of gold unlesseach of my brothers gets an equalshare.

JOSEAgreed.

A few take their share but most just shake their heads andwalk away. Some of the men glare at Cortes before exitingthe room. Antonio is the last to leave.

ANTONIO ARCHULETAMost of your men are honorable andtook nothing.

JOSEWe know where to find gold. We don'tneed you to be accepted as gods. Orbecome rich.

CORTESCalm down. Trust in me. Ourinnumerable expenses are not my fault.

Antonio abruptly turns his back on Cortes and leaves. Theelegant, dignified, grey haired TREASURER GONZALO MEJIAapproaches.

TREASURER GONZALO MEJIAMay I speak with you? In private.

CORTESCertainly.

They walk down a hall to Cortes' room and the treasurer sitsat a table with two chairs. Cortes closes the door and sitsdown.

TREASURER GONZALO MEJIAFor our men and the Emperor, I'mobliged to ask. Several pieces aremissing. Where are the goldblowpipes. Or the silver birds withmother of pearl talons? You hopedno one would notice but the menestimate that a third of the treasureis gone.

82.

Cortes stands up and his chair goes flying. He lifts hishand, as if to smack the treasurer but stops himself. Hiseyes blaze with anger.

CORTESYou insolent, lying fool! We have atreasure only because of my effortsand my organization. Dare not speakof this again or...

TREASURER GONZALO MEJIAYou threaten an ambassador of EmperorCarlos?

CORTESHe can't help you here!

Cortes has a red, pinched face. The pale treasurer yanksopen the door and exits. Cortes smooths his jacket and hairthen forcefully slams the door shut.

EXT. TEMPLO MAYOR - TENOCHTITLAN -- MORNING **

Atop the temple pyramid, three priests in black robes withlong dark hair matted with dried blood squint as they surveythe city, walking around all corners. One gestures for theother two to join him.

He points down to the Spaniards having mass. He animatedlytalks and gestures.

INT. SPANISH QUARTERS -- THE NEXT NIGHT **

The Spaniards are seated at several large tables and Mexica women serve food. After dining, Cortes stands up and wavesan arm above his head then loudly double claps.

CORTESI've heard some of you are unhappyabout your share of gold.

Grumbling assent comes from the crowd.

CORTES (CONT'D)What I have is yours. I don't wantmy fifth, only the share that cameto me as Captain General. Soon wewill be lords of these great cities. And the gold mines and rivers.

Several men, including Antonio and Jose approach Cortes andwhisper quietly together. *

*

83.

INT. MONTEZUMA'S APARTMENT, SPANISH QUARTERS -- AFTERNOON

Marina translates while she and Cortes stand before a pacingMontezuma.

MONTEZUMAYou must remove your altar. Ourpriests say your idols are dangerouslyclose to Huitzilopochtli. They willkill you for this insult.

CORTESJesus on the cross is not an idol! We built our altar far from yourtemple, as you instructed.

MONTEZUMAOur gods have told the priests thatthey are angry. You melted anddestroyed our sacred gifts.

CORTESAs gifts, we are free to use them aswe wish.

MONTEZUMAThey were gifts for your Emperor andhomeland, not to be ruined by you.

CORTESOur Emperor will like your gifts buthe would prefer them in the formwe've created.

MONTEZUMAAs your friend, listen to me. Leaveat once. War is beginning. *

CORTESGrant us time to build more ships. I want you to accompany us to Spainto meet our great Emperor.

MONTEZUMASpain? I am not a relic to display. I am lord of this land.

Montezuma turns his back to Cortes.

MONTEZUMA (CONT'D)Kill me before taking me on yourship to Spain.

CORTESYour people must adjust. We belonghere.

84.

MONTEZUMAYou will never belong here. Mywarriors will attack within thismoon.

INT. MONTEZUMA'S APARTMENT -- THE NEXT DAY

Cortes and Marina find Montezuma beaming. Marina translates.

CORTESMy friend, I am pleased to see youlooking so well and happy today.

MONTEZUMAIndeed. The gods answered my prayers. I will miss you but am happy therewill not be war.

CORTESI am confused.

MONTEZUMAYour brothers did not tell you?

CORTESWhat?

MONTEZUMAMy messengers saw 18 ships near the *fort you built. I already sent giftsto your brothers there.

CORTESI'm sure our King has sent them tohelp us.

MONTEZUMAWith so many ships, now you can sailhome immediately.

Cortes rushes out of the room and Marina follows. His faceis pale.

CORTESOh dear God. Either GovernorVelasquez or the King himself have *come to stop me.

EXT./INT. TENOCHTITLAN, SPANISH QUARTERS -- DAY

The Spaniards quarters are buzzing. A group of soldierstalk excitedly while grooming horses.

85.

ALFONSOJaime, angels of mercy have come tofree us.

JAIMEWhat?

ALFONSO18 ships are at Vera Cruz!

Jaime drops to his knees and clasps his hands together inprayer.

JAIMEThank you, God! Should we startwalking there?

Alfonso laughs.

Harquebus shots are fired and horsemen ride around, ecstatic. *

INT. CORTES' ROOM -- MOMENTS LATER

Cortes is flushed and sweating as he talks with Pedro whileshoving supplies in a canvas bag.

CORTESHow can they celebrate? *

PEDRO DE ALVARADOThey're loyalty is to themselves,not you.

CORTESFools. You must lead while I'm inVera Cruz. It will be challenging.

PEDRO DE ALVARADOHernan, I can easily control thenatives. Your mission is moredifficult.

Cortes blesses himself with the sign of the cross.

CORTESThe Tlascalans will help. Despite *my own men revolting.

He shakes his head, grimacing. *

He reaches under his bed and opens a sack. He opens it andgold medallions fall through his fingers. He passes thesack to Pedro.

86.*

CORTES (CONT'D)Give a fair share to your men.

EXT. CEMPOALA -- NIGHT

TITLE OVER: "Cempoala"

A group of 70 Spaniards, most on horseback and 20 Tlascalans *on foot arrive near Cempoala. It is very dark in the midstof a violent thunderstorm. They are blasted by wind and *driving rain, among thunder and lighting. *

CORTES(shouting)

Men, I ask much of you. Thismiserable storm gives us the advantage while they are cozy in their beds. St. James, grant us success!

Alfonso and Jaime stand beside each other, dripping wet, *shivering and looking miserable. Alfonso shouts to Jaime but *he can barely hear. *

ALFONSO *Maybe we can skip the battle and *hide in our countrymen's ships. I'm *sure they are well stocked with plenty *of food and wine. *

JAIME *I would do anything, to not have to *suffer this eternal hunger and *struggle. *

ALFONSO *With no compensation! I wish we had *stayed in Cuba. *

JAIME *Let's talk to some of our men as *soon as this is over. I'm ready to *risk a new leader. *

They are the last to follow the group down the muddy path *toward the village. *

The village appears large with many tall torchlit towers andbuildings. They encounter two SPANISH GUARDS from the Narvaez *troop. Cortes hops off his horse, grabs one of the guards *by his armor and holds his sword to the man's neck.

CORTESWho am I?

NARVAEZ GUARDNo idea.

87.*

CORTESI thought everyone in Cuba had heard *of my success. I am Hernan Cortes, *Captain General of New Spain. Whoemploys you?

NARVAEZ GUARDSr. Panfilo Narvaez, under orders ofGovernor Diego Velasquez of Cuba.

CORTESWhere is he?

The guard points to a TALL TOWER WITH ONE LIGHT VISIBLE. *Cortes releases him with a shove.

The other guard slips away into the darkness. As the horsesclomp through the village center, a Narvaez soldier blares atrumpet near the tower.

*

INT. TOWER, CEMPOALA -- CONTINUOUS **

PANFILO NARVAEZ, 42, slender with dark hair and a thin face, *startles awake. He struggles to open his eyes and smoothshis rumpled black hair and beard. He shakes his head thenrushes out of bed to change from his sleeping gown to hisarmor. He stumbles and curses. *

He throws open the door and bursts into the dark hall. *Soldiers rush to battle.

Cortes' group reaches the exterior of the Narvaez camp. They prepare the cannon and line up along the buildings. *Cortes pulls Marina aside. They are both dripping wet. *

CORTES *I don't want you to get hurt in the *battle. Find somewhere dry and warm. *I'll summon you, once our kinsman *are conquered. *

She rushes away into the dark, following the edge of the *building. *

Narvaez opens fire and his men follow. At such close range,most of the bullets pass over Cortes' soldiers heads andonly three of Cortes' men are struck. Narvaez's men chargewith swords and lances, impaling a few Spaniards.

CORTES (CONT'D)(shouting)

Espiritu Santo!

Cortes' men drop their firearms. The Tlascalans pass them *spears, darts and swords. Narvaez's men are quickly injured.

88.

Narvaez and Cortes battle among their men. The wind howls,thunder booms and lightning bolts sporadically illuminatethe sky.

Narvaez receives a blow from a spear, striking out his lefteye.

PANFILO NARVAEZSanta Maria! My eye! I can't see!

Several of Narvaez's men rush over and surround him. Hishand covers his eye socket which trickles blood.

PANFILO NARVAEZ (CONT'D)Dear God!

Cortes raises his sword and his nearby soldiers stop andlook at him.

CORTESCapture him!

Juan quickly puts Narvaez in chains as Cortes' men cheer andraise their swords.

Narvaez whimpers with pain. Twelve dead Narvaez troopSpaniards are on the ground as the group retreats towardtheir quarters.

INT. NARVAEZ QUARTERS, CEMPOALA -- MOMENTS LATER

The Spaniards go inside a great stone hall and the FatCacique, Xicomecoatl beams a smile while placing a rich,colorful mantle over Cortes' shoulders. Cortes sits in anelaborately carved wood chair, smugly grinning while each ofNarvaez's men add their weapons to a stack on the floor athis feet. Marina stands beside him. Cortes gestures for *Juan to lean closer.

CORTES(quietly)

All I'm missing is my crown.

They smile at each other. Juan addresses the group loudly.

JUAN JARAMILLOYou that were with Narvaez arerequired to take the oath of obedienceto Chief Justice and Captain Generalof New Spain, Lord Hernando Cortes.

From a corner, Narvaez shouts. His left eye is covered witha bloody piece of cloth, tied around his head with thickhemp rope.

89.

PANFILO NARVAEZBy the appointment of whom? Certainlynot our Governor or Emperor!

Cortes looks directly at Narvaez, calmly.

CORTESAnother outburst and I'll cut off anear to match your eye.

He turns to the men.

CORTES (CONT'D)Raise your right hand to accept theoath.

Narvaez's men raise their hands in agreement and bow.

CORTES (CONT'D)Welcome. I am friends with the mostimportant leaders of New Spain. Youwill become rich beyond your dreamshere. Accept a small gift for yourloyalty to me.

The soldiers line up in front of Cortes. They bow as he *distributes the gold medallions, with a self satisfied grin. *

Narvaez and three of his men are brought forward in chainsby large Tlascalans.

PANFILO NARVAEZSeñor Cortes, you have great reason to thank fortune for so easily givingyou victory.

CORTESI have much to be thankful for but my victory over you is the least ofmy achievements! Fortune is notowed thanks but God who prefers mymission to yours.

PANFILO NARVAEZHah! Ridiculous. Velasquez willfree me.

Cortes laughs dramatically.

CORTESHe can't help you here. I am the Governor of New Spain, by conquestif not by royal appointment.

PANFILO NARVAEZLies!

90.

CORTESSilence. Jail in Vera Cruz is yournew home, starting tomorrow.

He raises his hand and the Tlascalans lift and drag the four protesting men in chains away.

CORTES (CONT'D)My new brothers, get some sleep. Mymen, I need to speak with you.

Cortes' men sit on the floor, wet and tired while Narvaez'stroops slowly exit. Cortes points to a BLACK MAN, crumpledin the corner, his face covered with boils and sweatingprofusely.

CORTES (CONT'D)Juan, Narvaez has brought us smallpox. Get some natives to quarantine thatman. Take caution. I can't loseany of you.

Juan talks to two Tlascalans. They carry the black man outof the room, draped over their shoulders.

CORTES (CONT'D)You speak their tongue?

JUAN JARAMILLOYes, I'm trying. *

Cortes turns to his soldiers.

CORTESMen, God is on our side! He blessedus with 900 men, 100 horses and 18ships! With these reinforcements, we can overtake the Mexicas. We'reon the verge of total conquest!

The exhausted men are quiet.

EXT. TENOCHTITLAN, TEMPLO MAYOR -- AFTERNOON

TITLE OVER: "May 20, 1520. CELEBRATION OF TOXCATL (NAHUATLFOR MAY)"

Pedro and some captains observe a procession of hundreds of *FINELY DRESSED NOBLEMEN in gold, silver and jade ornaments. *There are also YOUNG, STRONG WARRIORS in their war capes and *headpieces. They assemble in the sacred, main courtyard of *the temple complex with four entrances that is decorated *with colorful flowers. A LARGE STATUE OF HUITZLIPOCHTLI, *the hummingbird war god is carried and gently adorned with *sparkling hummingbird feathers on its head. Turquoise and *precious stones are placed on it's ears and neck. *

91.*

Gold fingers and toes are placed on it. The neck is covered *with feathers and a cape of eagle and yellow parrot feathers *is created. A painted coat with images of dismembered body *parts is placed on the figure, with craniums, ears, hearts, *intestines, hands and toes. The nobles and warriors watch a *few men proceed to the top of the pyramid with a few nobles. *Two skulls roll down the pyramid stairs. Dancing and singing *begins. *

Pedro talks with a few captains. A troop of 80 Spaniards, *easily block the entrances then quickly attack and decimate *the unarmed natives. They behead the native men with swords, *lance throats and chests with swords. The cracks of thestone courtyard run with blood.

The Spaniards pilfer the corpses and the Huitzlipochtli figure *to steal the precious metal and jeweled lip plugs, necklaces, *earrings, elaborate capes and sandals.

EXT. CEMPOALA -- MORNING

Two CUBAN MESSENGERS run to Cortes, gasping for air as theSpaniards prepare to depart. The Fat Cacique, Xicomecoatlis placing an ornate jade and shell necklace around Cortes'neck and a CEMPOALAN WOMAN puts a huge basket of fruit andmaize cakes at his feet. Marina speaks with her. The *messengers pass Cortes a scroll which he promptly reads.

CORTESDamnit!

He rips up the hemp paper and throws the pieces on the ground. The Spaniards, Tlascalan allies and Xicomecoatl look at himquizzically.

CORTES (CONT'D)Our brothers in Tenochtitlan wereattacked in their sleep. Mexicasset fire to our quarters and theships. Thanks be to God for ourreinforcements. St. James, help us!

EXT. TLASCALA -- NIGHT

The Spaniards stop in Tlascala at dusk. They eat a largemeal, pack supplies and get more Tlascalan warriors. Theydepart in the dark.

EXT. TEXCOCO -- MORNING

Cortes and Juan lead the group of almost 1,000 Spaniards and *a few thousand Tlascalan warriors through Texcoco, on the *north end of the lake. The streets are eerily silent andempty.

92.*

EXT. TENOCHTITLAN -- THAT AFTERNOON **

As they enter Tenochtitlan, the streets are abandoned and *silent. They ride through the Templo Mayor and squinch their *noses at the terrible smell. The ground stones are brown,thickly coated with dried blood. Cortes and Juan mutter to *each other. *

CORTES(shouting)

Men, go to our quarters immediately!

Juan leads them at a gallop.

EXT. SPANISH QUARTERS -- CONTINUOUS **

The men arrive at the scorched and smoking Spaniards quarters. As Cortes dismounts, Montezuma approaches and tries to speakto him but is interrupted.

MONTEZUMA *You should not have... *

Cortes interrupts him. *

CORTES(furious)

You attacked my men! You destroyedthe brigantines I built for you andset our beds afire!

MONTEZUMA(loud sigh)

Pedro slaughtered our most importantleaders during our Toxcatlcelebration. The blood of our most *important warriors ran like water *and the stench of blood still fills *the air. Your men stole sacred,ancient ornaments from the dead. My *men were forced to retaliate. And *they will barely speak to me now. *

Marina translates. Montezuma dejectedly walks away. Cortesfinds Pedro nearby.

CORTES *Pedro, what the hell happened?

PEDRO DE ALVARADOThey assembled in the main plazawhich appeared to be a rebellion inyour absence. They knew we were *outnumbered with your group at the *coast. *

93.*

CORTESI was told it was a May party with *flowers and dancing. How did you *think it was a rebellion? *

PEDRO DE ALVARADOThere were so many of them! Their *"singing" sounded like a war chant *and the blaring drums, a battle cry. *Without Marina here, I couldn't be *sure. *

CORTES *Marina, what is the truth? *

MARINA *Toxcatl is celebration to honor *Huitzilopochtli, the god of the sun *and war. It is one of the most *important in our calendar. Pedro *attacked the Mexica nobles and elite *warriors. Are you sure this was not *planned? You have seen their *festivals before and their practices. *

PEDRO DE ALVARADO *We did our best to seal off the plaza *and were successful in getting rid *of most of them. But there has been *chaos ever since. That stench from *the plaza is awful. *

CORTES *Did Montezuma order the attack on *us? *

PEDRO DE ALVARADONo. He tried to stop it.

CORTESI told Narvaez's men to expect a *grand welcome with gifts of gold andbeautiful women. Where is thejewelry?

PEDRO DE ALVARADOIt is safely stored.

CORTESNot in your chambers, I hope. Didyou plan to tell me about this?

PEDRO DE ALVARADO(stammers)

I...

94.*

A young SPANISH SOLDIER with bloody cloths tied around hiscalves bursts in. He is sweaty, dirty and gasps for air.

SOLDIERI was a day behind you. The road iscrowded with angry warriors! Theyare removing the bridges. I barelyescaped. *

Cortes' lips tighten and his eyebrows furrow as he stares at *the solider. *

SERIES OF SHOTS: SPANIARDS UNDER ATTACK IN TENOCHTITLAN *

1) Cortes leads several hundred Spanish crossbowmen, *harquebusiers and horsemen through the streets outside their *smoking quarters.

2) They are met by crowds of agitated Mexicas with the roofs *covered in warriors. The Mexicas are dressed elaborately *for battle, some as Jaguar and Eagle knights.

3) Javelins, stones and arrows fly. The sounds of the massiveBOOMING DRUM, WAR CRIES and FEET STOMPING are deafening. *

4) The Spaniards are so fiercely attacked, they must retreatto their quarters. Some Spaniards die and many are wounded. *They lie bleeding on the ground and one is dragged by hishorse, unconscious.

5) The Mexicas follow the Spaniards. The Spaniards cannons, *harquebuses and crossbows miss their targets from inside *their quarters and at short range.

The Spaniards defend themselves with swords but more die. *

6) The swarm of Mexicas set the Spaniards' quarters on fire *again. The terrified Spaniards throw dirt on the fire andtry to barricade the blazing rooms. The air is clouded by *smoke and dirt. The courtyard and floor are covered in stones *and arrows. Replenishment Mexica troops continually appear.

8) Inside their quarters, the Spaniards cough and sweat. All *are injured and many die. *

9) The Spaniards awake the next morning to their quarters *surrounded by thousands of Mexicas, ready to attack. Theypeek out the door, close it then internally barricade it. *

*

INT. MONTEZUMA'S APARTMENT, SPANISH QUARTERS -- EARLYMORNING

A disheveled and soot covered Cortes rushes into Montezuma'squarters with Marina hurriedly following. Montezuma barelylooks up from his breakfast and visits with one of his women. Marina translates.

95.

CORTES(jittery)

We agree to leave. You were correct.

MONTEZUMAYou did not listen to me. My peoplehave already chosen another king. You will not leave alive.

Cortes kneels down before Montezuma and kisses his hand.

CORTESI know you are upset with me. Butas your friend, I beg you to helpus.

MONTEZUMAThey will surrender, only when all *of you are dead. *

CORTESMy lord, I'm desperate. Please.

MONTEZUMAI will speak to them one last timebut they will not listen. I am no *longer their king. *

*

EXT. MONTEZUMA'S PALACE, ROOF TERRACE -- LATER **

Montezuma addresses the crowd from the roof terrace withseveral Spanish soldiers guarding him. Cortes stands besidehim, dodging darts and heavy stones that fly onto the roof. Montezuma speaks very lovingly and loudly.

MONTEZUMAMy trusted people. Our prayers areanswered. The foreigners beg forpeace and ask to leave. Stop theattacks so they can go.

The flying arrows, stones and darts stop. Moments later, ashower of stones and darts fly again from the right side ofthe assembly, amid shouting. Montezuma moves to stand in *front of Cortes, waving his hands in an attempt to stop theshower but is hit on the head, his arms and legs. Montezumafalls to the ground. Cortes and Pedro rush to him.

CORTESNo! No!

Montezuma is motionless, his eyes closed and blood dripsfrom his forehead. Pedro puts his hand on Montezuma's chest. He looks up at Cortes.

96.*

PEDRO DE ALVARADOI think he's dying.

CORTESNO!

Cortes covers his face and pounds his fists on the ground.

He grasps Montezuma's limp hand and lays his forehead onMontezuma's chest. He looks up, his forehead pinched. *

CORTES (CONT'D) *Those savages will pay. He was our *only ally here. *

Cortes stands and some of the Spaniards drop down to surroundMontezuma, genuflect and pray.

A MEXICA CACIQUE on the ground waves his hands and shouts up *at the Spaniards. Marina leans over the rooftop, straining *to hear. *

MARINAThe chief asks where is Montezuma?

Cortes blesses Montezuma with the sign of the cross. Hepulls a scapular from under his armor and kisses it thenrushes to the edge of the rooftop. He shouts to the chief.

CORTESYOU killed him! Marina, tell them. *

Marina shouts down and the Mexica cacique yells into the *crowd. Moans, cries and screams erupt.

MEXICA CHIEFBring him down!

CORTESOnly if you allow us to leave *peacefully.

The Mexica cacique speaks to the caciques surrounding him. A large group of warriors run around the palace and soon areon the rooftop. Battling erupts. *

*EXT. TENOCHTITLAN, TEMPLO MAYOR -- LATER **

The city is smoky and hazy. The Mexicas are very active, *taking down bridges that connect the causeway junctures and *porters removing them. *

97.

*INT. CORTES ROOM, SPANISH QUARTERS -- NIGHT **

Cortes summons the KING'S SECRETARY, a short, balding man tohis room that is dirty. A blackened, scorched table hasseveral canvas bags piled on it, as well as four larger bagspiled on the floor around it. Cortes paces.

CORTESBear witness to 5,600,000 reales ofgold, silver and jewels. A conservative estimate for King Carlos.

KING'S SECRETARYI need to evaluate the contents.

CORTESImpossible. Now order the soldiersto take what they can. We couldlose it all to these dogs.

KING'S SECRETARYYour generosity is ill timed. They fight for their lives.

Cortes slams his fist into a wall.

CORTESFollow my orders!

KING'S SECRETARYI report to Emperor Carlos, not you. I must account for the treasure.

CORTESMuch of it is safe in Tlascala.

KING'S SECRETARYHow much? When was it transported?

CORTESI am too busy. These administrative *matters have been handled directly *in my letters to King Carlos V. You *are excused. Send in the soldiers.

KING'S SECRETARYMy report to the Emperor will bedispatched immediately.

CORTESDo not threaten me! How do you think *your report will be delivered? *Leave! *

Some exhausted, dirty, injured soldiers straggle in. *

98.

CORTES (CONT'D)Men, our escape will be difficult. *Without the bridges, it is best toleave tomorrow night, in darkness.

JOSEThey'll set fire to us, if we waituntil tomorrow.

Cortes grimaces and throws the nearest chair to the ground,smashing it.

CORTESDo not question me!

Cortes breaths deeply then gestures to the table and bags onthe floor.

CORTES (CONT'D)Take what you can carry. Victorywill be ours. We just need our ships. God will protect us until we get toTlascala.

The Spanish soldiers sullenly stuff their pockets and carryas much treasure as they can hold. Jaime and Alfonso stufftheir canvas bags.

EXT. TENOCHTITLAN -- NIGHT

TITLE OVER: "La Noche Triste, June 30, 1520"

It is raining, wet and dark when the Spaniards and Tlascalansleave the city. It takes hundreds of Tlascalans and some *Spaniards struggle, carrying a plank to position on a slippery *mud causeway, to cross the lake with the bridge gone. *

*

EXT. TACUBA CAUSEWAY -- CONTINUOUS **

The lake is covered in canoes at the Tacuba causeway, westof the city.

On the causeway, the Spaniards are surrounded by bands ofMexicas with spears and slings. The Spaniards and horsesstruggle and slide down the steep, muddy hill of the causeway.

Others trudge through the channel, with water up to theirshoulders. They are weighed down with boxes, supplies andsacks of gold. Jaime and Alfonso are in agony, barely holdingtheir canvas bags above their heads.

ALFONSOI'm stuck! I can't swim!

99.

Jaime tosses his sack. It splashes among the raindrops andsinks.

JAIMEDrop your gold! It's the only wayto survive.

ALFONSOI can't! I promised my father...

Alfonso is shot in the neck with a long spear.

ALFONSO (CONT'D)Aaaahhhhh!

Alfonso and his canvas sack silently sink into the water anddisappear.

Jaime desperately swims toward land, struggling to breathethrough tears, repeatedly looking back.

As the Spaniards reach the end of the causeway, the channelis clogged with dead horses, upended trunks, dead servantsand soldiers. The exhausted, gasping Spaniards crawl ontothe slippery, muddy shore.

EXT. TACUBA -- NIGHT

Every survivor is wounded and they gather at a large openfield outside the city. The field is littered with unmovingbodies. Most sleep unprotected on the soggy ground, bloodyand restless. Some moan in pain.

Marina sees Cortes from a distance, sitting away from the *group, under a tree. HE CLUTCHES HIS BLACK COIN PURSE ANDCOVERS HIS TEAR STREAKED, SOOTY FACE. *

EXT. TLASCALA -- AFTERNOON

The survivors are a pathetic sight, limping into Tlascala. Only a few hundred Spanish soldiers, even fewer Tlascalan *warriors and about twenty horses survive. *

The Tlascalans welcome them kindly, give them food and womennurse the injured with herb poultices. Maxixcatl and *Xicotencatl visit an injured Cortes, who lays on a straw *bed. Marina is administering herbs to his wounded chest *when Maxixcatl and Xicotencatl enter. She translates. *

MAXIXCATL *We told you not to trust the Mexicasfor one day they would attack you.

100.*

XICOTENCATL *We will tend your wounds and feedyou. You are home.

Cortes groans and smiles weakly. *

MAXIXCATL *Stay as long as you wish. We willbeat the Mexicas together, if youagree to our conditions. This war *has become very costly for our people. *

CORTESAccept these small gifts for your *kindness.

He passes them some colorful feathers and rolled cloth froma sack within arms reach, barely able to move. The Tlascalan *leaders exit. *

CORTES (CONT'D) *Marina, you often know what to do. *When I am feeling stronger, will you *assist me in strategy in dealing *with our hosts? *

MARINA *Of course, Hernan. But you must *rest now. *

She massages his forehead and he falls asleep. **

INT. SPANISH QUARTERS, TLASCALA -- MORNING **

Two NATIVE MESSENGERS quietly run up to Cortes' quarters and *deliver a scroll. Cortes is recovered and smiles as he joins *Juan and Pedro at their breakfast table. *

CORTESGovernor Velasquez sent two ships toVera Cruz with horses and soldiersfor Narvaez. Apparently, he didn'tknow that Narvaez is in chains.

(laughs)

JUAN JARAMILLOI could use some men to explore thegold and silver mines on Montezuma'smap.

PEDRO DE ALVARADOSome are helping me check the templesand homes for gold. There's no oneto protest because of the smallpox.

101.*

CORTESStill, without gun powder, be surethey are well armed with our hosts *darts and arrows. Continue your good *work, men! *

*

EXT. SPANISH QUARTERS, TLASCALA -- AFTERNOON **

Spanish soldiers gallop in to camp, their horses laden withcanvas sacks. Cortes is smiling as he speaks with a young,enthusiastic SPANISH SOLDIER.

CORTESSo men, the rivers and mines weregenerous. Show me what you've found.

The soldier unties a canvas sack and pulls out silver andgold statues of varied sizes.

SPANISH SOLDIERWe've had luck there but also in thetemples in the villages. *

CORTESPerfect! I'm sure I can trust you *to give the crown all the gold youfound. It is our duty to submit theroyal fifth. You'll understand whymy guards must search your belongings.

SPANISH SOLDIEROf course, Hernan. It saddens me *that you think we'd steal. Are we *not subjects of Carlos V too? *

CORTESIt's merely a policy. And our hosts *require reimbursement for our food *and supplies. Did you gather more *slaves? I mean native workers. *

SPANISH SOLDIERYes, sir. We found a village *unaffected by the smallpox and brought *back a large group of natives. *

CORTES(smiling)

Well done, my boy. **

INT. SPANISH QUARTERS, TLASCALA -- LATER THAT NIGHT **

Behind closed doors of Cortes' rooms, Cortes, the captains *and king's delegates secretly distribute some of the booty. *

*

102.*

EXT. MONTEZUMA'S PALACE, TENOCHTITLAN -- DAY **

Cuauhtemoc is the new Mexica king and he wears a cloth and *feather loincloth but his chest and arms are bare. His *colorful feather headpiece and gold and precious stone jewelry *reflects his rank as king. *

He scowls as he walks the palace grounds with several *caciques. The grounds and city streets are in ashes and *covered with dead bodies from the smallpox epidemic.

CUAUHTEMOC *Look at our once glorious city. Those disgusting foreigners continueto poison us with their plague.

MEXICA CHIEFKing Cuauhtemoc, shall we attack *them in Tlascala?

CUAUHTEMOC *No. Our spies saw the foreignersbuilding their ships.

MEXICA CHIEFTo return to their home?

CUAUHTEMOC *Yes. They know from our last battleto go home. Huitzipotchli told methey are preparing to leave. Forever.

EXT. TLASCALA -- DAY

On the outskirts of Tlascala, in a large, dry field, bordered *by trees, the Spaniards and thousands of Tlascalans work *diligently to build thirteen brigantines, some up to fifty *feet and some are smaller. Supplies arrive from Vera Cruz *by horse and wagon. Tlascalan porters carry timber on their *shoulders. *

EXT. FOREST OUTSIDE TLASCALA -- AFTERNOON **

During a rainy afternoon, streams develop instantaneously *while Tlascalan workers strain in a starkly deforested area *against the rest of the woods, to cut down trees and carry *them in the thick mud, *

EXT. TLASCALA -- AFTERNOON **

Cortes and Juan ride and talk together, while surveying menworking on the nearly completed portable ships.

103.*

CORTESThe nearby forests have been kind. Our ships are almost done.

JUAN JARAMILLOThank God for the porters. It will *be an ordeal to get thirteen ships *to the capital. *

They ride a bit farther and watch Tlascalans and Spaniards *working together, melting and hammering copper to make darts. *

CORTES *God will bless us again and we will *have complete victory this time, *Juan. I know it. *

JUAN JARAMILLOI agree. What will you do as "king" *of our new land someday? *

CORTESMy dream is to create a New Spain, *free of infidels in a land of wealth *and beauty, abundant in every *resource, including native workers. *A country where I will finally be in *control and can live comfortably *into my old age. And without constant *administration to the Old World. *

JUAN JARAMILLOIt sounds amazing, my friend. Don't *forget me, when you become Governor! *

They laugh and continue riding. **

EXT. WEST OF TLASCALA -- AFTERNOON **

From the aerial view of an eagle, an 8 mile entourage snakesalong a winding dirt road leaving Tlascala. Thousands of *native porters, cooks and women as well as hundreds of *Spaniards, flying their standards, and horses transport the *huge wooden pieces of the 13 dismantled brigantines and *accompanying ropes and sails. *

*

EXT. TEXCOCO, EAST OF TENOCHTITLAN -- MORNING **

A limited group of Spaniards and thousands of natives work *busily, assembling the pieces of the brigantines, north of *the lake and protected by trees. A canal is being dug from *the assembly zone to connect it to the nearby Lake Texcoco. *

104.

EXT. TACUBA, WEST OF TENOCHTITLAN -- DAY **

TITLE OVER: "Tacuba, West of Tenochtitlan"

Cortes' army arrives in Tacuba. At the front are newlyarrived Spanish dignitaries including a PRIEST, a NOTARY anda TREASURER, that carry Spanish banners. *

Cortes and a few of his captains climb to the top of a talltemple in Tacuba. From the top, they see a lovely view ofTenochtitlan with its shrines, villages and buildings alongthe water and canoes on the lake.

PRIESTThis is not the act of men but ofGod for us to conquer this land.

CORTESIn God's name, now is the time tofinish what we started. St. James, *grant us victory!

The group is jovial and give each other affectionate pats onthe back. They set up camp at the temple courtyard. *

EXT. SPANISH CAMP, TACUBA -- DAY

Cortes is alone under a shady grove of trees. He pulls outhis black coin purse. He holds his two tiny silver coins inhis hands and bows his head to pray. He intensely kisses *the coins, returns them to the coin purse and shoves it in *his armor. He strides back to camp, smiling.

EXT. SPANISH CAMP, TACUBA -- MORNING

The Spaniards awake to SHOUTING and WHISTLES from the lake, *luring them to come fight. Cortes sends a lithe TLASCALAN SPY to secretly view the lake. Cortes is in the midst of ameeting with Pedro and Juan when the spy returns. Marinatranslates.

CORTESWhat did you find?

TLASCALAN SPY *I saw hundreds, maybe thousands ofcanoes in the lake. *

Marina addresses Cortes after translating. *

MARINA *To deny them fresh water from the *aqueduct will hurt them most. *

105.

CORTESAgreed. Let them tire in their canoes. *Today, we destroy the Chapultepecaqueduct.

EXT. CHAPULTEPEC SPRING -- DAY

A large group of soldiers on horseback approach the aqueductat its origin. They are attacked but the Spaniards quicklyovertake with just a few wounded. The Spaniards demolishthe aqueduct. Water sprays out of the broken pipes and the *sizable spring fed pond overflows. *

EXT. LAKE TEXCOCO, TACUBA -- DAY

Cortes launches the 13 ships on Lake Texcoco. Battles inthe lake ensue. Smoke signals blow from a hill in the centerof Tenochtitlan, while other smoke signals blow from variousvillages around the lake. The HOWLS, WHISTLES, SHOUTS, DRUMSAND TRUMPETS are overpowering. The Spanish troops and *Tlascalan allies SING loudly, as do the Mexica troops. *

Every canoe in the city is out to attack, with over 1,000 ofthem covering the lake. Cortes and Pedro shoot firearms *from one of the ships.

A strong breeze blows.

CORTES(shouting)

Oarsmen, let the sails take over. Attack with your oars!

Hundreds of canoes are overturned by the Spaniards' oars. *The Spaniards struggle with reloading their harquebuses and *most of the metal shots plops into the water, not reaching *their targets. They switch to the use of thousands of copper *darts at close range.

Within a few hours, the Spaniards are victorious on theirfirst battle in the lake. They are festive as they returnto camp.

EXT. LAKE TEXCOCO -- DAWN **

Mexica pirogues (flat boats with a flat roof) begin to appear. The Mexicas use one pirogue to come out from hiding in thereeds, covered with branches and foliage to bait a Spanishship. When the ship comes near, more than a dozen pirogues *in hiding come out to surround the Spanish ship and attack *with darts, slings, spears and arrows. *

106.*

EXT. CUAUHTEMOC 'S PALACE, TLATELOLCO -- DAY **

Cuauhtemoc's palace is in Tlatelolco, the village of *Tenochtitlan's great market on the north shore of LakeTexcoco. The palace grounds are large and manicured,surrounded by gardens with flowering bushes and several ponds. The palace has a central courtyard with many smallerbuildings. *

*

INT. CUAUHTEMOC 'S PALACE, TLATELOLCO -- MOMENTS LATER **

Cuauhtemoc and his chiefs are finely dressed, in colorful *capes and plumes. They are jovial amidst an amazing banquet. Several MEXICA WARRIORS, dressed for battle, drag in capturedSpaniards entangled in nets.

MEXICA WARRIORMy lord, we captured ten of them. *

CUAUHTEMOC *Did you get Cortes? *

MEXICA WARRIORWe did but his men used their swordsto free him. His legs are injured and he couldn't walk.

With a nod from Cuauhtemoc and a dismissive hand gesture, *the Spaniards are quickly attached to collars on poles andshoved into a dark outbuilding.

EXT. SPANISH CAMP, TACUBA -- EVENING **

Cuauhtemoc, the chiefs and a group of Mexicas approach the *Spaniards camp. In front of Spanish and their native ally *soldiers, Cuauhtemoc and his chiefs pull five bloody Spanish *heads out of bags. *

Cuauhtemoc shakes one of the heads, with blood splattering *the ground. His face turns red as he shouts.

CUAUHTEMOC *Ten of your men's hearts were givento our gods today, in thanks! Oneyear ago, you contaminated our citywith your filth. We will feed ourgods with your hearts until every one of you is dead! Retreat or die! *

Marina translates. Cortes and his captains look defiant.

At the top of the main temple, miles away, DRUMS, CONCHES,HORNS and WHISTLES sound. The Spaniards and native allies *are dumbstruck.

107.*

Cuauhtemoc is passed a spear and charges a Spanish soldier. *The Mexicas attack and battle erupts.

EXT. LAKE TEXCOCO, TENOCHTITLAN -- DAY

Tenochtitlan is in chaos as the Spaniards capture the city. Buildings and homes burn, amid drizzle.

The lake is full of activity with Mexica canoes, piroguesand the 13 Spanish sloops. Cuauhtemoc's family and servants *cluster in a group of 50 canoes. Cuauhtemoc's royal pirogue *is richly decorated with colorful shells, an awning andplumage. The canoes are full of people, property, gold andjewelry.

Two Spanish ships quickly overtake the group of canoes. Abreeze allows them to easily trap Cuauhtemoc 's pirogue and *Mexica canoes between the two ships.

The Spaniards fire their guns at the canoes, immediatelycausing leaks and panic. Cuauhtemoc stands from his throne, *waving his arms. A SPANISH GUARD translates.

CUAUHTEMOC *Do not shoot. I am King Cuauhtemoc *and I demand to see Cortes. *

Juan and several Spaniards rope the canoes together. Oncelanded, they put Cuauhtemoc in chains and seize the treasure *from his pirogue. They take the women they want who followwithout protest, their heads down.

EXT. SPANIARDS AND ALLIES CAMP, TACUBA -- LATER

An angry Cuauhtemoc and a few of his chiefs are brought to *Cortes at the Tacuba camp, led by Juan. Marina translates. *

CUAUHTEMOC *I have done my duty in defense of mycity and people. I can do no more. *I am beneath your power.

Cuauhtemoc speaks with difficulty, his voice wavering and a *tear runs down his face. *

CUAUHTEMOC (CONT'D) *Take the dagger from your belt andstrike me immediately, I beg you. To *honor Ahuitzotl, Tizoc and the holy *kings before them. *

The Mexica chiefs stare indignantly at the Spaniards. *

108.*

CORTESI admire your bravery and defense ofyour city. But your defeat wasinevitable. Your gods told you wewould rule.

CUAUHTEMOC *I did not realize you were an expert *on our gods. Don't misinterpret the *words of a few of my uncle's priests. *

CORTES *I've heard enough. Juan, put him *and his men in chains then take them *to the cells. *

*

EXT. SPANISH CAMP, TACUBA -- NIGHT **

TITLE OVER: "August 13, 1521" *

It rains and thunders while the Spaniards celebrate theirvictory with drinking and guitars playing in the temple andoutbuildings.

PEDRO DE ALVARADOFinally a stop to their battle drums!

JUAN JARAMILLOCheers to peace at last!

CORTESAnd free to take whatever treasurewe find. Thanks be to God, victoryand wealth are ours!

The Spaniards enjoy the company of many native women, *laughing, drinking, listening to music and dancing. *

*EXT./INT. CUAUHTEMOC'S PALACE, TLATELOLCO -- AFTERNOON **

On a sunny afternoon, Cortes, Marina, Juan and Pedro stepover countless bodies as they walk to Cuauhtemoc's palace. *The streets, courtyards and canals are strewn with Mexica corpses, most covered in smallpox blisters.

Cortes and his men burst through the door of the darkoutbuilding to find Cuauhtemoc in a chair. He is thin and *disheveled, his hands and feet chained to the back of thechair. Marina translates.

CORTESCuauhtemoc, where is Montezuma's *treasure? His gift to me, well beforehis death?

109.*

CUAUHTEMOC *You would know better than I.

CORTESNot the portion we melted but theidols. I'm required to send tributeto our King. And pay back the *Tlascalans. *

CUAUHTEMOC *I'll ask my chiefs to check the lake.

CORTESYour treasure must be submitted too.

CUAUHTEMOC *Treasure is unimportant. I beg youto let my people leave. They arestarving and dying of thirst.

CORTESSome may leave, only becauseTenochtitlan stinks of death. Cannibalism is a sin. *

CUAUHTEMOC *For months Tenochtitlan has beenwithout drinking water and food. Thousands have died, with only barkand roots to eat. Your disgusting *plague kills thousands more. *

Cuahtemoc speaks directly to Marina. *

CUAUHTEMOC (CONT'D) *(in Nahuatl with *English subtitles) *

Those women and children starving *could be you! Beg him, please. *

MARINA *(in Nahuatl with *English subtitles) *

I was a slave to my own people, *struggling and know how those *abandoned and starving feel. *

CORTES *Marina! What is he saying? *

MARINA *He asks if your group brought the *plague. *

CORTES *Enough talking. *

110.*

Cortes abruptly turns away, his men follow and Marina is *last. A few Spanish guards remain in the dark, dismal chamber. *

*

EXT. TENOCHTITLAN AND THE CAUSEWAYS -- DAY **

All three of the main causeways are clogged with Mexica men, women and children, skinny and dirty. Many are coveredwith smallpox blisters, flushed and sweating with fever. They struggle to walk, carry their belongings and step overthe continuous corpses. *

Cortes and a few of his captains survey the city, their nosesand mouths covered with handkerchiefs. It is devastatedfrom the battles and all of the plants and trees are dug upfrom the starving natives. The chinampas and orchards aredecimated. Piles of soot and black embers litter the streets.

Near Montezuma's palace grounds, Cortes and Pedro come acrossa thin, dead jaguar, sprawled on the street. Cortes kneelsdown to inspect it.

Cortes sighs and tries to lift the heavy animal. *

CORTESPedro, help me. He deserves a properburial, alongside his master.

PEDRO DE ALVARADOAs you wish.

Cortes and Pedro carry the jaguar away on their shoulders.

EXT./INT. TENOCHTITLAN -- DAY

The Spaniards methodically check homes to loot. Cortes and *Pedro enter a central courtyard and check the associated *rooms. In one, they see reed mats and blankets to the side *and boxes and baskets with weaving materials, clothes and *toys. Pedro sorts through a basket and pockets some gold, *silver and precious stone jewelry. *

In another room off the main courtyard, they find an OLD *MEXICA MAN huddled in a corner with an OLD WOMAN, feverish, *delirious and covered in blisters. They are unable to move. *The Spaniards shake their heads at each other and step backinto the sunlit patio. *

CORTESThey'll be dead in a few days.

PEDRO DE ALVARADOThere is a dangerous shortage of *burial sites and men to dig them. *We're going to have to use the canalsfor graves.

111.

CORTESNo, a controlled fire will sanitize *the area. We need to beginconstructing a proper Spanish city. I'm tired of living in squalor.

EXT./INT. CORTES' NEW RESIDENCE, COYOACAN -- NIGHT **

TITLE OVER: "Coyoacan, Near Tenochtitlan"

Cortes occupies a great Mexica palace with pristine gardensin Coyoacan, on the southern shore of Lake Texcoco. Thepalace is large with many grand rooms, is richly decoratedand the walls are brilliant white from burnished lime.

Cortes hosts a banquet. The men and their native women enjoywine, talk, laugh and walk through the property. A bell rings *and they all gather at a huge outdoor table, covered withfresh fruit, corn, flowers and a roasted pig.

CORTESMen, cheers to your hard work and toNew Spain!

SPANISH SOLDIERSCheers!! Yeah!

CORTESGod bless us and New Spain!

Cortes beams as he walks outside to peruse the outdoor guests. *Juan and Marina are talking in the garden, with the greyhound *at Juan's feet. He abruptly returns to the guests eating *near the house.

The night becomes wild with drunken debauchery and libertieswith native women. The many rooms are occupied and some men pass out on mats in the courtyard and gardens.

EXT. CORTES' RESIDENCE, COYOACAN -- DAY **

Cuauhtemoc in chains is gaunt with greasy, matted hair. He *looks at the ground, walking slowly surrounded by guards tohave lunch with Cortes.

Marina translates as they are served huge platters of fishand fruit by lovely native women.

CORTESCuauhtemoc, I hope you are well. *

CUAUHTEMOC *(eating greedily)

Do I look well?

112.*

CORTESI need your men to restore theChapultepec spring and aqueducts. Ialso need men to dispose of corpses. *

CUAUHTEMOC *As you wish. But I must now ask a *favor of you. Many of our best womendied in this ordeal. Some must bereturned to us.

CORTESI'll ask but they prefer ourlifestyle. A few are pregnant andhappy with their Spanish masters. They are Christian now and preferour comforts.

CUAUHTEMOC *They chose to survive - they do not *prefer you. *

CORTESI don't care to argue. I plan to *divide the city into sections. Partsof the city will be for Spaniards,others for the natives.

CUAUHTEMOC *You want to keep a Mexica section, *only to supply you slaves? Thousands *of my people are dying from your *repulsive plagues. *

CORTESLord Cuauhtemoc, Spanish law prohibits *slavery. You are so ungrateful when I spared your life.

CUAUHTEMOC *You value my life. Kill me now, Ibeg you!

CORTESCome with me.

They walk down the street with Cuauhtemoc in chains, followed *by several Spanish guards.

They see a few unfamiliar Spaniards ahead. They are formallydressed and TREASURER HERREROS, middle aged and slender, isthe obvious leader by his forceful stride and posture. Hebriskly approaches Cortes.

TREASURER HERREROSSeñor Cortes, an honor to meet you. *

(MORE)

113.*

TREASURER HERREROS (CONT'D)Congratulations to you and your men. Emperor Carlos dispatched us tosupervise the division of wealth. *Who is that? *

He points at Cuauhtemoc with a disapproving expression. *

Cortes bows ceremoniously. *

CORTESRoyal treasurers, welcome to NewSpain. Come to my house to discussour interests. *

They nod in agreement and walk up the road with Cortes talkinganimatedly. Marina walks alone, behind the Spaniards and *Cuauhtemoc struggles to walk with the chains with guards on *either side. *

EXT. TEMPLO MAYOR COURTYARD, MONTEZUMA'S PALACE, *TENOCHTITLAN -- NIGHT

The main temple courtyard and city center are charred, dirtyand ruined.

Cuauhtemoc is brought to an outbuilding in chains, accompanied *by Marina and a group of Spaniards, many well dressed. A *heavy wooden Spanish chair is sitting in the center of the *room with a bowl and a torch next to it. Marina translates. *

"SEE "EL SUPLICIO DE CUAUHTEMOC" PAINTING BY LEANDRO *IZAGUIRRE" *

TREASURER HERREROS *Tell us where you hid your treasure.

CUAUHTEMOC *I already told you. It was thrownin the lake.

TREASURER HERREROSYou're lying. Guard, his feet.

A guard uses a piece of cloth and dips it into the bowl. The wet cloth is rubbed on Cuauhtemoc 's feet. The torch is *lit. The torch is placed on each of his feet, they igniteand Cuauhtemoc fights against screaming or showing pain. *

CUAUHTEMOC *I will tell you! I will tell you! Stop, I beg you!

Treasurer Herreros looks bored and does not watch.

114.

TREASURER HERREROSWater.

Cuauhtemoc gasps as his feet are put in buckets of water. *Treasurer Herreros looks at Cuauhtemoc. *

TREASURER HERREROS (CONT'D)We're waiting.

CUAUHTEMOC *(panting)

Cortes knows where my palace is. Itis in the pond in the front garden. I hoped to give a token to mychildren. To remember our empire.

TREASURER HERREROSThis better be the truth or the firewill burn more than your feet. Whereis Montezuma's treasure?

CUAUHTEMOC *Only Cortes knows.

Cuauhtemoc is carried away as he moans and trembles by his *guards since he can't walk. Marina pulls her shawl over herhead and slips away silently.

EXT. TREASURER HERREROS' QUARTERS, TENOCHTITLAN -- MORNING

A group of Spaniards approach a tidy residence near the citycenter in a small carriage. They carry some pieces wrappedin cloth up to the building. Treasurer Herreros opens thedoor.

TREASURER HERREROSSurely there is more than this?

JOSESeñor Herreros, this is everythingfrom Cuauhtemoc's pond. *

They open the cloths to show a large gold sun disk and somesmall gold and silver statues and some loose jewels.

TREASURER HERREROSNothing!

SPANISH SOLDIERTen men scoured the muck all morning. It wasn't very big or deep...

TREASURER HERREROSCortes must get me something for the Emperor. *

(MORE)

115.

TREASURER HERREROS (CONT'D)My God, I just want to go home.

EXT. CORTES RESIDENCE -- MORNING

Cortes wakes up and walks outside early in the morning. Onthe white wall at the front of the house he reads large redletters:

"My soul is very sad and will be till that day

When Cortes gives us back the gold he's hidden away."

He looks around to see if anyone is watching. He hurriedlytries to rub the letters off the wall but they won't smear.

Pedro approaches.

CORTESPedro, they've done it again. I amtired of waking up to these messages. The men need to accept their shareand earn their own riches.

PEDRO DE ALVARADOHernan, 600 reales each is not whatthey expected. They are insultedand will return to Cuba or Spain. I *myself am very disappointed. *

CORTESPedro, it will take time. We've *just finished a year long war. I *have nothing left to give them! *

PEDRO DE ALVARADO *Everyone is tried of being hungry *and tired, without the basic comforts *of home. Except for you *

CORTES *Please beg them to stay. And help me *find something to cover this. *

Cortes and Pedro walk toward an outbuilding, Cortes gesturingdramatically as they talk.

EXT. TEMPLO MAYOR COURTYARD, TENOCHTITLAN -- LATER THAT DAY **

Cortes gathers the men in the Tenochtitlan main templecourtyard.

116.

CORTESMen, much of our gold was lost duringthe battles. But your futures hereare secure. Stay to help me build acity that rivals the best in Spain. Your dreams can now be a reality.

The men talk among themselves, avoiding eye contact with *Cortes. *

Cortes walks the opposite direction. *

SERIES OF SHOTS: SPANIARDS LEAVE TENOCHTITLAN

1. Montezuma's palace library is visited by large groups ofSpaniards, studying the account books and maps.

2. Groups of 15-20 Spaniards leave the city by horse and onfoot.

EXT. CHAPULTEPEC SPRING -- AFTERNOON

TITLE OVER: "Chapultepec Spring, near Tenochtitlan, 1523"

Juan ties his horse to a tree and scoops fresh water intohis mouth at the origin of the spring. Pedro arrives on hisgalloping horse.

PEDRO DE ALVARADOOur men did a good job restoring theaqueducts. *

JUAN JARAMILLOAgreed.

PEDRO DE ALVARADOWhy did you want to meet privately?

JUAN JARAMILLOMost of our men have left and our *friend Cortes is losing power. Our *diseases have left few natives to *work. What are your plans? *

PEDRO DE ALVARADOHe has an expedition for me south ofhere. I will claim this new territoryas my own. And rule. I'm hopingfor plenty of gold and silver.

JUAN JARAMILLOI plan to stay here and start a new *life, not defined by battles. *

117.*

PEDRO DE ALVARADO *Brother, we no longer have to obey *him. I wish you luck. *

They mount their horses and ride together, talking. *

EXT. CORTES RESIDENCE -- DAY **

TITLE OVER: "Cortes Residence, 1523"

Cortes' wife, Catalina, arrives in Coyoacan by carriage. She is formally dressed and accompanied by a group ofSpaniards on horseback. Native passersby stare. *

Cortes rushes to the carriage and embraces her lovingly. Heproudly shows her around their lovely home. They sit on abench in one of the flowering gardens. *

CORTES *My dear, how I've missed you. I wish *my father could see what I've done. *

She smiles at him and they talk. Marina looks serious as she *watches them from the second floor of the palace. *

*

EXT. CORTES RESIDENCE, GARDENS -- EVENING **

Cortes and Catalina walk through the property gardens at *sunset. *

CATALINA *Well, Hernan. Your accomplishmentsare great but the city is a disaster. *I was expecting it to be morecivilized. Everything is burned anddestroyed. The smell is horrific.

CORTESMy dear, give me some time. My menand I are working hard to build New *Spain and a city worthy of us. We *just purged the savages.

CATALINAI will try to be patient, my love. But Cuba seems the height ofsophistication, compared to this.

CORTESSophistication will come, I promise.

He takes her hand and kisses. She smiles weakly.

118.

CATALINAIt's been almost three years sincewe were together. I hope to be withchild quickly.

CORTESI pray for a child too.

Cortes puts his arm around Catalina's waist and walks hertoward the residence.

SERIES OF SHOTS: CATALINA IN COYOACAN

1. Catalina walks around the estate.

2. She observes Marina and Cortes together often.

3. Catalina scowls at Cortes and Marina, seeing them talkwith Mexica slaves as fruit is picked from trees on theproperty.

4. Catalina tries to ask the native servants a question inthe kitchen. They stare back, not understanding. She throwsa bowl on the ground, it shatters and she storms off. Theservants clean it up but are jumpy and cringe when shereturns.

5. Catalina sees Marina and Cortes talking in the courtyardon a sunny day. She sees Marina's silhouette and noticesMarina's pregnant belly through her loose but transparentcotton gown in the sunlight. When Marina turns her back,Catalina's face turns white, mortified upon noticing hersame red handkerchief, tied in Marina's hair. *

INT. CORTES RESIDENCE -- NIGHT **

Cortes and Catalina host a party for a group of fifteenSpaniards. Elaborate food and wine is served. The groupgets drunk, including Cortes. The guests slowly leave. Catalina and Cortes go upstairs to their bedroom.

CATALINAYou've learned the native languagequite well. Why don't you teach me?

CORTESMy dear, you've only been here a fewweeks. I was hoping you'd get settledfirst.

CATALINAWeeks? I have been here for severalmonths.

119.

CORTES(laughs nervously)

There is much for me to do and thetime passes quickly.

CATALINAYou want me to be isolated. Theservants in this house hate me. They are awful.

CORTESCatalina, I will speak to them. Tryto be patient.

CATALINAPatient? Married to you for sixyears and I am still without child! Yet your translator girlfriend ispregnant!

Cortes glares at her.

CATALINA (CONT'D)I still speak the language of ourcountrymen. They told me you arethe father. You should beg *forgiveness from me and the priest. *

CORTESI beg nothing of you.

CATALINAYours may be the first half breed ofNew Spain. You must be so proud.

CORTESThat is enough, woman! Quiet! Someone is going to hear...

Cortes rushes over to her and grabs her by the neck. Hisface contorts in anger as he strangles her. She weakens,gasping for air. The red handkerchief peaks out of the bodiceof her dress. They stand in front of a long window.

Cortes pushes her out the window and she falls to her death. The red handkerchief, flutters behind her, resting on theground beside her limp body.

EXT. CORTES RESIDENCE -- NEXT MORNING

Cortes wakes to a group of Spanish soldiers talking outsidehis bedroom window. He is groggy and slowly gets out ofbed. He rubs his temples as he pulls on his gown and goes *to the window. Juan and a few Spaniards stand below, overCatalina's body.

120.

JUAN JARAMILLOHernan, your wife is dead! *

CORTESMy God, what happened?

JUAN JARAMILLOThere are red handprints on her neck. She's been choked.

CORTESNo, no. I was with her last nightbut I must admit, I drank too muchand fell asleep. She must have fallenout of the window.

Cortes walks away from the window. Jose turns to the group. *

JOSE(quietly)

Didn't you hear them fighting lastnight? I'm reporting to the king'ssecretary and the priest.

JUAN JARAMILLOTragic. My family knows Catalina'sin Cuba and Spain.

INT. CORTES RESIDENCE -- DAY

Juan is led by a native servant to Cortes' breakfast room ona terrace.

JUAN JARAMILLOYou summoned?

CORTESJuan, my dear friend. I've heardthe Emperor is sending an inquisitor. They accuse me of murdering Catalina, *among other crimes. *

JUAN JARAMILLOWhat others? *

CORTESLies! They allege I'm not sending *the true royal fifth and incorrect *governance. I was drunk that night *with Catalina but I did not murder *my wife. *

JUAN JARAMILLO(sighs)

How will you resolve this? *

121.*

CORTESWill you testify on my behalf as a *witness? *

JUAN JARAMILLOYou ask me to lie? I did not witness *what happened with Catalina. *

CORTESBut as my friend, you could... *

Juan interrupts. *

JUAN JARAMILLOHernan, I want to help you but a *trip to Spain as your witness is *impossible. *

CORTES *Help me, Juan. I will grant you *whatever you ask. *

Juan shrugs his shoulders.

JUAN JARAMILLO *Let me think about it. But I assure *you, however I help, it will not *involve a trip back to Spain with *you. *

*

EXT./INT. LA HACIENDA DE SAN JOSE DE VISTA HERMOSA,CUERNAVACA -- DUSK

TITLE OVER: "Four years later, February 1528, La Hacienda deSan Jose de Vista Hermosa, Cuernavaca"

The hacienda is a beautiful, extensive sugar cane plantation,with palm trees, flowering bushes, gardens, stables and anaqueduct.

It is silent and appears abandoned when a Spanish delegationof TEN MEN open the wooden gate and approach in carriagesdown the river rock road. They burst through the massive,wooden front door and disperse to search the large, stonebuilding.

After searching the first floor, ENRIQUE GALLEGO, short,stocky with dark hair and a groomed beard is scowling whenhe bumps into a few of his men.

ENRIQUE GALLEGOStop walking in circles. Find him!

The men rush toward the opposite end and Enrique notices athin, steep, curved stairwell.

122.

He turns to the SPANIARD with him.

ENRIQUE GALLEGO (CONT'D)Get me a torch. Quickly!

With the torch, they carefully go down the stairs. At thebottom is a maze-like catacomb with tunnels shooting off atvarious turns. They reach a hall of prison cells. One has *a wooden torture device. Another has a stone altar with *whips hanging from the wall. Cortes startles, seeing them *only as he fumbles with a ring of keys, upon exiting the *last cell.

ENRIQUE GALLEGO (CONT'D)At last we find you. Do our priestsknow of your torture chambers?

CORTESWho are you? How dare you trespasson my property!

ENRIQUE GALLEGOI am here by order of Emperor CarlosV with notification that your titleof Governor of New Spain is revoked,effective immediately.

CORTESImpossible!

ENRIQUE GALLEGOFor crimes against the crown. And *several other lawsuits have been *filed against you. *

CORTESWhat crimes?

Enrique Gallego turns to his men and with a gesture, Cortesis put in chains.

He's loud and brashes against the chains while going bycarriage to a temporary prison in the cleaned up, Spanishcenter of Tenochtitlan. Enrique opens the gated prison doorand they stand in front of a cell.

ENRIQUE GALLEGOWe will deliver you to Spain fortrial. You are accused of treasonand murders. Bountiful expeditions *to new territories without tributeto the King. Your prosperous goldand silver mines and plantations *like this one, benefit you alone. *Our Emperor deserves the royal fifth.

123.

CORTESA ship is at Vera Cruz, overflowingwith treasure for the King!

ENRIQUE GALLEGOAnother lie, I am sure. *

CORTESMy defense to these allegations islengthy. But I am now curious aboutthe murder charges against me.

ENRIQUE GALLEGOMany witnesses say you murdered yourwife, Catalina Xuarez. Severaltestimonies match. She was from a *prominent family and is not forgotten. *

CORTESI swear on the Bible, I am innocent. *

ENRIQUE GALLEGOYou are also accused of murdering *appointees of Emperor Carlos to assist *you here by poisoning their meals. *

CORTESAbsurd. *

ENRIQUE GALLEGOWe have witnesses. They say you've *coronated yourself the imagined kingof New Spain.

CORTESRidiculous. I follow the law. Callupon one of my captains like Pedrode Alvarado or Juan Jaramillo.

ENRIQUE GALLEGO(laughs)

Pedro de Alvarado, Governor ofGuatemala, dutifully submits theroyal fifth. His dedication broughtyour neglect to our King's attention.

CORTESJuan lives nearby.

ENRIQUE GALLEGO(snickers)

And provided testimony of your wife'smurder years ago. And after what Ijust saw, I am obliged to add *violation of the royal edict to *protect natives from slavery to your *list of crimes.

124.

Enrique reaches into a bag and presents a scroll, tied withribbon to Cortes. Cortes reads it, furrowing his brow.

ENRIQUE GALLEGO (CONT'D)Signed by the King, this decreerevokes your governorship and demandsyou appear for trial. We leave forSpain the day after tomorrow.

CORTESI have a gift for you.

ENRIQUE GALLEGOFor me? You mean our Emperor?

CORTESFor you. I have only a small tokenwith me but promise more, if yourelease me. I will disappear, neverto return to New Spain.

Cortes reaches into his chest pocket and opens the blackleather coin purse. He holds the two original tiny silvercoins as well as a tiny gold lizard statue.

ENRIQUE GALLEGOThis is the price of your freedom?

CORTESFree me! I will give you more.

Enrique laughs and throws the items on the ground. He shovesCortes back into the prison and locks the door.

Cortes huddles on the floor, grimacing, as he turns his emptycoin purse inside out.

EXT. JARAMILLO ESTATE, LAKE TEXCOCO -- AFTERNOON

TITLE OVER: "Jaramillo Estate, Xilotepec, near Tenochtitlan, *1528"

Marina, baby MARIA and Juan sit on a wooden bench in themidst of their courtyard flower garden with a fountaingurgling water. Baby Maria is about one year old, bald with *light eyes. They are surrounded by a beautiful estate onLake Texcoco. Juan and Marina smile, watching five year old *MARTIN chase butterflies from bush to bush with the greyhoundrunning by his side. Martín has brown hair and skin.

Marina carries Maria in her arms while walking out of thecourtyard with Juan and Martín. The view of the lake andtheir fields of maize and cocoa trees is lovely. *

125.*

MARINAIt is a gift to be free of translatingfor Hernan. I am much happier, herewith you.

She reaches over to hold Juan's hand.

JUAN JARAMILLOYou are my true love. Thank GodHernan allows Martín to finally be *with us, at least for now. You, *Martín and Maria are the greatestjoys in my life.

He kisses Marina on the forehead and tousles Martín's hair.

MARINANow that Hernan is in Spain, I hopehe forgets us. Thanks to the gods, *I am with you.

They smile at each other and cuddle with the baby. Martínruns off into the fields.

DISSOLVE TO:

TITLE OVER: "Millions of Mexico's natives died in the years *following the conquest, primarily due to European diseases. *Even the Tlascalan population was significantly reduced, *despite their honored status as the most loyal ally to the *Spaniards in the defeat of the Aztecs. *

Cuauhtemoc and a few other surviving Mexica nobles were *executed under Cortes' orders a few years after the conquest. *

By some accounts, Cortes died penniless in Spain after *continual legal battles there. His attempts to replicate thesuccess of the conquest of Mexico in other regions failed.

Despite the unprecedented material wealth that flowed into *Spain during the rest of the sixteenth century from the New *World, the country experienced multiple bankruptcies by the *end of the 1600's." *

FADE OUT. *

THE END