Machiavelli

                           by

                     Scott Ankeny &
                    Caelan Huntress

                                            8558 N Tyler Ave
                                            Portland, OR 97203
First draft                                 503-226-0030
2.28.07                                     caelanmac@yahoo.com

FADE IN:

EXT. CATHEDRAL - DAY

Renaissance Florence.  A crowd of wealthy nobles are making
their way across a square and into a huge cathedral.

                         MACHIAVELLI (V.O.)
            For some time now, I have never
            said what I believe nor ever
            believed what I said; and if indeed
            I do sometimes tell the truth, I
            hide it behind so many lies that it
            is hard to find.

A nine-year-old peasant, MACHIAVELLI, and the ten-year-old
noble girl FRANCESCA are in hiding by the entryway of the
church, waiting for the passing people in their best dressed
clothes to notice a basket on a ledge with a bottle of wine
sticking out.  Some people glance at it, but most people
keep their minds on church.  The MEDICI approach, richly
dressed; LORENZO, PIERO, and GIULIANO.

                         MACHIAVELLI
            Wait for it.

Piero, the youngest, holds back to examine the bottle, and
tries to covertly take the bottle and secrete it in his
robes.  As he does so, it pulls over a bucket of filth,
which covers his clothes.

                         PIERO
            Ah!  What in God's name--

Machiavelli and Francesca laugh uproariously, along with
much of the crowd.  The children dash inside the church.

                         MACHIAVELLI (V.O.)
            A story is made of lies and truth
            intertwined, or else it is not a
            very good story.

                         PIERO
            Il Machia, you bastard!  Father,
            I'm sorry, I must go home to change.

                         LORENZO
            Be sure and pray while you are
            there, eh?

The crowd watching Piero disperses; one PASSERBY mutters to
another,

                                                            2.

                         PASSERBY
            Now that the Pope isn't a Medici,
            will he even listen?

The children dash inside amongst the crowd

                         MACHIAVELLI (V.O.)
            My mischief as a boy was the seed
            that blossomed into my nature as a man.

INT. CATHEDRAL - DAY

Machiavelli and Francesca dodge the knees of adults, and
Francesca finds her arm gripped fiercely by her PAZZI UNCLE,
also dressed in purple and green.

                         PAZZI UNCLE
            Today is not the day for pranks!

He kicks at Machiavelli

                         PAZZI UNCLE
            Away with you, dog.

He pulls Francesca away, and the children exchange a longing
glance.

                         MACHIAVELLI
            Foul Pazzi bastard.

Machiavelli climbs the back stairs to the mezzanine and from
there he watches the assembled host take their seats.

                         MACHIAVELLI (V.O.)
            God and I began on very good terms.

INT.  CATHEDRAL MEZZANINE - DAY

Lying amid the pools of colored light from the stained glass
window behind him, Machiavelli is alone, staring into he sky
as the crowd below him settles and the CARDINAL begins to speak.

                         MACHIAVELLI (V.O.)
            Even though I never quite forgave
            the good Lord for birthing me to a
            commoner, I saw a harmony to his
            plan.  At first.

INT. CATHEDRAL - DAY

The Cardinal lifts a wine cup and nods to the Pazzi in the
front row, who rise and remove knives from their tunics.
Pazzi in many pews, all wearing purple and green, take out
their daggers and strike at Lorenzo and Giuliano.

                                                            3.

                         MACHIAVELLI (V.O.)
            But then, His servants showed me
            other faces of the divine.

                         CARDINAL
            In the name of the Father, the Son,
            and the Holy Spirit.

                         LORENZO
            What is this?!?

                         GIULIANO
            No!  Back!

The Pazzi strike.  Francesca screams. The Pazzi Uncle looks
up from his bloody work.

                         PAZZI UNCLE
            The tyranny of the Medici is at an end!

Machiavelli leaps on him from above just as the crowd breaks
out into a roar.  Everywhere, angry Italians are subduing
the Pazzi; after they are subdued, they are savagely
attacked.  In the confusion, Machiavelli is able to help
Lorenzo to his feet.  His is savagely wounded, but alive.

                         MACHIAVELLI
            Come!  With me!

Lorenzo moans as he is dragged by the boy Machiavelli
through the angry crowd.  As they reach the great doors of
the Cathedral, they are thrown open by fleeing women.  Seen
through the door is Piero Medici, in new clothes, walking
towards them with a face of shock.

EXT. CATHEDRAL - DAY

Machiavelli shoves Lorenzo to his son Piero.

                         MACHIAVELLI
            Get him out of here!  Now!

Turning to hold back anyone who may be chasing Lorenzo, he
sees Francesca sprinting towards him.  He catches her arm
and they spin about each other.

                         MACHIAVELLI
            Francesca, I think you should--

He turns to see the crowd has thrown ropes over the rafters
and are hanging the Pazzi in the church itself.  One of the
angry MOB MEN turns and frowns at them.

                                                            4.

                         MACHIAVELLI (CONT'D)
            --run!

Machiavelli grabs Francesca's hand and they sprint across
the square.  Other women are fleeing around them, and other
Pazzi as well; soon a crowd begins to emerge from the church,
large, loud, and angry.

INT. LEONARDO'S WORKSHOP - DAY

Machiavelli and Francesca enter a cavernous building with
drapes over large and strangely shaped furniture, metal
contraptions, a corner full of paintings, and a desk
scattered with notebooks, books and papers.

                         MACHIAVELLI
            Quick!  Switch clothes with me!

Machiavelli tears off his clothes.

                         FRANCESCA
            What if they see?

                         MACHIAVELLI
            If they see you, they'll kill you.
            We have to hide you, now!

A MOB MAN enters, running through the workshop, knocking
things over, and stops when he sees them.

                         MOB MAN
            Here now, a little young for a roll
            in the hay, aren't you?

                         MACHIAVELLI
            No.  We were just--

                         MOB MAN
            Little Pazzi whore.  Were you going
            to cream his cake?

                         MACHIAVELLI
            She was, but you can have her first.

The Mob Man assesses him with a raised eyebrow, adjusts his
codpiece, and moves forward to Francesca, who is holding her
disheveled clothes to her body and looking at Machiavelli
with a fearful, betrayed look.  Her expression turns to
surprise when she dodges out of the way; Machiavelli swings
a huge metal rod at the Mob Man's head.

He stumbles forward and impales himself on a spike.

                                                            5.

                         MACHIAVELLI
            No!  Oh, dear lord....

He pulls the Mob Man off of the spike, slicing his own hand
open as he does so.  The man slides off the spike and
crumples, knocking over a lantern, which consumes the drapes
covering a skeleton model of an immense tank-like machine.
Other MOB MEN enter, shouting, and are held back by the smoke.

                         MOB MEN
            Death to the Pazzi!

                         MOB MEN
            Let's watch them burn!

Machiavelli tries to leave out the back, but finds there are
no doors.  The only exit is through the fire and into the
mob.  Machiavelli wraps a rag around his bleeding hand and
looks to Francesca.

                         MACHIAVELLI
            Ready?

                         FRANCESCA
            No!

He grabs her hand and runs to the flames, but slips in a
foam that is suddenly discharging everywhere.  It douses the
flames, and the crowd stops yelling to see LEONARDO with a
tank strapped to his back, a hose emitting foam in one hand,
and an Arquebus (a primitive musket) in the other.

                         MOB MEN
            Let us have that Pazzi bitch!

Without moving, Leonardo fires, striking the Mob Man in the
gut with a ball of lead that does not break the skin.  The
Mob Man catches it in his hand and doubles over.

                         LEONARDO
            Out.  Now.  Or the same for the
            rest of you.

The mob leaves, and Leonardo drops his instruments and tears
the cloth off of a huge spherical construct.  he releases
straps holding it in place.

                         LEONARDO
            They'll be looking for you, girl.
            You had best disappear.

EXT. CATHEDRAL - DAY

Corpses of Pazzi hang all over the square.

                                                            6.

                         MOB MAN
            That bloody wizard in there has one
            of the Pazzi brood!

                         MOB MAN
            Not for long, he doesn't.  Death to
            the Pazzi!

                         MOB MAN
            Death to the Pazzi!

The Mob Men storm the Workshop, but before they can get to
the door it bursts open, with the spherical construct
rolling quickly towards them.  They dodge out of the way and
then follow it.

                         MOB MAN
            Death to the Pazzi!

Quietly, Leonardo, Francesca, and Machiavelli peek their
heads out of Leonardo's Workshop.  Leonardo ushers them out,
and hands a ring to Machiavelli.

                         LEONARDO
            Give this to the matron at the
            House of Ripened Flowers, and tell
            her to take this girl in as an orphan.

                         FRANCESCA
            I'm not an orphan!

                         MACHIAVELLI
            You are now.

They run through the shadows in the streets, and Francesca
nearly falls when she sees the swinging corpses of her family.

EXT. FLORENCE STREETS - DAY

Machiavelli and Francesca run through the streets.

                         FRANCESCA
            Why are they doing this?

                         MACHIAVELLI
            Why did your uncles try to kill the
            Medici?

                         FRANCESCA
            You mean the two fat men in the front?

                                                            7.

                         MACHIAVELLI
            Yes, the men who rule the city.  Il
            Magnifico escaped, and he'll see
            all of the Pazzi hung, if the mob
            doesn't get you all first.

                         FRANCESCA
            They're all dead!

She stops, sobbing.  Machiavelli hauls her to her feet and
slaps her.

                         MACHIAVELLI
            And you're not!  Now do you want to
            die with them, or do you want to
            live and run?

                         FRANCESCA
            Machia, you--you killed a man back
            there.

Machiavelli begins to cry, but holds it back, flexing his
cut hand.

                         MACHIAVELLI
            I've butchered pigs before, too.  A
            mindless beast is just bones and meat.

He pulls her along and they run.

                         MACHIAVELLI
            Just bones and meat.

                         MACHIAVELLI (V.O.)
            If it had ended there, God and I
            need never have become immortal
            enemies.  But sometimes the
            servants can start a war.

INT. CATHEDRAL - DAY

The huge cathedral is now empty.  Pews are overturned, books
and clothing lay flung about, and Machiavelli enters.  He
follows bloody footsteps to the pool of blood where the
Medici were attacked.  He looks at the blood on his own
hands, and goes to the altar to wipe them off on a cloth
there.  Replacing the cloth, now sullied, he looks around
ashamedly.  Hearing footsteps, he darts into the confession
booth.

INT. CONFESSION BOOTH - DARK

Machiavelli hides, listening at the door for when the
footsteps will leave.

                                                            8.

But the door next to him opens and closes, and he freezes as
the sliding partition opens.  Dim light comes in.

                         CARDINAL
                   (wearily)
            What sins have you to confess this
            day, my son?

Machiavelli pauses; this was no his intention.

                         MACHIAVELLI
            I, uh--I have done something evil.
            A sin.  I--oh, father, I killed a
            man today.

The cardinal sighs.

                         CARDINAL
            The blood shed in the House of the
            Lord this day was unfortunate.  But
            necessary.  You have nothing to
            fear from Almighty God.  By killing
            the Medici, you were doing his work.

                         MACHIAVELLI
            What?

                         CARDINAL
            I am sorry so many of your family
            were killed, but we agreed that
            this was a risk.

                         MACHIAVELLI
            My family?

                         CARDINAL
            Lorenzo has escaped, alive.  And
            Piero was not even here.  You Pazzi
            have earned the banishment you now
            carry.

Machiavelli realizes that the Cardinal thinks he is a Pazzi.

                         MACHIAVELLI
            I did not kill a Medici today, father.

                         CARDINAL
            Was it in the confusion outside
            that you killed?

                         MACHIAVELLI
            Yes, but I--you knew this was going
            to happen today?

                                                            9.

                         CARDINAL
            The Pazzi and the church both stood
            to gain from the expulsion of the
            Medici.

                         MACHIAVELLI
            But--you're a priest!

                         CARDINAL
            And you--are a Pazzi?

                         MACHIAVELLI
            No!

                         CARDINAL
            Who are you?

The cardinal throws his door open.  Machiavelli cowers back
as his own door is thrown open as well.

                         CARDINAL
            Who are you, impish coward?!?

As the Cardinal reaches for him, Machiavelli rushes into him
and they both go sprawling, sliding in the bloody puddles on
the floor.  Machiavelli leaps to his feet and runs.

EXT. CATHEDRAL - DAY

Machiavelli runs, in slow motion, casting fearful glances at
the cathedral behind him.

                         MACHIAVELLI (V.O.)
            It was at this time that I realized
            the Church was not the sanctuary of
            the divine.  The church was its own
            kingdom, just like Florence, and I
            had to live by it rules when I was
            on its soil.  Off of hallowed
            ground, I was back in my own
            country, and I took my exile with
            pleasure.

INT. CATHEDRAL - DAY

Machiavelli, now older, and his friends BIAGIO and ADRIANI
lounge inside the church, bored.  Although his friends are
not listening to the droning priest, Machiavelli occasionally
laughs at some things he says.

                         MACHIAVELLI (V.O.)
            Of course, my exile was punctuated
            by invasions into enemy territory.

                                                           10.

Machiavelli nods at his friends and reaches in his pocket.
They both come alert and do the same.  Machiavelli takes out
a white mouse with the number 1 in black ink on its back.
He lets it down to the floor and sits back to wait.
Biagio's mouse has a 2 on his back, while Adriani's has a 4.

                         BIAGIO
                   (whispering)
            I still think we should have done
            three sixes.  Scare em up a bit.

                         MACHIAVELLI
                   (whispering)
            No, no, this way, they'll be
            looking for number three all night
            long.

Just then, a LADY shrieks in front of them.  Machiavelli
grins.  People begin to stand up and shriek all over.

                         BIAGIO
            This is nothing like the time you
            faked a possession.  I'm surprised
            they still let you come in here.

They get up to leave, laughing, with the crowd.  Priests are
bent over, scurrying after mice we cannot see.

                         MACHIAVELLI
            Do you think I would come in here
            without topping my past records?

He opens his coat and brings out a dead fish.  While
everyone but his two friends are looking elsewhere, he
reaches into the confession booth

INT. CONFESSION BOOTH - DARK

where he slides the fish into a crack between the wall and
the floor

INT. CATHEDRAL - DAY

Biagio and Adriani are having a hard time not breaking into
confused hysterics.  Machiavelli smiles.

                         MACHIAVELLI
            So this one won't pay off for a
            week or two.  But by next month,
            nobody will be confessing their
            sins.  Ah, my boys, we are about to
            be a city of sinners.

                                                           11.

As they leave, someone passes them with an ostrich feather
sticking out of their hat.  Machiavelli steals it almost
offhandedly.

EXT. FLORENCE STREETS - DAY

The three friends are walking through Florence streets,
laughing. Machiavelli stops outside a small shop.

                         MACHIAVELLI
            Wait here, I have to make a delivery.

                         BIAGIO
            The Blossoming Flowers may not wait
            for you, Il Machia.

                         MACHIAVELLI
            Then go pick some flowers for me.
            I'm sure they will grow back before
            I get there.  Wipe them clean, and
            they're as good as new!

Laughing, his friends depart.  Machiavelli enters

INT. BOOKBINDER'S SHOP - DAY

A crowded shop of shelves and ladders.  Machiavelli browses
for a moment before an elderly BOOKBINDER enters, stooped
and squinting.  His Italian (to us, English) is very bad.
When they speak in French, they actually use French, and we
see English subtitles.

                         BOOKBINDER
            Son of Bernardo!  You come to shop
            of mine, well!

                         MACHIAVELLI
                   (FRENCH)
            Please, let's speak in French.
            Your Italian is as bad as your
            Etruscan.

                         BOOKBINDER
                   (FRENCH)
            Etruscan has been a dead language
            for centuries!

                         MACHIAVELLI
                   (FRENCH)
            You see my point.  Here.  My
            father's Index.

Machiavelli hefts a weighty journal onto the counter.  The
Bookbinder greedily flips through it.

                                                           12.

                         BOOKBINDER
                   (FRENCH)
            Your father keeps his word.

                         MACHIAVELLI
                   (FRENCH)
            And he keeps the book.  That was
            the deal, right?

                         BOOKBINDER
                   (FRENCH)
            Any man who would spend nine months
            laboring over Livy to make me such
            a comprehensive index deserves a
            copy of the Discourses, yes.

                         MACHIAVELLI
                   (FRENCH)
            Good.  Then keep your damn
            collectors off of our porch from
            now on, alright?

                         BOOKBINDER
                   (FRENCH)
            As soon as the rest of our debt is
            settled, yes.

                         MACHIAVELLI
                   (FRENCH)
            How much does he owe you now?
            Three florins?

                         BOOKBINDER
                   (FRENCH)
            A debt is a debt!

                         MACHIAVELLI
                   (FRENCH)
            Then clear that debt and pay me
            five more to copy out Lucretius in
            Latin.

The bookbinder eyes him warily.

                         BOOKBINDER
                   (FRENCH)
            You have a steady hand?

                                                           13.

                         MACHIAVELLI
                   (FRENCH)
            And the eye for detail I got from
            my father.  He says I need to
            practice my Latin in order to
            master this foul language we are
            speaking.

The Bookbinder stares at him, thinking.  Finally he slams
the journal shut and points at Machiavelli.

                         BOOKBINDER
                   (FRENCH)
            I will remove one Florin from your
            father's debt, call off my
            collectors for one year, and pay
            you nothing but the copy you make
            of Lucretius.

He turns to find a copy on his shelves.  Machiavelli sees a
coil of rope on the counter and pockets it.

                         BOOKBINDER
                   (FRENCH)
            If you are serious about educating
            yourself, you need to have copies
            of certain books on hand.  You are
            serious, aren't you?

                         MACHIAVELLI
                   (FRENCH)
            Do I look like I want to remain in
            poverty all my life?

The Bookbinder gives a book to Machiavelli, who flips
through it.

                         MACHIAVELLI
                   (FRENCH)
            One florin.  Paid to me.

                         BOOKBINDER
                   (FRENCH)
            For a book that I will not even keep?

                         MACHIAVELLI
                   (FRENCH)
            For the opportunity to have
            conversations in your native
            language.  Nobody else in this city
            will speak this dirty tongue.

The bookbinder laughs and nods.

                                                           14.

                         BOOKBINDER
                   (FRENCH)
            Men like us, commonly born--our
            minds are all the wealth we can
            cultivate.  Money and power are out
            of our grasp.  Unless--you could
            take the cloth, you know.

Machiavelli snaps the book shut.

                         MACHIAVELLI
                   (FRENCH)
            I'd rather have spiritual poverty
            without the hypocrisy, thank you.
            Three months.

He holds up the book, smiles, and leaves out into the rain.

EXT. FLORENCE STREETS - SUNDOWN

Machiavelli exits the store, putting his book into his
doublet.  There is a small crowd assembled, all looking up
into the sky.  Machiavelli walks up to Biagio and Adriani,
looks up as well, and sees nothing.

                         MACHIAVELLI
            Oh, yeah, I see it.

                         BYSTANDER
            Where?

                         MACHIAVELLI
            Right there.

He points, and Biagio points too.

                         ADRIANI
            You must be blind.  You didn't see
            it that time?

                         BYSTANDER
            No, where is it?

                         BIAGIO
            Keep looking.

The three friends leave the crowd staring up into the sky.

                         MACHIAVELLI
            You know, you should think up some
            of your own pranks next time.

                         BIAGIO
            Hey, I learn rom the master.

                                                           15.

                         MACHIAVELLI
            No, you want to see masterful work?
            Here.

Machiavelli stops a passing MAN and gives him one end of the
rope.

                         MACHIAVELLI
            Here, I need to measure something.
            Stand right here for a moment.

Without giving him time to respond, he quickly walks through
the streets, around a corner, until he runs out of rope.  He
sees ANOTHER MAN and stops him.

                         MACHIAVELLI
            Here, I need to measure something.
            Hold this.

He gives him the rope, holds his shoulders to make sure he
is standing still, and then walks off into the crowd.
Biagio and Adriani follow, laughing, to

EXT. MACHIAVELLI HOME - SUNDOWN

                         MACHIAVELLI
            Alright, enough for this night.  Go
            wenching.

                         BIAGIO
            You're not coming with us?

                         MACHIAVELLI
            No, I have Latin to copy.

He takes out the book and looks at it reverentially.  He
holds it up to his friends.

                         MACHIAVELLI
            Lucretius.  First book of my library.

                         ADRIANI
            Why do you bother with books?  I
            thought you said the Good Book was
            the source of all evil in the world.

                         MACHIAVELLI
            And the rest of these books might
            help us cure it.  Good night,
            gentlemen.

He enters his disheveled house as his friends leave, singing.

                                                           16.

INT. MACHIAVELLI HOME - NIGHT

Machiavelli enters the shabby, dim house and sees BERNARDO
staring intently at a chess board.  Machiavelli sits
opposite him.

                         BERNARDO
            Play this out with me.

They play a few moves.

                         MACHIAVELLI
            I resign.

                         BERNARDO
            You can't resign!  I need to play
            out this gambit.

Machiavelli rearranges the pieces.

                         MACHIAVELLI
            Then play it out in a game.  I
            don't fancy starting from an
            inferior position.

                         BERNARDO
            No matter how difficult you begin,
            it is always possible to overcome.

                         MACHIAVELLI
            Even odds are much better.

They play chess.  Leonardo enters.

                         BERNARDO
            Leonardo.  I didn't expect you
            until this evening.

                         LEONARDO
            It is evening, Signor.  Do you mind
            if I play as well?

                         BERNARDO
            This is a two person game.  You can
            play after I trap my son between my
            bishops.

                         MACHIAVELLI
            Ah, cruel!  Trapping me and using
            the holy men to do it, no less!  No,
            father--

Machiavelli takes his father's bishop

                                                           17.

                         MACHIAVELLI
            The pope will not get me this day.

                         LEONARDO
            How does the saying go?  "Two dance
            well, but three leaves one
            watching."  Well, I have an answer
            to that.  Are you terribly attached
            to the outcome of this game?

                         MACHIAVELLI
            No, I was only a few moves from
            checkmate anyway.

                         BERNARDO
            My hairy ass, you were.  I'm up
            three pieces!

Machiavelli holds up a bishop.

                         MACHIAVELLI
            Two.  We'll call it a draw.  I want
            to see this three man game.

                         BERNARDO
            A draw.  How does this work?

                         LEONARDO
            Do you have an extra set?

Bernardo takes out another set of chess pieces.  Leonardo
takes all of the pieces off the board, turns it over, and on
its wooden back rapidly sketches a perfect hexagon, which he
divides into a 6x6x6 grid of hexagons.

                         LEONARDO
            This is a game not just of victory,
            but also of defeat.

He distributes the pieces rapidly; every player has a king,
a queen, two knights, and two rooks in the back line.  Six
pawns make up the front line.

                         MACHIAVELLI
            I love it already!  No bishops.

Leonardo begins demonstrating some moves.

                                                           18.

                         LEONARDO
            You don't need them.  Since all the
            pieces move diagonally, the rooks
            are essentially bishops.  Actually,
            since they cannot use the same set
            of squares, we should probably use
            the bishops--

                         MACHIAVELLI
            No, no, the rooks are fine.  I
            prefer them.

Machiavelli tosses the extra bishops and pawns into a nearby
bucket, one by one, as Leonardo continues explaining the rules.

                         LEONARDO
            The moves of the rooks and the
            queen are essentially the same,
            except the queen can also move as a
            knight, two over and one up. Pawns
            take and move diagonally, so they
            become much more aggressive in this
            game.  And the king can never leave
            the back row.

                         BERNARDO
            With three players, how do we know
            when it is our turn to move?

                         LEONARDO
            I will go first, and then the
            player to my left, and then your
            left, and so on in a circle.

He moves a pawn and invites Bernardo to move.  Machiavelli
moves next.

                         MACHIAVELLI
            I see a problem.

                         LEONARDO
            I know, but with two knights you
            should be able to feasibly reach
            every hexagon in ninety seven moves.

                         MACHIAVELLI
            No, genius.  All our pieces are
            mismatched.  How do I tell my
            pieces from yours after the first
            exchange?

Leonardo stares at the board and then laughs.

                                                           19.

                         LEONARDO
            It didn't even occur to me.  I was
            going to keep track of the moves in
            my head, but you are right, it
            would be easier to tell with a
            glance whose pieces are whose.
            Could I trouble you for some string?

Bernardo lazily reaches over to a burlap sack and pulls a
long strand off of it.  Leonardo hands it to Machiavelli.

                         LEONARDO
            Cut this into half-handspan lengths.

As Machiavelli cuts the string with his penknife, Leonardo
rearranges the pieces so Machiavelli has all black, Bernardo
has all white, and Leonardo's are mismatched.  He takes the
strings and ties a knot around the head of each one as
Bernardo says,

                         BERNARDO
            I see a problem as well.  How can I
            focus on getting you in checkmate
            if I have my cunning bastard of a
            son at my back all the time?

Leonardo flashes him a smile as his quick fingers work.

                         LEONARDO
            That is the strategy of the game.
            We could take out one player, and
            then another, but then in the end
            you have two men playing regular
            chess on an odd board.  This game
            does not have one winner and two
            losers, it has one loser.

Finished with his knots, he moves a piece.  Bernardo follows.

                         MACHIAVELLI
            We do not play to win; we play to
            defeat.

                         LEONARDO
            You only need to defeat one of us
            to win.  One of us will win with
            you, and one will lose.

MONTAGE - CHESS PIECES MOVING

They play.  MONTAGE of the pieces moving, the men laughing,
occasionally arguing, and brooding over the board.  Hours
later, the candles are burnt low, and Machiavelli is visibly
frustrated.

                                                           20.

INT. MACHIAVELLI HOME - NIGHT

                         MACHIAVELLI
            I am trapped.  I resign.

                         LEONARDO
            No!  Don't resign, I want to play
            out the checkmate.

                         MACHIAVELLI
            Fine.

He curtly moves his pieces while Leonardo and Bernardo
gleefully move theirs.

                         MACHIAVELLI
            My mistake was in trying to take on
            both of you.

                         BERNARDO
            Good observation.  I realized that
            the key to success in this game was
            not winning exchanges with your
            opponents; it was in letting your
            opponents fight it out.

                         LEONARDO
            That was a vicious exchange we had
            in the midgame.

                         MACHIAVELLI
            And you just sat it out!  You
            watched us tear each other to bits,
            and--

                         BERNARDO
            --and I came out better than either
            of you.  Welcome to Florentine
            politics.

                         LEONARDO
            Cowardly politics, some say of Il
            Magnifico.

                         BERNARDO
            Lorenzo has ruled this city well.
            He has kept Florence out of many a
            war, and we are richer now than any
            country in all of Italy.

                         MACHIAVELLI
            Because we sat back and watched
            everyone else fight it out, is that it?

                                                           21.

                         BERNARDO
            It worked on the board, Niccolo.
            It works in real life, too.

                         LEONARDO
            Come on, move your piece.  We'll
            have you in checkmate in two moves.

Machiavelli narrows his eyes as he looks at his father.
Then his eyes widen and he leaps up.

                         MACHIAVELLI
            Father!  My god, it's a bat!
            Behind you!

Bernardo leaps up, overturning the table and the board,
horribly frightened.  Machiavelli doubles over in laughter.

                         BERNARDO
            There's no rat.

                         MACHIAVELLI
            But you knocked over your king!
            You resigned, we win.  Machiavelli's
            Gambit.

                         LEONARDO
            That's not funny.

                         MACHIAVELLI
            Of course it is.  You just have no
            sense of humor.

EXT. FLORENCE STREETS - DAY

The day is unusually dim.  Lightning strikes the Cathedral.
PEOPLE on the streets look up in fear.

INT. BARN - DAY

A STABLE BOY watches in horror as a three legged calf is born.

EXT. LEONARDO'S WORKSHOP - DAY

Leonardo looks through a lens at the sky, suspicious.  An
eclipse is just ending.

INT. TOWER ROOM - SUNDOWN

Lorenzo is now dying, sweating in bed, and his son Piero
enters with Machiavelli in tow.

                                                           22.

                         LORENZO
            Just bones and meat, that's all I
            am, in the end.  No different than
            my dinner.

                         PIERO
            Maybe if you would eat some of your
            dinner, father--

                         LORENZO
            I have eaten enough of a rich man's
            food for this life.  I have
            accumulated a rich man's debts, as
            well.  Do you know what to do with
            this bankrupt city that I leave to
            you, Piero?

Piero grabs his father's hand.

                         PIERO
            I will make it wealthy again,
            Father.  As rich as it ever was.
            And I will not sow the discord that
            you have.

                         LORENZO
            Discord?  I have brought harmony to
            Florence!

                         PIERO
            Father, I know you have secretly
            been helping our enemies all these
            years.  You aid Naples to invade
            Milan, you paid Milan to ravage
            Venice, and you have-

                         LORENZO
            Kept Florence safe all these years!
            Who do you think has kept the other
            four powers of Italy from growing
            too powerful?  I have.  Naples
            would swallow us whole, or the Pope
            would declare himself Holy Emperor,
            if I did not keep them all at one
            another's throats!  The Medici do
            what is necessary, not what is right.

                         PIERO
            Your means are unacceptable, no
            matter what your ends.

                                                           23.

                         LORENZO
            Grow a little older, my son.
            You'll rue the day you said that.
            You, Niccolo.  You saved me in the
            church all those years ago.

                         MACHIAVELLI
            I had that honor, Signor Medici.

                         LORENZO
            And so I put you at the side of my
            son as reward.  Or as punishment,
            maybe?

He coughs viciously.  Machiavelli and Piero eye each other;
it is apparent they do not like each other.

                         MACHIAVELLI
            To serve great men has been the
            highest calling I could dream of,
            Il Magnifico.

                         LORENZO
            Not so magnificent now, am I?  You.
            Do me a favor.  You watch this
            young prick, make sure he doesn't
            ruin this city for everyone.

                         PIERO
            Thanks, father.

                         LORENZO
            I mean it.  Now that he will not
            have me to smack him when he is
            stupid, you must do it for me.

                         MACHIAVELLI
            As you command.

Piero frowns at Machiavelli's grin as SAVONAROLA enters.
Lorenzo groans in pain.

                         LORENZO
            I survived that attack of daggers
            in the Cathedral years ago, only to
            die at the hands of my own bowels?
            Injustice.

                         SAVONAROLA
            Justice, Il Magnifico, is left for
            the pious.

                                                           24.

                         LORENZO
            Friar Savonarola.  Come to rail
            against my impiety at my weakest
            hour, have you?

                         SAVONAROLA
            I do not wish to preach to you,
            Lorenzo.  Your sins will be
            forgiven anon.  I only come to
            offer the means to forgiveness.

                         LORENZO
            It will take a miracle for me to
            believe that.

Savonarola considers this.

                         LORENZO
            You know, it's appropriate it's you
            here, Savonarola, sending me on my
            way.  How many sermons did you give
            against me?

                         SAVONAROLA
            Only thirty two, directly.

                         LORENZO
            How many indirectly?

                         SAVONAROLA
            All the rest, I suppose.

Savonarola picks up a goblet and motions for a pitcher of
water, and Machiavelli brings it closer.  The friar slips
something into a goblet as he takes it.  Machiavelli notices
but says nothing.

                         SAVONAROLA
            You have been an example to us all,
            Lorenzo de Medici.  You have shown
            us the perils of avarice, that we
            may know firsthand what risks come
            of it.  I thank you for that.

                         LORENZO
            You thank me for my opulence?  Damn
            courteous of you, considering how
            much you hated me all my life.

Savonarola pours water from the pitcher; it is clear in the
sunlight.

                                                           25.

                         SAVONAROLA
            You have been useful.  Were it not
            for you, I would not have an
            example to show the people of what
            not to do.

                         LORENZO
            Useful to your ranting?  I suppose
            I won't go to my grave utterly
            discontent, then.  At least Piero
            will finish the work I have started
            in Florence.  Now get out.

Lorenzo takes a sip of the water and spits it out.
Disbelievingly, he looks at it on the floor.  It is red, the
color of wine.

                         SAVONAROLA
            I believe you asked for a miracle.
            Will you now repent?

Lorenzo, frightened, nods.  Savonarola brushes his hands
together, and Machiavelli notes the BREAD CRUMBS that fall
off of them and smiles.  Savonarola takes out a vial, puts
oil on his index finger, and draws a cross on Lorenzo's head.

                         SAVONAROLA
            Through this holy anointing, may
            the Lord in his love and mercy help
            you with the grace of the holy spirit.

EXT. STAIRCASE - SUNDOWN

Machiavelli is waiting outside the door.  Savonarola exits;
Piero is seen within, weeping at the side of his dead father.
Savonarola smiles and makes to descend the stairs alone, but
Machiavelli joins him.

                         MACHIAVELLI
            It was the bread crumbs, wasn't it?

Savonarola raises an eyebrow at him, but says nothing.

                         MACHIAVELLI
            I've heard it said that if you soak
            bread in wine, crumble it and let
            it bake in the sun, that when they
            are put into water it turns it to
            wine.  Why did you want a miracle
            in there?

                                                           26.

                         SAVONAROLA
            Because Lorenzo required one in
            order to be saved.  The Blood and
            the Body of Christ together brought
            about his contrition.

                         MACHIAVELLI
            And your lies.

Savonarola stops and frowns at him.

                         SAVONAROLA
            I did not lie to him--

                         MACHIAVELLI
            But you deceived him.  Even though
            God stands for truth.

                         SAVONAROLA
            God stands for power, peasant.  You
            would do well not to insult your
            betters.

Savonarola descends alone.  Machiavelli frowns for a moment,
and then walks back to the top of the tower.

INT. MACHIAVELLI HOME, NIGHT

Bernardo is reading by candlelight. Machiavelli enters his
small home.

                         MACHIAVELLI
            Savonarola was present at the death
            of Il Magnifico.  He gave him his
            last rites.

                         BERNARDO
            Odd turn of events.  Savonarola,
            the self complained prophet.  And
            Il Magnifico is dead?

                         MACHIAVELLI
            Exactly.  If we can convince the
            populace that he was responsible
            for the death of the city's leader,
            then we can unite them in a common
            cause.  We can raise a Republic in
            the manner of our Roman forefathers,
            and free ourselves from tyranny.

                         BERNARDO
            Tyranny...has its advantages, my
            son.  No.  Savonarola is too useful
            for the moment.

                                                           27.

                         MACHIAVELLI
            But father--

                         BERNARDO
            He is useful, Niccolo.  One does
            not sweep all pieces from the board
            that do not function the way that
            we prefer.  Savonarola is a fanatic,
            and there are those who believe his
            prophecies.  Why silence these
            prophecies, when we can get them to
            work for us?

                         MACHIAVELLI
            He is too holy.  We cannot convince
            him to speak false prophecies.

                         BERNARDO
            We do not need to.  We must only
            spread his word for him.

                         MACHIAVELLI
            Speak in his name?  Publicly?

                         BERNARDO
            In the taverns.  Over cups of ale.
            "I heard Savonarola say that
            Florence would one day raise up
            arms against the Pope and unify Italy!"

                         MACHIAVELLI
            What if he refutes these lies?

                         BERNARDO
            What can he do?  Retract rumors of
            his gift of prophecy in public?
            Soon everything he says will be
            suspect.  No, if it is not damaging
            to him, he will let it be.  Go
            spread some lies, my son.

INT. TAVERN, NIGHT

Machiavelli plays at cards with BIAGIO and ADRIANI

                         MACHIAVELLI
            And then the whore says, "Not with
            my virtue in my bustle, I won't!"

Everyone laughs.  Machiavelli throws down his cards: the
Tower and the Devil.  Their laughs turn to groans.

                         BIAGIO
            You had two trumps this whole time?

                                                           28.

                         ADRIANI
            We should know his bluff by now.

                         MACHIAVELLI
            The day you know my bluff is the
            day I'm thrown off of one, and into
            the deep blue sea.

                         BIAGIO
            I can hear a lie when any stranger
            speaks it, but I cant ever tell
            when you lie.

                         MACHIAVELLI
            Of course not.  It's because I
            never tell the truth.

                         ADRIANI
            That's a bloody lie!

                         MACHIAVELLI
            Of course!  I wonder if Savonarola
            has this same gift, with his
            preaching in public and wenching in
            private.

                         ADRIANI
            I've never met a man less likely to
            take a wench than the furry prophet.

                         BIAGIO
            Ah, ah, there has never been a man
            more likely.  He who is closest to
            the ear of God can get many a sin
            repented.

                         MACHIAVELLI
            But, Adriani's right.  If a man
            like Savonarola could cleanse his
            soul of any sin, he wouldn't spread
            prophecies against the Pope.

                         BIAGIO
            I wouldn't have taken you for a
            Papal man.

                         MACHIAVELLI
            I'm not; not until he invades
            northwest, anyway.  Or until we
            invade southeast, as Savonarola has
            seen.

                                                           29.

                         MACHIAVELLI (V.O.)
            Savonarola grew in power, despite
            my best efforts.

EXT. FLORENCE STREETS - DAY

Weepers, the followers of Savonarola, are sobbing as they
listen to him preach.

                         MACHIAVELLI (V.O.)
            Although Piero now ruled Florence,
            it was Savonarola who told them how
            to feel.  This made for some
            interesting power struggles in the
            Great Council.

INT. FLORENCE PALACE HALLWAYS - DAY

Machiavelli enters behind Piero into the palace.  The Great
Council is convened, and men everywhere are arguing.  There
is no order to the mayhem; Piero enters and rolls his eyes.

                         PIERO
            I expect I am expected to put in an
            appearance.

                         MACHIAVELLI
            An astute observation, as ever, sir.

                         PIERO
            None were astuter than the son of
            Lorenzo, they shall sing in the
            ballads.

                         MACHIAVELLI
                   (muttering)
            "Astuter?"

INT. GREAT COUNCIL - DAY

They march down the aisles to the central area around which
all the balconies and seats focus.  Piero marches grandly
into the center and strikes a pose, waiting.  Machiavelli
stands to the side, beside the friar Savonarola.  Slowly the
noise subsides, as everyone watches Piero.

                         PIERO
            A letter has arrived.

Silence.  Piero withdraws a letter from his doublet.

                                                           30.

                         PIERO
            It seems the King of Naples has
            offered me the hand of his daughter
            in exchange for our assistance
            against France.

                         SODERINI
            France has an army at our gates,
            not in Naples!

                         SAVONAROLA
            We should let him pass by.  If King
            Charles wants a war with Naples,
            let him have it!

General acclamation by the crowd.  Piero holds up a hand;
when they do not fall silent, he stamps his foot.

                         PIERO
            And what are we to say of the honor
            of Florence?  That we meekly
            cowered when an enemy approached?

                         SODERINI
            He's not our enemy!

                         PIERO
            Not yet.

                         GUICCARDINI
            We have no troops, Piero.  We
            cannot fight King Charles!

                         PIERO
            We will follow the time honored
            tradition of Florentine warfare: we
            will hire the best mercenary
            captain, and he will stop Charles
            at our gates.

                         SAVONAROLA
            While our crops burn?  While our
            peasants are scattered and slaughtered?

                         PIERO
            While our honor is defended.  I
            have made my decision.  It is final.

                         SAVONAROLA
            The people of our city will not
            abide by your final decision,
            Signor Medici.

                                                           31.

                         PIERO
            Who writes the laws in this city!
            It is I, son of Lorenzo, and my
            word is law!

Piero sweeps out of the center with a flourish; dark mutters
grow in volume.  As he passes Machiavelli he tells him
offhandedly,

                         PIERO
            Record the rest of the proceedings.
            I will review your notes in the
            morning.

                         MACHIAVELLI
            Signor.

Soderini takes the center stage and addresses the crowd.

                         SODERINI
            Hear men, Great Council of Florence!

The men begin to quiet.

                         SODERINI
            Assembled in this room, we have the
            finest minds of the finest city in
            all of Italy.  We are capable of
            finding a solution to our quandary.

                         SAVONAROLA
            But we are incapable of implementing
            it!  Piero holds all the power in
            Florence, and we are nothing more
            than a toothless advisory council.

                         GUICCARDINI
            Any law we pass means nothing, if
            Piero chooses to ignore it.

                         SODERINI
            Very well.  We must decide on a
            course of action that Piero cannot
            ignore.  I move that we select ten
            of our number to craft a strategy
            to respond to the threat of King
            Charles.  I nominate myself.

                         GUICCARDINI
            I nominate Savonarola!  We must
            have a man of God on the council.

                                                           32.

                         SAVONAROLA
            And I nominate you, Guiccardini,
            since we must have the opposite, as
            well.

General laughter.  Machiavelli slinks away, frowning, to think.

INT. FLORENCE PALACE HALLWAYS - DAY

As he walks through the empty hallway outside, he can hear
men voting inside.

                         MACHIAVELLI (V.O.)
            My position was low, but my
            capability was not.  Taking notes
            on those who were capable of
            changing the world was useful
            instruction.  It was time to make
            my play.

Finally men begin spilling our into the corridors, and
Machiavelli fights the crowd to re-enter.

INT. GREAT COUNCIL - DAY

Ten men, including Soderini, Savonarola, and Guiccardini are
arranging themselves around a large table.  Machiavelli
joins them.

                         SODERINI
            You were not elected to this
            committee, Niccolo.

                         MACHIAVELLI
            Yet I was charged by the Master of
            Florence to observe what happened
            this night.  I will not interfere;
            only my ears are at this tale.  I
            left my tongue elsewhere.

                         GUICCARDINI
            In the House of Blooming Flowers,
            I'd wager.

Men laugh, with the noticeable exception of Savonarola.

                         MACHIAVELLI
            My lord Guiccardini, it is better
            to leave something in that
            reputable inn, rather than take
            away something unsavory.  Didn't
            anyone tell you the risks of being
            entertained by Kasha?

                                                           33.

                         SAVONAROLA
            The sinful habits of sinful men
            should not be present at council.

                         SODERINI
            Agreed.  To business.  How long
            before King Charles is at our gates?

                         GUICCARDINI
            No more than three days.  Piero
            seems dead set on siding with Naples.

                         SODERINI
            Piero is dead set on becoming a king.

                         SAVONAROLA
            With Naples and Florence both under
            his power, he may well be what we
            need to unite Italy.

                         GUICCARDINI
            Why would we want to unite Italy?

                         SODERINI
            To keep France and Spain from using
            this as their battleground!  We
            fight enough among ourselves,
            Venice with Milan, Naples against
            the Pope; now we have wars with
            other powers as well.  If Italy is
            to survive as anything but a series
            of fifes of other kings, we need a
            king of our own.

                         SAVONAROLA
            Piero is willing.

                         SODERINI
            Piero is wrong for the job.  Now, I
            do not speak treason here.  Not yet.
            Piero Medici has every right to the
            rule of Florence that his father
            bequeathed to him on his deathbed.
            But he does not have the courage or
            the character to unite Italy.  Not
            with this pope.

                         SAVONAROLA
            "This pope" is the source of our
            problems.  If Florence shared a
            border with Naples, we could join
            forces easily.  But the Papal
            States lie between us.

                                                           34.

                         SODERINI
            And the Papal States side with
            France.  Now, if we do not let
            Charles by, we will have the French
            army on one border, and the Pope on
            the other.  What will Naples have?
            A border with the Pope that he may
            cross, or he may not.  The King of
            Naples is secure on his end of the
            peninsula, and he wants Florence to
            fight his war for him in exchange
            for the hand of one daughter.  The
            Medici may be such horrible
            bargainers that they would take
            such an awful deal.  But I do not
            intend to let Florence be sacked so
            Piero can grasp for a crown he will
            never wear.

                         SAVONAROLA
            Our options, then, are...treasonous.

                         SODERINI
            No.  I will have no talk of treason.
            We must sway Piero's decision.

He looks directly at Machiavelli.

                         SODERINI
            You will aid us in this.

Machiavelli looks coolly around the table.

                         SODERINI
            You are too clever by half, Niccolo.
            You sit at this table for a reason.
            I invite you to speak.

                         MACHIAVELLI
            I will accept your charge, on these
            terms.  You must rein in the rest
            of the Council and prevent any
            overthrow of Piero.  If he is
            ousted by his own people, the
            Medici will hire mercenaries to
            subdue Florence in blood.

                         SODERINI
            My thoughts exactly.

                                                           35.

                         MACHIAVELLI
            Next, you must trust me completely.
            This means up to, and including,
            the day that King Charles marches
            to our walls.

                         SAVONAROLA
            There must be some way to stop him
            from coming so close.

                         MACHIAVELLI
            There is, but if you want my hand
            in this act, you will do this my
            way.  Is that understood?

                         GUICCARDINI
            Absolutely not.  I refuse to halt
            all of our stratagems so that this
            boy can take control of the entire
            council!

                         MACHIAVELLI
            Piero Medici has control of the
            entire great council.  If you want
            me to remove the threat of a French
            army pillaging your very homes,
            than you must entrust me with the
            same power temporarily.

                         SAVONAROLA
            He is not even asking for our
            actions, only our complicity.

                         GUICCARDINI
            Our lack of actions, you mean.  We
            would be hobbled for the next three
            days.

                         MACHIAVELLI
            Of course you wouldn't.  Argue
            about this in the Great Council,
            same as always, so that it seems
            nothing is wrong.  Only let your
            arguments come to naught.

                         SODERINI
            That is not so different from what
            we do, anyway.  If you can sway
            Piero's decision, then so be it.

                         MACHIAVELLI
            One final condition.  Hire the
            mercenary army.

                                                           36.

                         SAVONAROLA
            An outrageous expense!

                         GUICCARDINI
            All soldiers are.  We do not want
            to fight, Niccolo.  We want to
            avoid a war.

                         MACHIAVELLI
            Then it is good that you trust me
            to do this.

EXT. PLAINS OF FLORENCE - DAY

King Charles' army marches across the plain to the City of
Florence.  His army is large, banners snap in the wind, and
the soldiers are well drilled, ready to fight.

EXT. WALLS OF FLORENCE - DAY

Machiavelli and Piero look over the approaching army.  Piero
fidgets.  Soldiers, unshaven and surly, wander about.

                         MACHIAVELLI
            Will you lead the charge yourself,
            my lord?

Piero looks at him disbelievingly.

                         PIERO
            Dear God, no.  We pay men to do that.

Biagio runs up the stairs, breathless.

                         BIAGIO
            A message from the King!

Machiavelli takes a scroll and unrolls it as Piero looks
back over the plain.

                         PIERO
            I didn't see a messenger arrive....

                         MACHIAVELLI
            French armies always send their
            messages before dawn.  Why did you
            wait so long to deliver this?

He beats Biagio, who gives convincing cries.  Machiavelli
stops, examines the blank scroll, and looks up to Piero.

                         MACHIAVELLI
            The King requests a parley.

                                                           37.

                         PIERO
            He does?  Well, I suppose it shan't
            hurt.  See to the arrangements.

He airily turns away.  Machiavelli and Biagio descend the
stairs.

EXT. FLORENCE STREETS - DAY

Machiavelli takes a sealed scroll out of his doublet and
gives it to Biagio.

                         MACHIAVELLI
            Think you're up to riding a horse
            straight at that army?

                         BIAGIO
            I'd be safer out there than in
            these walls.

They dodge a SOLDIER who pukes in the gutter. Two others
SOLDIERS laugh.

                         SOLDIER
            Told him he shouldn't quaff a whole
            skin before the battle.

                         SOLDIER 2
            It's the only way he could keep
            from shitting his pants--to get it
            out the other end!

They laugh as Machiavelli and Biagio walk away.

                         MACHIAVELLI
            I don't think these mercenaries
            could guard a locked broom closet.

                         BIAGIO
            They're the best we could get at
            three days notice.

They arrive at the gate.  Biagio mounts a horse.

                         MACHIAVELLI
            Pitiful.  Well, if that message
            works, we won't have any need for
            battle.

                         BIAGIO
            Why, what's it say?

                         MACHIAVELLI
            It is requesting a parley.

                                                           38.

They exchange mischievous smiles.

EXT. PLAINS OF FLORENCE - DAY

King Charles is walking with three men on either side of him,
3 soldiers, 2 courtiers, GASTON and ARNAUD (or maybe
Borgia?), and a priest.  Their army is far behind.  Coming
from Florence are Piero, Machiavelli, Soderini, Savonarola,
and three armed mercenaries.  Their armor is mismatched and
their hair is disheveled; the French soldiers, by contrast,
look impeccable in their gleaming armor.  The men meet in
the middle of the field.

                         PIERO
            Greetings to you, King of France.

                         MACHIAVELLI
                   (French)
            Greetings to you, King of France.

                         KING CHARLES
                   (French)
            And to you, my Lord Medici of Florence.

                         GASTON
            And to you, Lord Medici from Florence.

                         KING CHARLES
                   (French)
            Why have you requested this parley?

                         GASTON
            Why do you wish to have parley?

                         PIERO
            Because you invited us to a parley.

                         MACHIAVELLI
                   (French)
            In order to discuss terms.

Gaston and King Charles confer for a moment in French.

                         KING CHARLES
                   (French)
            What terms do you offer for surrender?

                         GASTON
            What terms do--

                                                           39.

                         MACHIAVELLI
                   (interrupting)
            If I may, Mon Frere?  The King
            would like to know for sure that
            you are of the House of Medici.

                         PIERO
            Of course I am!  What does he take
            me for?

                         MACHIAVELLI
            He just wants to make sure that you
            have the power to negotiate for
            Florence.

                         PIERO
            These men are of the Great Council,
            and they will vouch for my identity.

                         MACHIAVELLI
                   (French)
            Piero says that your army is large,
            well equipped, and we do not wish
            to see Florence burn this day.

                         PIERO
            Any man of honor would know the
            likeness of those he is planning to
            do battle with.  I have studied
            etchings of your French profile for
            days to prepare for this coming battle.

                         MACHIAVELLI
                   (French)
            In order that we may allow you to
            proceed to Naples smoothly, we
            offer up the homes of our nobles to
            house your officers.  Your men may
            camp in the plain with no fear from
            our soldiers.

                         KING CHARLES
                   (French)
            You would expect us to come into
            the arms of our enemies?

                         MACHIAVELLI
            He wants to see the Keys to the City.

                         PIERO
            He what?

                                                           40.

                         MACHIAVELLI
            He's not sure you are an impostor.
            He just wants to verify your identity.

Piero frowns and removes a large ring of keys from his doublet.

                         MACHIAVELLI
                   (French)
            This one opens the gates.

He points to a large key on the ring.

                         MACHIAVELLI
                   (French)
            The others are for various rooms in
            the palace.

He flips through the rings, taking them from Piero's hands.

                         MACHIAVELLI
                   (French)
            We offer you these keys in trust
            that you will treat us as friends
            during your journey to meet your
            true enemies.

He holds them out to King Charles, who takes them graciously.

                         PIERO
            What are you doing??!?

As he lunges for the keys, Machiavelli grabs Piero's
shoulders and pushes him back.

                         MACHIAVELLI
            No, what are YOU doing?  You came
            out here with those keys, and you
            are leaving without them.  You had
            best get on with your exile.

Piero starts to draw his sword when Machiavelli grips his
hand and swordbelt together and repeats,

                         MACHIAVELLI
            You are leaving without them.  I
            suggest you follow those keys and
            never return to Florence.  If you
            want a crown in Naples, then go
            there and beg for it.  I will not
            see my people made into pawns to
            die in your ill played game of chess.

Machiavelli pushes Piero back, who looks dumbly at the Italians.

                                                           41.

                         PIERO
            My--my exile?

                         SODERINI
            The mob will hang you for this, Piero.

                         SAVONAROLA
            Truly.  Your only safety lies in
            flight.

He turns horrified eyes on Machiavelli, and then he turns
and runs off the field.  The King puts a hand on
Machiavelli's shoulders and says in broken Italian,

                         KING CHARLES
            You are clever one.

                         MACHIAVELLI
            Thank you, Your Grace.  I should be
            honored to show you through our
            fair city.

                         KING CHARLES
            As friend, yes?

                         MACHIAVELLI
            Keep your soldiers from burning and
            pillaging, and I will be a great
            friend to you.

                         KING CHARLES
            Done.

He turns, and the French entourage follow him back to the
army.  Machiavelli returns to the Italians.

                         SODERINI
            Good play, Niccolo.

                         SAVONAROLA
            Sloppy.  We have an occupying army
            in our walls.

                         MACHIAVELLI
            Better they occupy than they
            slaughter, no?  Oh, I forgot,
            you're a man of God.

They walk back to Florence together, two soldiers trailing
behind.  Soderini motions to one of them to approach.

                                                           42.

                         SODERINI
            Run to the wall.  Inform the
            condottieri there will not battle
            this day.

The soldier jogs off.

                         MACHIAVELLI
            How will we rule ourselves, now
            that PIero is gone?

                         SODERINI
            There are more Medici.

                         SAVONAROLA
            Not for long.  I will preach day
            and night against their extravagance
            if I have to, but the Medici Reign
            in Florence is over.

                         SODERINI
            Would that it were so easy.

                         SAVONAROLA
            The Council can pass a decree of
            exile.  Without Piero to stop it,
            we have all the power of our
            mercenaries to enforce it.  They
            listen to us.

                         SODERINI
            They listened to Piero.  He hired them.

                         MACHIAVELLI
            They listen to who pays them.  They
            haven't been paid yet.

                         SODERINI
            Then, they listen to the council.

                         MACHIAVELLI
            Out with the Medici?

                         SODERINI
            Out with the Medici!

                         SAVONAROLA
            Finally!  And in with the Great
            Council!

                                                           43.

                         MACHIAVELLI
            In with--arguing for three days
            over what conjugation to use in one
            word of a decree.  Have we undone
            ourselves?

                         SODERINI
            I think not.  We have someone else
            to turn to, who can determine the
            proper government for Florence.

Having reached the gates, they turn to watch the French Army
march towards them.

EXT. FLORENCE STREETS - DAY

The Entrance of Charles.  Magnificent.  The soldiers, all in
polished mail and snapping banners, march through the entire
city.  Brigades of archers, spearmen, and mounted knights go
past in tight formation; King Charles walks alone, an
unsheathed sword in his hand.

EXT. FLORENCE PALACE - DAY

The Army reaches the Palace Square, where they array
themselves in formation.  Charles walks through the army and
to the palace steps.  The ten men from the council, plus
Machiavelli, are atop the stairs, and they all kneel as King
Charles ascends.

                         SODERINI
            Never thought I'd see the day I
            would bend the knee to a foreign king.

                         MACHIAVELLI
            Only until we get an Italian one,
            my friend.

King Charles reaches the top, motions for them to rise, and
they all stand.  He then turns to address the crowd with
open arms.

                         KING CHARLES
            We are friends.

King Charles walks over to Savonarola and clasps his hand.

                         KING CHARLES
            Friends in God.

He then ushers the men into the palace.

                                                           44.

INT. GREAT COUNCIL - DAY

King Charles is seated in a throne in the middle of the
Great Council chambers.

                         KING CHARLES
                   (French)
            I appreciate your assistance.  In
            my coming war with Naples, I have a
            long march, with many difficulties
            on my journey. Instead of fighting
            my way through this country, you
            have offered me rest.  When I
            return victorious, I will not
            forget this kindness.

                         SAVONAROLA
                   (French)
            What will you bring us from Naples?

                         KING CHARLES
                   (French)
            I cannot offer you the head of my
            enemy, for I have already promised
            that to my wife.  I believe Piero
            Medici was betrothed to his
            daughter, however; shall I deliver
            her to you as a hostage, or a slave?

                         SODERINI
                   (French)
            A hostage is far more valuable.

                         MACHIAVELLI
                   (French)
            But a slave is more fun.

                         KING CHARLES
            More fun, eh?  I like this man!

                         MACHIAVELLI
                   (French)
            Then allow me to beg a request of
            you.  I would govern Florence after
            you leave.

The others stiffen at this.

                         KING CHARLES
                   (French)
            What is your house?

                                                           45.

                         MACHIAVELLI
                   (French)
            I am Son of Bernardo, of the house
            Machiavelli.

                         KING CHARLES
            A commoner, then, eh?

                         MACHIAVELLI
            I have that pleasure.

                         KING CHARLES
            Pleasure, hah!  You, I like.

                         MACHIAVELLI
                   (French)
            I have advantages because of my low
            birth that nobles atop the mountain
            cannot see.  With my humble
            beginnings on the valley floor, I
            can observe the qualities of
            mountains far away.  Those born
            atop the highest peaks, such as
            yourself, your grace, are unaware
            of the qualities that make a ruler
            great.  You simply are.  However,
            since I can observe many mountains
            from my valley vantage, I can
            implement my observations into
            strong rule.

                         KING CHARLES
                   (French)
            But you are not of noble birth. No.
            Rulers must have royalty in their
            heart.  And if not--then they must
            have God in them. You.  Friar.  You
            are a politician?

                         SAVONAROLA
                   (French)
            I have had the good grace to serve
            my city and my holy father both.

                         KING CHARLES
                   (French)
            And which do you enjoy more?

                         SAVONAROLA
                   (French)
            My--more, I would have to say I
            enjoy my service to the Lord. My
            service to the state consists of
            petty squabbles and bickering.

                                                           46.

                         KING CHARLES
                   (French)
            In France, we do not have these
            "bickerings."  I make the laws.  I
            decree, and it is done.  Florence
            needs the same. This Great Council
            of yours--it is folly.  One man.
            You. You shall rule Florence when I
            leave.

INT. SODERINI'S OFFICE - DAY

Soderini holds open the door.  Machiavelli enters, furious,
and knocks over a bookstand.  He instantly hesitates.

                         MACHIAVELLI
            I am sorry.  I shouldn't take out
            my ignoble birth on--my god, is
            this Plutarch?

Quickly he picks up the book and looks it over.

                         SODERINI
            Unfortunately, no.  It's just a
            cover of Parallel Lives that I put
            onto a coverless bible.  You should
            not be angry.

                         MACHIAVELLI
            Because I can't change my birth?

                         SODERINI
            Because you are more useful in the
            shadows.  Can you rule a city?  Or
            a kingdom?  No.  If you want a
            scepter in your hand, then take the
            cloth like Savonarola or the Pope.

                         MACHIAVELLI
            No thank you.  Living as a
            hypocrite just to leave open a
            possibility doesn't appeal to me.

                         SODERINI
            Nor should it.  You are not well
            suited to wield a scepter, Niccolo.
            Your gifts are better suited to the
            valley floor.  You said it best
            yourself.  The perspective you have
            is unique in the world of politics.
            Could any of us have banished Piero
            as you did?  No, none of us.  If I
            had done that, then I would have
            every Medici after me for eternity.

                                                           47.

                         MACHIAVELLI
            Whereas I am too lowborn to merit
            revenge?

                         SODERINI
            Exactly.  You have advantages.
            Either play to those advantages, or
            at least don't waste my time by
            whining about them.

                         MACHIAVELLI
            What should I waste my time with, then?

                         SODERINI
            You're going to help me to gain
            what you cannot.

EXT. FLORENCE STREETS - NIGHT

Machiavelli is walking through the streets, reading a book
as he walks (or playing at a game with friends) when the
streets fill rapidly with people.

                         MACHIAVELLI (V.O.)
            King Charles needed the political
            cover that Savonarola afforded him.
            He could not be an anti-christ for
            attacking the Pope if he left
            behind a friar to rule in Florence.
            Once Savonarola gained earthly as
            well as spiritual power, he did
            what all men tend to do: he let it
            go to his head.

Many of them are running with large mirrors, paintings, and
books.  He follows the crowds to a huge bonfire in a main
square, where Savonarola is preaching to WEEPERS.

                         SAVONAROLA
            The mortal form is not sinful alone,
            but it is the vanity we hold up to
            ourselves that is sinful!  Do not
            be deceived by your vanity!  Cast
            it into the fire, before you are
            cast into the flames of hell!

                         WEEPER
            I repent of these vanities!

The Weeper standing next to Machiavelli throws a hand mirror
into the fire, and drops a book.  Machiavelli sees the
cover--"Parallel Lives" by Plutarch.  He reaches for it, but
the Weeper grabs it first and throws it into the flames.

                                                           48.

                         MACHIAVELLI
            No!

The Weeper looks into the flames, grinning.  Machiavelli
tries to get close enough to snatch the book, but the flames
push him back.  He turns and is nearly tackled by an immense
painting.  He dodges, and he sees BOTICELLI, smeared with
paint, hurl the painting into the fire.

                         MACHIAVELLI
            Master Boticelli?  What are you doing?

                         BOTICELLI
            I am saving my soul!  Only the
            flames can save us now!

Disgusted, Machiavelli pushes past him and out of the crowd.

                         SAVONAROLA
            Let the vanities burn!

INT. LEONARDO'S WORKSHOP - NIGHT

Machiavelli storms in.  Leonardo is working on a notebook,
drawing with one hand and writing with the other.

                         MACHIAVELLI
            I'm glad to see you're not burning
            your workshop down too!

                         LEONARDO
            Oh no, the flashpowder experiments
            are all done outside.  I believe
            the last time my workshop was on
            fire, it was because of you.

                         MACHIAVELLI
            Did you know that Boticelli is
            burning his own paintings in the
            Piazza Square?

Leonardo looks up, but both quills keep moving.

                         LEONARDO
            What?  Why?

                         MACHIAVELLI
            Savonarola has convinced the idiots
            that our vanity is the cause of our
            sin, and that representation of the
            human form is a vanity.

Machiavelli stops to look at Leonardo's painting of a young boy.

                                                           49.

                         MACHIAVELLI
            Wherever would they get that idea.

Leonardo sniffs and dips one quill in ink as he works.

                         LEONARDO
            They are burning these paintings
            right now?

                         MACHIAVELLI
            Paintings, mirrors, books--you know,
            I have been looking for a copy of
            Plutarch's Lives for fifteen years
            now, and I just found one being
            thrust into the flames!  Savonarola
            is turning Florence into a city of
            fanatics.  The weepers will make us
            into Venice with canals of tears in
            the streets.

                         LEONARDO
            Let him have his papal fun.  It's
            none of our concern.

Machiavelli snatches Leonardo's notebook.  Leonardo stands.

                         MACHIAVELLI
            Not until they decide that this is
            sinful, too.

Leonardo is twitching, his ideas still coming out through
his fingers.

                         LEONARDO
            Give it to me!

Machiavelli holds the notebook out.  Leonardo snatches it,
takes up his two quills, and finishes his thoughts.  He
shakes his head.

                         LEONARDO
            I am no threat to the Weepers.

                         MACHIAVELLI
            Until Savonarola says you are.

                         LEONARDO
            It is no concern of mine!  The
            council will decide what to do.

                                                           50.

                         MACHIAVELLI
            The council isn't meeting until
            tomorrow night, and by then our
            opportunity to act will be gone.
            Give me some flashpowder.

Leonardo regards him suspiciously, puts down his quills and
closes the book.

                         LEONARDO
            You do not need flashpowder.  You
            need the Ashen Snakes.

EXT. FLORENCE STREETS - NIGHT

Machiavelli walks through the streets to the Bonfire, a
large book tucked under his arm.

                         LEONARDO (V.O.)
            They will light instantaneously,
            but will emit large quantities of
            ash for ninety seconds.

Machiavelli turns a corner, sees the bonfire, and opens the
book.  Inside a rectangular cut out are four green cylinders.
He closes the book and walks briskly forward.

                         LEONARDO (V.O.)
            These ashes will grow into long,
            writhing snakes, that will glow so
            long as they are close to the fire.

                         MACHIAVELLI (V.O.)
            What happens when the snakes stop
            growing?

                         LEONARDO (V.O.)
            A miracle.

Machiavelli throws the book onto the flames.  Nearby Weepers
cheer.

                         SAVONAROLA
            As our vanities burn, so do our
            sins!  God will accept us into
            Heaven only with clean souls!  Let
            our mortal coil have no power over
            our immortal spirits!

The book bursts into flame, and four long, green snakes
erupt from it.  The crowd dashes back in shock, and a foul
green smoke rises from the writhing tentacles.  Weepers
begin screaming.

                                                           51.

                         SAVONAROLA
            You see!  The Devil himself has
            been within these paintings and
            books!  The mirrors we hold to our
            own admiration only hold our damnation!

Weepers begin cheering.  Machiavelli frowns.  He moves
through the crowd.  Suddenly a flash appears from the
steeple of a nearby Cathedral, silencing everyone.  They
look up to the sky, and the glow sustains itself.
Machiavelli lights another Ashen Snake on a torch.  The glow
from the Cathedral fades, revealing Leonardo, perched on a
ledge facing away from the square, holding a bowl around the
side of the steeple.  As the glow from his bowl fades, the
snakes in the Bonfire fade also.

                         WEEPER
            The prophet speaks true!

                         WEEPER 2
            He saves us from our sins!

                         MACHIAVELLI
            Not all the time.

Machiavelli tosses the lit Ashen Snake behind Savonarola,
who is facing the Cathedral.  All eyes are away from them.
Savonarola's expression changes from a beatific smile to
horror.  He leaps back as the snake writhes around him, and
the Weepers begin screaming again.  Savonarola beats the
snake away, but it grows to a long, loopy length, and the
ash settles into a long, benign tube.

INT. TAVERN - NIGHT

Machiavelli leans against a bar with a wench on his arm.

                         MACHIAVELLI
            It just goes to show that the
            entire thing was an evil act.  God
            does not condone Savonarola.

                         PATRON
            No, no, you've got it wrong--the
            devil was in the fire, and that's
            why those infernal snakes--

                         MACHIAVELLI
            Were in there in the first place!
            That fire was evil, and God showed us.

                         PATRON
            Savonarola told us it was them
            vanities that were evil.

                                                           52.

                         MACHIAVELLI
            Did you ever think maybe it was
            Savonarola who was evil?  Why else
            would the snakes sprout from his
            own robes, too?

                         PATRON
            No, no, he--Savonarola is a man of God.

                         MACHIAVELLI
            He was, true.  But it is in the
            devil's interest to sway a greater
            man than you or I.  What say, my
            little devil?  Can you sway a man?

                         WENCH
            I'll sway him if he pays me right.

                         MACHIAVELLI
            And if he doesn't, you'll sway him
            back again!

They leave the bar, laughing.  Machiavelli approaches
another table and falls into a chair, interrupting conversation.

                         MACHIAVELLI
            It's like I told Savonarola: you
            should be open about your sins in
            public.  It's like confessing, eh?

He sweeps the wench down into his lap, and she laughs.

                         PATRON 2
            Savonarola weren't supposed to have
            no sins.

                         PATRON 3
            He said we burned them all up in
            the fire!

                         MACHIAVELLI
            I guess the good lord gave them
            back again, didn't he?

He pushes himself to a stand.  The wench loses her balance,
but Machiavelli deftly catches her and pirouettes her over
to another group of patrons.

                         PATRON 4
            I can't believe I burned my
            grandmommy's mirror.  It's been in
            our family for ages!

Machiavelli whispers in his ear as he passes.

                                                           53.

                         MACHIAVELLI
            I guess you could say the devil
            made you do it, eh?

Patron 4 watches Machiavelli go over his shoulder.

                         WENCH
            Are we done yet, love?  Can I take
            you upstairs and earn my keep?

                         MACHIAVELLI
            Anon, anon.  Florence needs a bit
            more coaxing yet.

Machiavelli takes the Wench over to another group of patrons
and begins talking.  As the Wench turns, we see the scar on
her shoulder from the fire in Leonardo's workshop.  She is
Francesca.

INT. MACHIAVELLI HOME - NIGHT

Bernardo and Machiavelli play at chess.  Bernardo's wine
glass is full; Machiavelli drains his own and refills it.

                         BERNARDO
            It was a good move, I'll grant you,
            but you do not have the authority
            to act on your own initiative.

He moves a chess piece, and Machiavelli points at it.

                         MACHIAVELLI
            Now, father, you cannot attack my
            rook line until I have opened my
            bishops into play.

Machiavelli smiles and moves a piece of his own.

                         MACHIAVELLI
            You do not wait when an opportunity
            presents itself.  It was the right
            move, and I was in the position to
            do it.

                         BERNARDO
            The pieces on the board do not move
            themselves.  We must have one man
            playing all of the moves.  One man,
            one king.

                                                           54.

                         MACHIAVELLI
            For Italy.  But for the game of
            Florence?  Must the Great Council
            deliberate every move for six hours
            before it can be taken?  You would
            never win at chess that way, if I
            am allowed to make six moves while
            you consider and reconsider.

Machiavelli makes six moves, taking three of his father's
pieces.

                         MACHIAVELLI
            Checkmate.

                         BERNARDO
            That is against the rules.

                         MACHIAVELLI
            After that bonfire in the streets,
            would Savonarola wait patiently for
            us to respond just because it's our
            turn?  No.  He showed himself
            completely out of our control, so I
            removed his power.

                         BERNARDO
            Savonarola still rules in Florence.

                         MACHIAVELLI
            I don't give a damn who signs the
            laws.  He has lost his power.  If
            you take away a man's base, you
            take away his power.  Can he pass
            any controversial law right now?
            No.  And probably not again until
            he is thrown out of office.  You
            should be thanking me.

                         BERNARDO
            On the contrary, you should be
            thanking me.  The Ten wanted you
            killed for your prank.

                         MACHIAVELLI
            I gave them the city on a platter!
            Savonarola was the only roadblock
            to bringing back the Republic--

                         BERNARDO
            Which is the only reason you are
            still alive.  Bravo, son.  A risky
            play, but it paid off.

                                                           55.

                         MACHIAVELLI
            Is any great deed accomplished
            without risk?

INT. TORTURE CHAMBER - NIGHT

Savonarola is being tortured on the rack.  Machiavelli has
snuck his way in, and he watches Savonarola, teeth gritted
against the scream he refuses to give to the INQUISITOR.

                         INQUISITOR
            Cry out, confess.  It is your soul
            struggling against the pain.  If
            you would just confess, the pain
            will case.  Your sinning soul is
            what keeps you in agony.

Machiavelli moves close with a bucket of water

                         MACHIAVELLI
                   (whispering)
            The Devil didn't send those snakes.
            I did.

He grins a malicious grin at him and leaves.  Savonarola
begins to weep.

                         SODERINI
            Alright, alright.  I begin my
            confession with my impure thoughts....

INT. TAVERN - NIGHT

Machiavelli lies in the bed of the wench Francesca.  She
sits at a small table looking at a spread of Tarot cards.

Francesca turns over another card from a Tarot deck and
examines the spread.  Niccolo watches her idly.

                         FRANCESCA
            You have greatness in your future,
            but you will not attain it.  The
            Princess of Disks, here, she tells
            me that you will...be the midwife.
            Of another man's greatness.

                         MACHIAVELLI
            Not entirely disheartening.  Any
            reward for helping a great man?

                         FRANCESCA
            No.

                                                           56.

                         MACHIAVELLI
            Nothing?  I work for free, is that it?

                         FRANCESCA
            Your financial state never changes
            very much. your reward will be--

she picks up the Aeon

                         FRANCESCA
            of an eternal nature.

she tosses the card onto the spread.

                         FRANCESCA
            But you will not see it in this
            life.  You will live out this
            life--warm, and cozy, in my bed.

He gins and kisses her on the neck.  She giggles as he
throws her onto the bed.

                         MACHIAVELLI
            Can you see the future of these
            great men?

                         FRANCESCA
            It gives me something to look at.
            I read cards on the Pope sometimes,
            or the King of France, or the
            Medici.  I saw Lorenzo die the day
            it happened.  Lightning struck the
            Cathedral that night. I could do a
            reading on Savonarola's future, if
            you like.

As Machiavelli gets on his knees he looks out the window.

                         MACHIAVELLI
            Don't bother.  I can see it now.

EXT. FLORENCE STREETS - NIGHT

We see Machiavelli through the window of the tavern.  Pull
back to see the same square where the Bonfire happened; on
the very spot, Savonarola is being tied to a stake.  His
body shows the marks of torture.  The fire beneath him is
lit.  In the distance, Machiavelli leans down to kiss
Francesca, out of our sight.

INT. SODERINI'S OFFICE - DAY

Soderini paces while Machiavelli lounges back in a chair,
rotating medicine balls in his hands.

                                                           57.

                         SODERINI
            Why did you take such  mighty risk?
            If you had failed, the Inquisitors
            would have burned you in
            Savonarola's stead.

                         MACHIAVELLI
            Death is a proper thing to fear.
            But I feared for my country more.

                         SODERINI
            You did a good turn to Florence,
            and I find myself in power because
            of you.  But I have seen you undo
            the last two leaders of the city--
            for all I know you had a hand in Il
            Magnifico's early death as well.  I
            must wonder when your cunning
            schemes will be operating behind my
            own back.

                         MACHIAVELLI
            So long as you work for the good of
            Florence, you have no need to fear me.

                         SODERINI
            And what is the good of Florence?
            Who determines what is best?

                         MACHIAVELLI
            The man in power.

                         SODERINI
            Piero was in power.  Savonarola too.

                         MACHIAVELLI
            But they began to act for their own
            ends, and not for the good of Florence.

                         SODERINI
            I see.  Then should a leader
            sacrifice his own welfare, for the
            good of the state?  Make himself a
            pauper, so the hungry may eat in
            his stead?  Sleep in the streets so
            the beggars and vagrants can crowd
            into his palace?

                                                           58.

                         MACHIAVELLI
            Of course not.  But when a ruler
            begins to do harm to his country in
            order to benefit personally, then
            he is no true prince.  He is an
            opportunist, and should be removed.
            Savonarola, he wanted to make
            Florence a base for his holy war
            with the pope.  Piero, he wanted to
            make us a bargaining chip, to trade
            all of our heads for one lady's hand.

                         SODERINI
            And if I should want to make some
            move to my own advantage?  Then am
            I an opportunist?

                         MACHIAVELLI
            So long as your personal ambition
            does not bring down the wealth or
            security of Florence, grow as rich
            and fat as the Pope.  I will not
            interfere.

                         SODERINI
            You have been writing on the
            characters of rulers.  I see your
            handbills circulated in the streets.

                         MACHIAVELLI
            I have that hobby.

                         SODERINI
            And what will you write of me?

                         MACHIAVELLI
            What your actions merit you.

                         SODERINI
            Do you trust me, Machiavelli?

                         MACHIAVELLI
            No.

                         SODERINI
            Good.  You should never trust those
            who have power over you.  I do not
            trust you, either.

                         MACHIAVELLI
            What power do I have over you?

                                                           59.

                         SODERINI
            None, that I can see.  But you have
            undone the men that ruled Florence
            before me, and I do not care to be
            undone involuntarily.

                         MACHIAVELLI
            So long as you act in the interests
            of Florence, you have nothing to
            fear from me.

                         SODERINI
            I would like to be sure of this.  I
            am appointing you Secretary to the
            Ten for Peace and Liberty.

                         MACHIAVELLI
            Secretary--Signor Soderini!  You
            said that you do not trust me, and
            you want me to act as your right hand?

                         SODERINI
            If I cannot have you as my friend,
            then I will at least keep you close.
            And your abilities are considerable.
            I find myself in need of a man of
            your talents.  Come.

EXT. FLORENCE STREETS - NIGHT

Machiavelli is passing out handbills to passerby.

                         MACHIAVELLI (V.O.)
            Soderini charged me with giving the
            people of Florence certain--ideas.
            I proved myself effective.

A bystander takes a handbill and looks at it.  It says
"Rumors of gold hidden in the gully tract east of the city!"

EXT. PLAINS OF FLORENCE - DAY

Hundreds of men are digging.  Machiavelli directs them.

                         MACHIAVELLI (V.O.)
            I helped to lay the groundwork for
            the first aqueduct in Florence, and
            at the cheapest possible price.

Machiavelli tosses a gold nugget into the ground.  A DIGGER
finds it.

                         DIGGER
            Gold!  I've found me some gold!

                                                           60.

The other DIGGERS redouble their efforts.  Machiavelli smiles.

INT. GREAT COUNCIL - DAY

Soderini sits in the throne in the center of the Great
Council.  The other ten men of the great politicians of
Florence are round him, with Machiavelli at his side.
Soderini rubs his temple.

                         SODERINI
            Why didn't we kill Piero when we
            had the chance to?

                         MACHIAVELLI
            Because we are moral and just.

                         SODERINI
            Oh, that's right.  Bother.

                         GUICCARDINI
            He took the idea from your
            secretary, I am afraid.  It was
            easy enough to give away Florence,
            why should he balk at giving away Pisa?

                         SODERINI
            Because Pisa is our only port!
            Without Pisa, we have no access to
            the sea.  We will be hobbled by
            tariffs on trade.

                         MACHIAVELLI
            You know, an army would be helpful
            right about now.  We could march
            right over there and take Pisa back....

                         GUICCARDINI
            And the general could march right
            back here and take over Florence.
            Absolutely not.

                         MACHIAVELLI
            Without a standing army, Florence
            will never be fully safe!

                         GUICCARDINI
            And with a standing army, the poor
            could revolt.  I prefer the
            peasants to be armed with scythes
            and armored in burlap when they get
            unruly, thank you.

                                                           61.

                         SODERINI
            We must act as we always have: we
            must purchase a brigade of
            mercenaries.  What condottieri are
            available for hire?

                         GUICCARDINI
            I have drawn up a list.  The first
            three will all be wonderful choices,
            I believe.  The rest...well, they
            will serve, so long as they are
            paid well.

                         SODERINI
            An interesting financial decision.
            How much do we pay for Pisa?  If we
            pay too much, for the best
            mercenaries, it will be over
            quickly, but we may have overspent.
            If we pay too little, it may take
            longer, and the monthly pay of
            inferior soldiers may cost more
            than one week of paying centurions.
            What should we do?

                         MACHIAVELLI
            Send the bill to King Charles.  If
            he was given Pisa by Piero, then he
            can give it back to us, or pay us
            for the trouble of taking it back.

                         GUICCARDINI
            Charles just paid for a costly war
            against Naples.

                         SODERINI
            And he took a gift that he knew was
            stolen.  If he had kicked Piero out
            on his ass when he was offered the
            city of Pisa, then we would not
            have this problem.  The solution is
            to get it back, by subterfuge or force.

                         MACHIAVELLI
            My lord knows my preferred methods.

                         SODERINI
            But I cannot entirely trust them.
            Should you fail, and we have no
            army in the field, then every extra
            moment we take to muster a force of
            arms gives the Pisans more time to
            build up their defenses.

                                                           62.

                         MACHIAVELLI
            Then let me go immediately.  Alone.
            Hire the mercenaries, send them to
            Pisa, and when you get word that
            the Florentine Fleur des Lis is
            flying over the Pisan tower,
            disband the mercenaries and send
            them home.  I have only the city's
            pocketbook at heart.

                         SODERINI
            Go this night.  Overthrow Pisa.  If
            you do not succeed by the time
            Vitelli arrives, sneak out of the
            city and sprint back here for your
            whipping.

Machiavelli shakes his butt at Soderini, so confident is he
of success.

INT. LEONARDO'S WORKSHOP - DAY

Machiavelli enters as Leonardo is attaching a wide wooden
propeller to a helicopter.

                         MACHIAVELLI
            I need some ideas.

                         LEONARDO
            I'm a bit in short supply right now.

He drops the huge piece of wood, sending plaster,
paintbrushes, and a statue flying.  Machiavelli comes over
to help.

                         MACHIAVELLI
            A famine of your ideas is still a
            bounty to lesser men.  How do I
            storm a castle singlehanded?

Leonardo and Machiavelli both hoist the propeller back up.

                         LEONARDO
            Which castle?

                         MACHIAVELLI
            Pisa.

                         LEONARDO
            How many troops?

                         MACHIAVELLI
            Just me.

                                                           63.

                         LEONARDO
            Not you, how many do they have?

                         MACHIAVELLI
            No idea.

                         LEONARDO
            Do you need them all alive?

                         MACHIAVELLI
            No.  It wouldn't be a tragedy if
            they were all dead, though.

                         LEONARDO
            The Poison of a Thousand Tears
            would do it.  Drop it in the moat,
            and it will kill everyone in the
            city within the day.

                         MACHIAVELLI
            Do you have any?

They successfully insert the propeller.

                         LEONARDO
            No.  I have the formula, but I
            wouldn't make it.  Here.

Leonardo leads Machiavelli over to a small device with a
gramophone-looking end.  He then takes a candle and tears
off some bits of wax, giving two to Machiavelli.  When
Leonardo stuffs them into his own ears, Machiavelli does the
same.  Leonardo turns a crank and then moves a cylinder so
it connects two parts into a tube, and both men drop as a
shriek penetrates the wax in their ears.  Leonardo quickly
turns it off.

                         LEONARDO
            I call it a Howler.

                         MACHIAVELLI
            What?

                         LEONARDO
            It's a Howler!

They both remove the wax from their ears.

                         LEONARDO
            It's range is up to one mile.
            Nobody can stand it except the deaf
            and, sometimes, the insane.

                                                           64.

                         MACHIAVELLI
            Perfect. I'll return it in a week.

Machiavelli drops a pouch of gold.  Leonardo waves and cocks
his head at an unfinished statue nearby.  He grabs a chisel
and mallet and gets to work.

EXT. PISA - NIGHT

Machiavelli walks up to the Pisan gates.  He is dressed in a
Friar's smock, identical to what Savonarola wore.  He walks
with a hunch in his back and his arms held out, so he looks
larger than he is.

                         GUARD
            Who goes?

                         MACHIAVELLI
            An emissary from the Holy Pope of
            Rome.  I come in friendship against
            the tyranny of Florence.

Slowly, the drawbridge is lowered.

INT. PISA - NIGHT

Machiavelli is led through the hallways.  He is cranking the
Howler beneath his robes.  As they turn a corner, he stuffs
wax into his ears.  Big pieces, molded for his ear.  He
stops and goes into a coughing fit.  The guards stop and
watch him courteously.

                         GUARD
            Are you alright, friar?

                         MACHIAVELLI
                   (gasping)
            Fine, fine, I just--

He spasms into a huge fit of coughing, doubling over to the
ground.  He removes the howler and turns it on.  As the
guards stumble back, he runs.

EXT. PISA - NIGHT

Outside of the gates, Machiavelli watches as the entire city
flees.  Some people even jump off of the walls into the moat.
The crowd mills about in confusion, and suddenly, the sound
stops.

INT. LEONARDO'S WORKSHOP - NIGHT

Machiavelli is pacing as Leonardo paints.

                                                           65.

                         LEONARDO
            What, you didn't think it would go
            on forever, did you?

                         MACHIAVELLI
            I thought it would--go longer than
            it did!  The least you could have
            done would be to give me all of the
            details.  What else do you have?

Leonardo thinks, puts down his brush, and goes to a notebook.
Flipping through pages, he finds one and begins reading.  He
leaves the notebook open and collects ingredients from a
cupboard behind him.

                         LEONARDO
            Light the brazier.

Machiavelli puts some tinder into the brazier on the desk,
which has a small cauldron over it.  He strikes some sparks
into it.  As it catches, he looks to the notebook and sees
alchemical recipes written there.  One of them is titled
"Poison of a Thousand Tears."

Leonardo puts down some jars and ginseng before pointing to
a different recipe.

                         LEONARDO
            This will dissolve iron and steel.
            Use it on the chains that hold the
            gate shut, and their walls will be
            useless.

INT. LEONARDO'S WORKSHOP - MONTAGE

Leonardo adds ingredients to the cauldron, increases the
heat, pours it into flasks.  He tests it on a rusty sword,
which fizzles and disintegrates where it is touched by the
acid.  Machiavelli takes a vial and leaves another pouch of
gold.

EXT. FLORENCE STREETS - NIGHT

Machiavelli rides through the streets on his horse.  He
stops in front of the gates, where a disheveled SOLDIER
stands guard with a surly look on his face.

                         MACHIAVELLI
            You!  Whom do you serve?

                         SOLDIER
            Not you.  Piss off.

                                                           66.

Machiavelli dismounts and marches directly to the soldier,
invading his personal space, yet not attacking.  The soldier
stumbles back, belatedly bringing his spear in front of him.

                         MACHIAVELLI
            Whom do you serve?

                         SOLDIER
            Vitelli, The condottieri.  He was
            hired today.

                         MACHIAVELLI
            Great.

He mounts his horse and rides quickly.

EXT. PISA - NIGHT

Machiavelli rides to the gates of Pisa.  There are soldiers
on the walls.  He takes out the flasks and puts them on the
metal supports, dashing back to avoid the chemical reaction.
Nothing happens.  He tries again, nothing.  Finally he pulls
a lantern up close.

                         MACHIAVELLI
            Bronze.

He leaves, angry.

INT. LEONARDO'S WORKSHOP - NIGHT

Machiavelli paces while Leonardo chisels at a statue.

                         MACHIAVELLI
            The Condottieri has arrived!
            Vitelli marched yesterday, and I
            need to open the gates of Pisa
            before he gets there!

                         LEONARDO
            Why, exactly?  I mean, Vitelli is
            leading an army, after all.  Old
            fashioned approaches are sometimes
            the best.

                         MACHIAVELLI
            Not for mercenaries.  I don't trust
            them.  They don't fight for country
            or god, they fight for pay.  And
            any servant can quit his job when
            it gets too difficult.

                         LEONARDO
            Unless the servants are indentured.

                                                           67.

                         MACHIAVELLI
            Are you suggesting we indenture our
            soldiers?  You know, we have a term
            for that.

                         LEONARDO
            A standing army.  Touche.

                         MACHIAVELLI
            You have the Poison of a Thousand
            Tears.  I have seen its formula in
            your notebooks.

                         LEONARDO
            That doesn't mean I have brewed it.

                         MACHIAVELLI
            Of course it does.  You would never
            research something so painstakingly
            without an experiment.

                         LEONARDO
            By that rationale, I would not rest
            until I had tried it.

                         MACHIAVELLI
            My logic is faulty.  My conclusion
            is not.  You have it.

                         LEONARDO
            I do.

Machiavelli looks around, sees a locked cabinet.

                         MACHIAVELLI
            And you will not give it to me.

                         LEONARDO
            Murder is one thing.  Massacre
            quite another.  Here, try this.

Leonardo puts down his tools, grabs a notebook, and brings
it over to a device.  He puts the notebook atop it, opens it
up to a diagram of the device, and lets Machiavelli read.

                         MACHIAVELLI
            You are sure it will work?

                         LEONARDO
            Of course not.  But it works on paper.

Leonardo turns distractedly, sees a painting, and attacks it
with a brush.

                                                           68.

                         MACHIAVELLI
            How do I turn the-

                         LEONARDO
            Shut it.  Working.

Leonardo paints furiously.  Machiavelli takes the device and
leaves a pouch of gold coins on the table.

EXT. PISA - DAY

Machiavelli plants the device by the walls.  He then uncoils
a string from it and walks up a set of narrow stairs to the
top of the wall and looks at the mercenary army assembled
outside.

                         MACHIAVELLI (V.O.)
            After waiting for them to finish
            pillaging the countryside, finally
            the mercenaries arrived to do the
            job they had been paid for in
            Florence.  And the bastards
            couldn't even do that--with an open
            door.

Machiavelli places the string into a nearby torch and lets
the sting drop next to the device.  He leaps off the walls
into the moat and swims to the other side.  An archer takes
a couple shots at him but misses.

He runs from the city, dripping wet, as the wall explodes,
knocking him to the ground.  he turns and laughs at it,
jumping in victory.  When he turns he sees that the
mercenaries, led by VITELLI, have not budged.

                         MACHIAVELLI
            Come on!

He waves at them to advance, but they only stare.  He runs
over to them.

                         MACHIAVELLI
            Your open door awaits!

                         VITELLI
            What happened up there?

                         MACHIAVELLI
            A little bit of Florentine
            espionage and revenge.  Now put
            those scaling ladders to horizontal
            use and go in there and take that city!

                                                           69.

                         VITELLI
            No way.  We would have to fight on
            ladders, over water.  Some of us
            would fall.

                         MACHIAVELLI
            And some of you will die!  Yes!
            But that happens in warfare!  It's
            what we pay you to do!

                         VITELLI
            You pay us to take the city, right.
            But I say how.

                         MACHIAVELLI
            Is this hole I have blown in the
            wall for you not good enough?

                         VITELLI
            No.  I'll talk to my captains, and
            we'll see.

                         MACHIAVELLI (V.O.)
            They turned to each other and began
            a committee.  While they deliberated
            with the soggy meat beneath their
            helmets, the Pisans went to work.
            They fortified the hole in an hour
            with wagons and stones, and the
            opportunity was lost.

EXT. FLORENCE STREETS - DAY

Vitelli has his head in the gallows.  The guillotine falls
and his head comes off.  Machiavelli walks away in disgust
as Soderini follows.

                         SODERINI
            You're not happy about this?

                         MACHIAVELLI
            I don't give a damn if he's dead, I
            didn't want him in Pisa at all!

                         SODERINI
            He was all we had.  Nobody else was
            available for employment.

                         MACHIAVELLI
            These men should be your warriors,
            Soderini!

Machiavelli gestures at all the Florentines around him.

                                                           70.

                         MACHIAVELLI
            They are your army!

                         SODERINI
            They know nothing of warfare.

                         MACHIAVELLI
            So teach them!  Three years of
            conscription will give us a trained
            army that we can use on missions
            like this.  The costs are much less
            than the Condottieri, and
            Florentines would be more reliable
            than the mercenaries who shudder at
            danger.

                         SODERINI
            They would.  But the Council will
            never agree.  If I were one man,
            and I ruled with one word, we would
            do this.  But I do not.

                         MACHIAVELLI
            Florentine democracy.  Keeping us
            in danger every day.

                         SODERINI
            Democracy has its virtues.  It
            brings many ideas to the table.  I
            never would have thought of this
            myself, but I find it a good one.
            We should ask Charles to foot the
            bill for Vitelli and his cowardly army.

                         MACHIAVELLI
            Since he took Pisa from Piero in
            the first place.

                         SODERINI
            He did.  And then he promised to
            give it back to us, but his general
            sold it to the Pisans.  So Charles
            owes us that money.  Go get it from
            him.

                         MACHIAVELLI
            You want me to go collect money
            from a bankrupt frenchman?

                         SODERINI
            I have no one else to send.  None
            of us will speak that foul language.

                                                           71.

EXT. VILLAGE - DAY

Machiavelli on the way to France.  He rides a donkey into a
small village at a crossroads, and he sees a small crowd
gathered.  In the center of the small square are a dozen
stakes with bonfires just being lit under them.  Tied to the
stakes are men and women in yellow robes with huge yellow
dunce caps on their heads; painted on the dunce caps are
flames and dancing devils.

Machiavelli dismounts and leads his donkey to the end of the
crowd.  When a FARMER looks his way and smiles, Machiavelli
smiles back.

                         MACHIAVELLI
            Good show today?

                         FARMER
            Biggest burning we've had here.
            Biggest I've ever seen!  Thirteen
            to burn, that's the devil's number,
            you know.

                         FARMER 2
            You think this is big?  you should
            see the burnings in Spain.  Saw a
            hundred burn this Easter Sunday
            past.  The smell stuck to the city
            for a week.

                         MACHIAVELLI
            Those are holy men, then?

                         FARMER 2
            Not just any priests.  Them is with
            the Spanish Inquisition.

                         MACHIAVELLI
            An inquisition?  And to what do
            they inquire?

                         FARMER
            What?

                         MACHIAVELLI
            Never mind.

He watches the sinners plead for mercy.  One lone INQUISITOR
stands on the edge of the cleared area, frowning righteously
on the sinners.  He takes a torch and strides forward.

                                                           72.

                         INQUISITOR
            You sinners, you filth, you
            wretches of the human race, you
            have been found guilty of crimes
            most heinous to our Lord and Savior.
            For your egregious actions against
            the Will of God, your souls are now
            to be purified by everlasting fire.
            May God have mercy on your souls.

Calmly, he walks to the pile of wood and kindling below each
stake and lights them, ignoring the pleas and screams of
hysteria from the condemned.  At the last pyre, through the
smoke Machiavelli sees one DAMNED MAN different than the
rest; he is not crying, or screaming, or begging.  He looks
angry.  As the Inquisitor brings the flame close, the Damned
Man spits into the priest's face

                         DAMNED MAN
            You can take my castle, and my
            office, but you can never take my
            faith in God.  He will revisit this
            upon you twenty thousand times.

The Damned Man looks up at Machiavelli and meets his eyes as
the flames are lit.  Although he writhes in pain, he does
not scream.

                         MACHIAVELLI
            What did he do, then?

                         FARMER
            Oh, the usual.  Raped his pigs on
            the altar of the Lord and wiped his
            seed on the Old Testament.

                         FARMER 2
            And, he happened to be the lord in
            the castle just up the way.  Now
            his property is seized by the
            Inquisition.

                         MACHIAVELLI
            Handy, that.

The Inquisitor has backed away out of the flames.  As he
walks backwards to the edge of the crowd, Machiavelli
appears at his side.

                         MACHIAVELLI
            Ducat for your thoughts, holy man.

                                                           73.

The Inquisitor looks at him challengingly at first, and then
he gives him a cursory inspection with his eyes before
looking back to the pyres.

                         INQUISITOR
            As the sinners burn, so does the
            work of the Devil.

                         MACHIAVELLI
            I bet you got him on your mind a
            lot these days.  The devil.  I
            wonder, who do you spend your
            waking hours thinking about more?
            The Lord on High or the Devil down
            below?

                         INQUISITOR
            I put my waking thoughts where they
            are most needed.

                         MACHIAVELLI
            And your sleeping thoughts?  Who do
            you dream of?

                         INQUISITOR
            Who the hell are you?

                         MACHIAVELLI
            See, I would have thought a priest
            would say "Who in God's Name are
            you," but you just proved my point.
            Ta.

With a nod of his hat, Machiavelli is away.  The Inquisitor
turns back to face the flames.

EXT. PARIS STREETS - DAY

Riding through the gates of Paris, Machiavelli avoids
looking at mobs and sinners burning on stakes.  In the
middle of the broad avenue he rides upon is a gutter with
sewage and filth in it.

                         MACHIAVELLI (V.O.)
            I was sent to France to negotiate
            the price of a useless army with a
            foreign king.  But the threat to
            Florence's pocketbook was not as
            important as the threat to
            Florence's soul, a threat not even
            Savonarola could have anticipated.
            He only burned our books and
            paintings.  The Inquisition wanted
            to burn our citizens.

                                                           74.

EXT. FRENCH PALACE - DAY

On his way up the palace steps, Machiavelli passes through
pikes with rotting heads atop them.  Upon reaching the gates,
he is confronted by an aloof FRENCH SOLDIER.

                         MACHIAVELLI
                   (French)
            Good afternoon.  The smells at this
            post must be lovely throughout the day.

He spares a glance for the rotting heads nearby.

                         MACHIAVELLI
                   (French)
            I am Niccolo Machiavelli.  I wish
            to present myself to the King of
            France and barter on behalf of the
            Great Council of Florence.

                         FRENCH SOLDIER
                   (French, bored)
            Only members of the King's noble
            court and his invited guests may
            enter these sacred halls.

Machiavelli smiles and darts a quick hand for the soldier's
crotch.  As he TWISTS, the soldier BLANCHES and looks at him
fearfully.

                         MACHIAVELLI
                   (French)
            I am sure if you will inquire
            within, you will find my invitation.
            Would you like to go find it, or
            stay right where you are?

                         FRENCH SOLDIER
                   (French)
            I'll go inside, thank you.

Machiavelli turns him loose.  The soldier goes inside the
great doors and Machiavelli follows.

INT. FRENCH PALACE - DAY

The inside is an immediate transformation from the dirty,
ugly world outside to a pristine, manicured world within.
All the passing courtiers are powdered and dressed in finery;
Machiavelli is still in stained riding clothes.  He walks
through curiously; others toss him disdainful looks.

                                                           75.

INT. MACHIAVELLI'S ROOMS - DAY

Machiavelli emerges from a bath in a robe, smirking at the
clothes laid out for him.  He starts at the presence of a
servant.

                         MACHIAVELLI
            What are you doing here?

                         SERVANT
            I am here to help you dress.

                         MACHIAVELLI
            I usually dress by myself, thank you.

                         SERVANT
            The latest fashions are sometimes
            confusing.

INT. MACHIAVELLI'S ROOMS - LATER

Machiavelli is garbed in a garish outfit, similar to those
seen on the way in.  His shoes are extremely pointed, so
much so that in order to keep them up, a string has been
tied from their tips to his waist.  Checkers and stripes
alternate with wild colors, and a high, wide collar keeps
him from moving easily.

                         MACHIAVELLI
            If this is some cruel joke of yours,
            I will kill you, you know.

                         SERVANT
            Fashion is often a joke, but one in
            which everyone plays along.

Machiavelli thinks on this.

INT. FRENCH PALACE HALLWAYS - DAY

Machiavelli is walking through the hallways when he passes
BORGIA, a handsome, powerful youth in a set of gilded stocks.

                         MACHIAVELLI
            Is this more of the fashion that I
            do not know about?

                         BORGIA
            This is not fashion.  I am being
            punished.

                         MACHIAVELLI
            What did you do?  Wear a single color?

                                                           76.

                         BORGIA
            I set a trap for my enemies.

                         MACHIAVELLI
            Did they get caught in it?

                         BORGIA
            I threw tubs of boiling water at
            them. And I missed. Unfortunately,
            they happened to be the King's
            nephews, and I did not run fast enough.

                         MACHIAVELLI
            Or far enough.  Nobody could harm
            the King's family and get away with
            it...unless he's the King, I suppose.

                         BORGIA
            "The only free man in the Kingdom..."

                         MACHIAVELLI
            "...was Cyrus the Great."  You've
            been reading Herodotus.

                         BORGIA
            Not lately.  Thucydides has been my
            companion for the last few years.

                         MACHIAVELLI
            Why do you study the Peloponnesian
            Wars?  They ended ages ago.

                         BORGIA
            But their tactics!  Did you know
            that Xerxes cut a channel across a
            peninsula in order to get his navy
            behind his enemy?  It is an island
            to this day.  And the deception
            those Greeks were capable of was
            astounding.  In order to take a
            city, the Spartans would send one man.

                         MACHIAVELLI
            One man?

                         BORGIA
            One man.  It was all they needed.
            You should read your copy of his
            chronicles.

                         MACHIAVELLI
            I--don't have one.

Guards arrive and take Borgia out of the stocks.

                                                           77.

                         GUARD
            Come on, you.  The King wants a word.

                         BORGIA
            Finally.

INT. FRENCH THRONE ROOM - DAY

King Charles sits his throne while his NEPHEWS tell a
dramatic story for the court.  Borgia is escorted in by the
Guards, and Machiavelli follows.  Everyone in the court,
save the King, is dressed in improbable clothing like
Machiavelli's

                         MACHIAVELLI (V.O.)
            The French court was like a circus,
            but nobody knew who was the
            audience.  Every time you turned
            around, you were reminded that you
            were the performer.

                         NEPHEW
            And it was only my daring quickness
            that saved my royal face.

                         KING CHARLES
            A serious jest.  An attack worthy
            of note in the songs of heroes, I
            am sure.  Cesare, come forth.

Borgia approaches, defiant.

                         KING CHARLES
            You have attacked a member of the
            royal family.  I would have you
            killed, if you were not my own ward.

                         BORGIA
            Hostage, you mean.

                         KING CHARLES
            Cesare, my son, you are my guest.
            And so long as you behave yourself
            with decorum, you will be a guest
            of the royal house in comfort.  I
            trust you found the
            stocks...uncomfortable?

                         BORGIA
            It was one of the best afternoons I
            have had since arriving here.  I
            have had no occasion to roll my
            eyes or bite my tongue at the
            prattle of your royal nephews.

                                                           78.

The Nephews strike poses of outrage.  Charles considers this.

                         KING CHARLES
            Then perhaps I should assign you to
            a separate tutor.  What man longs
            for discord in his own house?

                         BORGIA
            A man with little wit who bores of
            entertainment.

                         KING CHARLES
            Enough, Cesare.  Away.

Borgia exits.  Machiavelli moves to the front.

                         MACHIAVELLI
            Your Grace.  I come to present
            myself at the behest of Florence.

                         KING CHARLES
            Ah, our Italian friends to the
            south.  What is your name, stranger?

                         MACHIAVELLI
            I am Niccolo Machiavelli, and I
            speak with the authority of the
            Great Council.

                         KING CHARLES
            Why have you journeyed here, friend?

                         MACHIAVELLI
            To beg the King of France for
            recompense.  Our assault against
            Pisa was unsuccessful.  the council
            believes that the money lost in
            this military effort should be
            reimbursed by your grace, for
            taking what was rightfully not
            yours and allowing it to be sold to
            those who had no right to it.
            Florence demands thirty thousand
            ducats, plus the twenty thousand
            your general sold it for.

Machiavelli bows and holds out a sealed parchment.  The
court ejects into murmurs.  The King looked affronted.

                                                           79.

                         MACHIAVELLI (V.O.)
            It was, apparently, not customary
            in France for people to walk up to
            the king and tell him what he
            should and should not have done,
            much less to demand money that
            everyone knew he did not have.

INT. TORTURE CHAMBER - NIGHT

Machiavelli sits in a row of men in ragged finery, all of
them in chains.

                         MACHIAVELLI (V.O.)
            I was charged with heresy, even
            though my insult was to a ruler of
            land and not heaven.  regardless,
            this was the way of doing things,
            now that the Spanish Inquisition
            had come to town.

An INQUISITOR unlocks the chains of a NOBLE next to
Machiavelli and brings him, screaming, over to a vat of
water.  Two men hold the noble while he is strapped to a
board next to a vat of water.  He is waterboarded for the
rest of the scene.

                         MACHIAVELLI
            What did he do, then?

The OLD MAN next to Machiavelli cackles.

                         OLD MAN
            The king owes him money.

                         MACHIAVELLI
            Why is he being tortured, if the
            King is the one that owes him money?

                         OLD MAN
            Torture him in here to make him
            forget what he's owed.  Clever man,
            that king.

Machiavelli watches the waterboarding thoughtfully.

                         MACHIAVELLI (V.O.)
            I had wondered how the King could
            keep digging himself into debt
            without trading his golden throne
            for a wooden one.  The Inquisition
            was a perfect method for
            neutralizing his enemies.

                                                           80.

Machiavelli's chains are unlocked, and he is taken to the board.

                         MACHIAVELLI (V.O.)
            And for those who would think of
            being his enemies.

INT. CELL - DAY

Machiavelli sits chained to a chair while three Inquisitors
stare at him and take notes.

                         MACHIAVELLI
            I freely confess of all of my sins.
            I have been unfaithful in my
            thoughts, and I am eternally
            grateful to you for allowing me
            back in the arms of the lord again.

Machiavelli breaks down in sobs.

                         MACHIAVELLI (V.O.)
            The only flaw was that everyone had
            the key to their own cell; just
            find out what the Inquisitors
            wanted to hear, and you were free.

INT. STONE HALLWAY - DARK

Machiavelli holds out his hands, and his chains are unlocked.
They throw the chains into the Torture Chamber, where the
same men are being tortured.

                         MACHIAVELLI(V.O.)
            I never understood why others did
            not take this key for themselves.

EXT. HIGHWAY - DAY

Machiavelli rides back to Italy in his filthy court attire.

                         MACHIAVELLI (V.O.)
            While on the journey back to
            Florence I had to brutally ask
            myself for the truth of the matter.
            Must the Inquisition be stopped?
            Or must their techniques be
            incorporated?

Looking off into the trees, he sees a wildcat savage a deer.

                                                           81.

                         MACHIAVELLI (V.O.)
            In the games of power, Princes are
            not afforded with the luxury to be
            just.  Any government that changes
            hands every other year is incapable
            of holding its people in control,
            as we saw with Florence.  A prince
            must hold power first, above all
            else.  He cannot try to be loved at
            the expense of his power.  He must,
            above all, be feared, if he is to
            remain in control.  And no one
            could doubt the fear of the Spanish
            Inquisition.

INT. PALACE HALL - NIGHT

Machiavelli is thrown against the wall.  A soldier holds his
spear across Machiavelli's throat.

                         MACHIAVELLI (V.O.)
            At least my superiors agreed with
            me on that point.

                         GUICCARDINI
            We will not see Florence fall sway
            to that barbaric tyranny!

                         MACHIAVELLI
            I am not suggesting that we allow
            barbarism or tyranny within our
            walls.  I was merely pointing out--

                         GUICCARDINI
            That the Inquisition should be
            invited to torture whatever citizen
            they will!

                         MACHIAVELLI
            No, Signor, whatever citizen WE will.

                         GUICCARDINI
            We should kill you now.

                         MACHIAVELLI
            Why, when the Inquisition could do
            it for you?

This stops the other men in their rage. Soderini gestures,
and the soldier releases Machiavelli.

                                                           82.

                         MACHIAVELLI
            If we mean to control our enemies,
            and root out the perpetual schemes
            of the Medici, then nothing will
            quell the rebellious spirit of our
            citizens faster than the presence
            of the Spanish Inquisition!

                         SODERINI
            You would trade your soul for
            security in power.

                         MACHIAVELLI
            Some would say I already have.

                         SODERINI
            Well, the soul of Florence is not
            yours to trade!

                         MACHIAVELLI
            Why do you assume I have diabolical
            plans for our city?  I must remind
            you I am nothing more than a
            glorified clerk.

                         SODERINI
            Leave us.

The other ten men leave, including the guards.

                         SODERINI
            A secretary you may be in title,
            but we both know your power can
            extend well beyond your office if
            you have the need or the desire.
            Your actions gave me the seat in
            which I sit.  Will you now move me
            aside for another?

                         MACHIAVELLI
            I am not making a power play here,
            Soderini.  All I have done is put
            this offer on the table for
            consideration.

                         SODERINI
            The consideration is over!  Done!
            I will not allow the Inquisition to
            do its dirty work in Florence!

                         MACHIAVELLI
            And if the Pope commands it?  You
            saw what happened when Savonarola
            defied the Pope.

                                                           83.

                         SODERINI
            And when he made you angry.  You
            play a dangerous game here, Niccolo.

                         MACHIAVELLI
            What will it take for me to
            convince you that I suggest this
            for the good of Florence?  Can you
            put aside your prejudices against
            my methods for one moment, and
            consider this dispassionately?  One
            moment.  That's all I ask.

                         SODERINI
            Never.  You are to leave for Forli
            immediately.

                         MACHIAVELLI
            Forli?  What will I be doing there?

                         SODERINI
            What only a man of flexible morals
            can do.  You will go directly to
            Caterina Sforza and inform her that
            she is to offer no resistance to
            the Duke of Urbino.  If she does
            not agree, you will subdue the
            fortress from within and offer it
            to Urbino with our compliments.

                         MACHIAVELLI
            And how am I to subdue the entire
            fortress myself?

                         SODERINI
            Now that you don't have a mercenary
            army to race against, I am sure you
            will find a way.  Plague, riot,
            famine, I don't care.  I don't want
            that Duke to bring his army so
            close to Florence.

                         MACHIAVELLI
            Why would you have me kill a city
            when you are not willing to torture
            a few enemies?

                         SODERINI
            This is not a matter of counting
            the bodies.  A terrible outbreak of
            plague in a foreign city may happen
            once.  A regular torturing and
            burning of Florentine citizens may
            not.  Is that clear?

                                                           84.

                         MACHIAVELLI
            No.  You are willing to slaughter
            strangers, but unwilling to
            endanger you neighbors.

                         SODERINI
            Precisely.  Those who make
            themselves my outspoken enemies
            will die quickly.  Understood?

                         MACHIAVELLI
            Yes.  You know, in a perverse sense,
            you are proving me right.

INT. LEONARDO'S WORKSHOP - NIGHT

Machiavelli picks the locked cabinet and takes the Poison of
a Thousand Tears.  He looks to Leonardo, pounding loudly on
his chisel in the background, and slips out.

INT. TAVERN HALLWAY - NIGHT

Machiavelli waits outside of a doorway, flipping a coin, or
doing some sleight of hand.  Finally the door opens and a
DRUNK MAN stumbles out.

                         MACHIAVELLI
            Finally!

He pushes the man aside and barges into the room.  The drunk
man fumbles with his trousers and leaves.

INT. FRANCESCA'S ROOM - NIGHT

Francesca is lacing up her bodice.  Machiavelli has entered
silently.  She takes a cloth and hikes up her skirt to wipe
away the deposit of her previous visitor.  When Machiavelli
speaks she jumps and screams.

                         MACHIAVELLI
            You know, according to the Pope
            there are a million babies in that
            cloth on their way to Limbo.

                         FRANCESCA
            And one more on his way to hell.

She throws the cloth at his face.  He dodges it, advances,
and kisses her passionately.  She melts momentarily and then
pushes him away.

                         FRANCESCA
            You've got to pay up, first.

                                                           85.

                         MACHIAVELLI
            What?  I thought we had an arrangement!

                         FRANCESCA
            That was before my lady matron gave
            me a bruise for giving away for
            free when I could be working.

                         MACHIAVELLI
            There is nobody downstairs at all!

                         FRANCESCA
            Then where did my last visitor come
            from?

                         MACHIAVELLI
            Look, I have to leave in an hour
            and I'll be gone for a long time.
            I don't want to stand here arguing.

He tries to kiss her, but she dodges.

                         FRANCESCA
            Three ducats.

                         MACHIAVELLI
            I'll give you bloody fifteen for
            back pay!

Francesca smiles at him in wonder, throws him down and
enthusiastically does her job.  He stops her.

                         MACHIAVELLI
            Wait.  I want--the Joy potion.  Do
            you have it?

                         FRANCESCA
            For fifteen ducats, I do.

She scampers to a cabinet and grabs a small bottle.  She
watches as Machiavelli quaffs it--or, he seems to.  We see
that he has deftly made it look like he drank it, and he
puts the unopened bottle into a pocket.  As he mimics the
effects of coming under a drug's effects, Francesca gets to
work.

INT. FRANCESCA'S ROOM, LATER - NIGHT

Things are quiet, they lay amidst the sheets.

                         FRANCESCA
            Where will you go?

                                                           86.

                         MACHIAVELLI
            Forli.  I don't think they want me
            to come back.

                         FRANCESCA
            Why?

                         MACHIAVELLI
            Because I am not a man of virtue.
            My advice is how to retain their
            power, not how to lose it through
            useless nobility.

                         FRANCESCA
            Nobility's not useless.

                         MACHIAVELLI
            It is when you're a noble.

                         FRANCESCA
            It's a good thing you're not then.
            My noble Niccolo.  You saved my life.

                         MACHIAVELLI
            Not an action of virtue, I can
            assure you.  Even at that tender
            age I only wanted to get in your
            knickers.

                         FRANCESCA
            Do something for me.  Save me some
            of the Joy potion.  For when you
            get back.

Se gets out of bed, half naked.

                         FRANCESCA
            I would have given it to you, you know.

                         MACHIAVELLI
            You don't have any fears about my
            fidelity?

She uses the same cloth to wipe herself off with.

                         FRANCESCA
            No more than you have about mine.

INT. FORLI - NIGHT

Machiavelli enters a huge and filthy throne room.  He looks
with distaste at his surroundings as he walks forward.

                                                           87.

                         MACHIAVELLI (V.O.)
            Forli was unlucky enough to be in a
            geographically strategic location.
            Although the fortress was nearly
            impenetrable, guile and
            assassination had been used at
            least a dozen times against the
            Sforzas.  Caterina had seen her
            husband butchered before her very
            eyes, and every lover she took
            tried to kill her.  This was not
            without repercussions.

At the head of the throne room is a table set for tea--
months ago. Fruit rots in bowls, a monkey gnaws on the back
of a chair, and an empty outfit of men's clothes is draped
over another chair.  Seated at the head of the table, with a
decanter of brandy in one hand, is Caterina, disheveled and
drunk.  Machiavelli bows courteously.

                         CATERINA
            You can't be the latest one, can you?

                         MACHIAVELLI
            I'm not sure what you mean.

                         CATERINA
            They usually come taller.  Bigger
            in the shoulder.  You can't have my
            fortune!

                         MACHIAVELLI
            My lady Sforza, I have not come
            here for your fortune.  I have come
            here from Florence to talk about
            the impending invasion.

                         CATERINA
            Florence?  Hah!  You pricks can't
            invade me.  You don't have an army,
            and you don't have the ducats to
            hire one.

                         MACHIAVELLI
            Don't I know it.  This puts us in a
            peculiar position.  We do not wish
            to engage in warfare at the present
            time.  Since we share a border with
            you, we would wish you to avoid
            battle as well.

                         CATERINA
            You're not here to declare war on me?

                                                           88.

                         MACHIAVELLI
            No.

                         CATERINA
            Or to try to marry me for my throne?
            Cunning bastards, they're everywhere!

                         MACHIAVELLI
            My lady, I regret the recent
            tragedies in your life.  I can only
            assure you that I--

                         CATERINA
            Before my eyes!  They killed him
            before my very eyes.

She begins to weep.  Machiavelli pulls up a chair and sits.
He is about to speak, but Cateria's SONS enter hesitantly.

                         CATERINA'S SON
            Mother?  Can we--

                         CATERINA
            No!  Back to your nursery!  They
            are always in danger, my babies.
            My heirs.

She weeps again.

                         MACHIAVELLI
            Another man is coming.

She looks up to him in fear.

                         MACHIAVELLI
            He is creating a new country.
            Romagna, it is called.  And while
            you share a border with Florence,
            you also share a border with
            Romagna as well.  He is looking
            this way.

                         CATERINA
            Does he want to marry me?

                         MACHIAVELLI
            No, he wants to invade your lands
            and destroy your castle.  There is
            a way to avoid this.

                         CATERINA
            How?

                                                           89.

                         MACHIAVELLI
            Allow him in peacefully.  Join Romagna.

                         CATERINA
            What do you get out of this?  You
            and...Florence.

                         MACHIAVELLI
            If he does not need to bring his
            army here to take Forli, his
            soldiers will not look westward for
            further plunder.  As you said, we
            have no army.  We do not want a war
            any more than you do.

                         CATERINA
            Oh, I want a war.  I just don't
            want to die.  But if I will not
            take one brother, I will take the
            other.

Machiavelli takes a moment to work this out as she stands
and yawns.

                         MACHIAVELLI
            Homer, yes?  If you will not take
            death, then you will embrace his
            brother sleep?

Machiavelli stands as well, moving the table cloth.

                         CATERINA
            Don't move anything, or I'll have
            you killed.

She sweeps away  Machiavelli follows.

INT. FORLI HALLWAY - NIGHT

Caterina goes to a large door at the end of the hall, stops
and turns to look at Machiavelli.  She's still drunk.

                         CATERINA
            I did not give you leave to follow
            me here.

                         MACHIAVELLI
            You did not.  But I have questions
            for you.  Why does nothing move in
            that room?

                         CATERINA
            So I can remember.  The day he died.

                                                           90.

                         MACHIAVELLI
            Sometimes, it helps to forget.  If
            only for a moment.

                         CATERINA
            It does.

She kicks open the door behind her and leads Machiavelli in
by his sleeve.

INT. CATERINA'S BEDROOM - NIGHT

The bedroom looks more like a dungeon.  There is a butcher's
block in one corner with blades and meat atop it.  The four
poster bed has leather straps and ropes attached to it.  A
strange cage hangs from the ceiling.  Caterina goes behind a
screen and disrobes.

                         CATERINA
            What are you here to forget,
            Florentine?

Machiavelli looks out the window at the moat below.  He
takes out the vial of poison and looks down.  He could spike
it from here.

                         MACHIAVELLI
            You know, I don't remember.

                         CATERINA
            Then you have succeeded!  I commend
            you.  You know, this whole invading
            army is only a bother.

                         MACHIAVELLI
            Really?

                         CATERINA
            If Florence had any money, I would
            demand that you purchase an army to
            protect your lonesome neighbor.  It
            is much better that I am on your
            border than that expansive Borgia.

Machiavelli nearly opens the bottle and throws it down, but
having heard what she said, he pauses.

                         MACHIAVELLI
            Cesare Borgia?  He is the Duke of
            Urbino?

                         CATERINA
            He is now.  Three months a duke,
            three weeks the King of Romagna.

                                                           91.

                         MACHIAVELLI (V.O.)
            Borgia had been busy.  I saw him in
            the French court just months before,
            and already he was conquering
            himself a kingdom.

Machiavelli pockets the poison.  Just then Caterina emerges
in a nun's habit.  Machiavelli laughs.

                         MACHIAVELLI
            Oh, my dear Caterina.  You are my
            dream come true.

                         CATERINA
            And why is that, pious brother?

                         MACHIAVELLI
            Because I have wanted to butt fuck
            a nun since I was a boy.

She kneels in front of him.

                         CATERINA
            Please.  Let us first pray together.

She goes down on him while he smiles.  He is struck with an
idea.  From another pocket he takes out the vial Francesca
gave him, the Joy potion.  He pulls Caterina away.

                         MACHIAVELLI
            My lady, I am in your home.  It is
            only proper that I service you.
            Please.

He coaxes her onto the bed.  She longingly runs her fingers
along a blade nearby as she lays down.  Then she grins
wickedly as she hikes up the skirt of her habit.  Machiavelli
goes down on her.

                         CATERINA
            Our father, who art in heaven.
            Hallowed be thy name.  Thy--kingdom,
            thy kingdom come, oh my....

Machiavelli opens the bottle, one handed, and pours some
potion into his palm.  He then rubs her vagina with it,
smiling at her.

                         CATERINA
            We must sin this night, that we may
            repent on the morrow.

                         MACHIAVELLI
            Then let us sin well.

                                                           92.

He rubs the potion onto his first two fingers and sticks
them in her mouth.  She sucks on them.

The drug is taking effect.  Caterina begins to enter a
trancelike state, with occasional convulsions and shudders
that come and go briefly. Machiavelli pulls back from her
and she continues the shuddering.  He pours the rest of the
potion into his mouth, and then he mounts on top of her and
kisses her forcefully.  Some of the potion drools out from
their mouths, but we see that most of it is swallowed.

We see colors shift, and movement blurred, as a hazy sex
scene plays out before us.  Things are happening to Caterina
that have never happened before; Machiavelli guides her
through the ecstatic ride with ease.

INT. CATERINA'S BEDROOM - NIGHT

Later, they lie in tangled sheets and the scratchy habit.
Caterina seems woozy.

                         CATERINA
            I don't even have enough strength
            to kill you.

                         MACHIAVELLI
            Why, is that what you usually do?
            To your lovers?

                         CATERINA
            Every time.  It keeps them from
            trying to marry me, or take my
            throne--or both.

                         MACHIAVELLI
            I don't want your throne, Caterina.
            And I definitely don't want to
            marry you.

                         CATERINA
            Then I don't want to kill you.  I
            want to make love to you again.

She gets on top of him, still in a hazy trance.

                         CATERINA
            What do you want of me, Machiavelli?

                         MACHIAVELLI
            I want you to fight.  Defend your
            walls against Borgia.  He wants to
            marry you, you know.

                                                           93.

                         CATERINA
            Borgia wants to marry me?

                         MACHIAVELLI
            Yes. To take your throne, and your
            fortune.  You won't let him do that,
            will you?

                         CATERINA
            No, no, no...stay with me, gentle
            friend.

                         MACHIAVELLI
            Stay with you?

                         CATERINA
            Only for a while.

                         MACHIAVELLI (V.O.)
            So I stayed.

EXT. WALLS OF FORLI - DAY

They walk together along the walls, looking out to the
horizon.  She laughs for no reason, and then stops.

                         MACHIAVELLI (V.O.)
            Caterina was howling crazy, but she
            amused me.  She had become
            unacceptable as a neighbor to
            Florence.  Insane princes are
            unpredictable, and I preferred that
            Borgia come in and invade, wiping
            her clean off the face of the earth,
            rather than have her rule the
            western arm of his kingdom.  With
            her on the border of Florence, I
            would always fear for my country.

INT. CATERINA'S BEDROOM - DAY

Caterina and Machiavelli in bed in the morning

                         MACHIAVELLI (V.O.)
            Her lust was insatiable; after
            years of equating sex with death,
            she had forgotten how playful it
            could be.  She even managed to
            teach me a few new tricks in the
            bedroom. And on the chessboard.

                                                           94.

INT. FORLI MAIN HALL - DAY

They are playing chess, until she begins moving the pieces
however she likes, and he gives up, laughing.

                         MACHIAVELLI (V.O.)
            And about power.  She had abolished
            taxes when she was younger, but
            when she came under debts she taxed
            reasonably.  The people hated her
            for it.

INT. FORLI - DAY

Caterina is walking from the church when a cabbage is thrown
at her.  She howls in rage and succumbs to laughter.
Machiavelli watches her strangeness.

EXT. FORLI WALLS - DAY

A large body of troops approaches.  Machiavelli and Caterina
watch the approaching army. It is large and in tight formation.

                         CATERINA
            Are you sure he wants to marry me?

                         MACHIAVELLI
            No,  I only know that he wants your
            throne.

                         CATERINA
            He shall never have it while I breathe!

                         MACHIAVELLI
            Yes, I know.

EXT. FORLI TOWN - DAY

The army draws up outside of Forli, meeting no resistance.
The entire town surrenders.  As the troops draw up around
the citadel, Borgia dismounts; he is strong and confident,
even more than he was in France.  He withdraws a white
handkerchief.

                         BORGIA
            A brief parley, for Signora Sforza!

A soldier atop the walls waves and disappears.  Borgia looks
around and smiles.  Caterina appears

                         CATERINA
            What, dog!  You want to marry me
            and take my throne?

                                                           95.

                         BORGIA
            No!

                         CATERINA
            No!  You can't have my rusty chair,
            and you can't have my rusty bed!

                         BORGIA
            I have come to offer terms.

                         CATERINA
            Three wedding contracts have I seen
            this year, and three courtiers
            slain upon them!  I'll see you dead
            before the day is out!

                         BORGIA
            Signora, I have an army at your
            gates!  Would you like to discuss
            this situation?

                         CATERINA
            There will be no discussion!  Your
            military advantages mean nothing to
            Forli's strong walls!

                         BORGIA
            I have more advantages than my army.

He motions, and two boys are brought forward in chains.

                         BORGIA
            Your sons were found playing by the
            river.  Open the gates or they die.

                         CATERINA
            You see this?

She lifts her skirts and flashes him.

                         CATERINA
            I can always have more!

                         BORGIA
            That woman is insane.  Prepare to
            scale the walls.

He turns to leave and stops at the sight of a smirking
Machiavelli leaning against a post.

                         MACHIAVELLI
            Will you kill them, I wonder?

                                                           96.

                         BORGIA
            I think not.  It would bring me no
            advantage, and it would not even
            please me very much.  If you were
            in my position, would you kill them?

                         MACHIAVELLI
            Of course.  I would hate to break
            my word to a lady.

His eyes widen as Borgia draws a sword and slashes one of
the boys through the heart.

                         BORGIA
            Thank you.  I momentarily forgot my
            manners.

The other by is screaming as Borgia kills him as well.  A
Commander shakes his head as Borgia leaves.

                         COMMANDER
            I ca never predict what that man
            will do.  Infantry!  First brigade!
            Battering ram!  Second brigade!
            Shields!

He prepares to march off into the army and continue giving
orders, but he pauses at the sight of Machiavelli in the
midst of his army.

                         COMMANDER
            What are you doing?

                         MACHIAVELLI
            Watching.

                         COMMANDER
            How did you get through our lines?

                         MACHIAVELLI
            I haven't yet.  I brought you these.

He hands over a set of keys.

                         MACHIAVELLI
            Tell your men to save their muscles
            for the pillage.  It won't be very
            profitable in there, but it will
            be...enlightening.

                         COMMANDER
            Who are you?

                                                           97.

                         MACHIAVELLI
            A friend of the Duke.  Have him
            invite me in to a conference, would
            you?

The commander, perplexed, walks off.

INT. COMMAND TENT - DAY

Machiavelli is shown in to Borgia's private tent.  He is
removing his armor while looking at a large map on a piece
of hide.

                         BORGIA
            Ah.  My friend of manners.  Let us
            have a glass of wine together.

He pours into two cups from a wineskin.

                         MACHIAVELLI
            A toast to lost innocence.

                         BORGIA
            Innocence is never lost.  It is
            only a temporary delusion that we
            are inevitably cured of.

                         MACHIAVELLI
            This is an impressive map.

                         BORGIA
            Italy is an impressive land.

                         MACHIAVELLI
            And Romagna?  Is it impressive as well?

                         BORGIA
            Not yet.  It will be in a few years.

                         MACHIAVELLI
            Some would say its existence is
            impressive.  Three years ago it was
            not even on this map.  Today--why,
            look, you'll have to redraw your
            borders again.

                         BORGIA
            A pity.  I cannot bother to make a
            proper map of my realm so long as I
            keep enlarging it.

                         MACHIAVELLI
            Well, there are the oceans to bound
            you in, I suppose.

                                                           98.

                         BORGIA
            Ten, twelve years down the line,
            you may see a map of my kingdom on
            nice parchment.  You come from
            Florence, do you not?

                         MACHIAVELLI
            To the west.  Far.

                         BORGIA
            How far?  I tend to think of
            distance in a general's terms, now.
            How fast could an army march there?

                         MACHIAVELLI
            Not fast enough to beat the
            condottieri spending his winter at
            Arezzo.

                         BORGIA
            Oh, you mean the condottieri who
            conquered Pisa?  The one you were
            demanding recompense for when we
            met in France?

                         MACHIAVELLI
            No, a different one.  Equally faint
            of heart, but equipped with swords
            and plate nonetheless.

Machiavelli quaffs his wine and looks hard into Urbino.

                         MACHIAVELLI
            I will not lie to you.  Florence
            has no standing army, to my
            everlasting chagrin.  I have an
            interest in learning how to create
            one.  You, it seems, have sprung an
            army out of the Italian soil itself.
            How?

                         BORGIA
            Now, why should I help to arm a
            future enemy?

                         MACHIAVELLI
            In order that you may make him a
            friend.  Florence will be much
            easier to conquer if I deliver the
            keys to you myself.

                         BORGIA
            You could do this?

                                                           99.

                         MACHIAVELLI
            I once handed the keys to King
            Charles himself through my guile.
            I handed your commander the keys to
            Forli today.

                         BORGIA
            But if Florence had a standing army,
            you would not need to hand away the
            keys in the future.

                         MACHIAVELLI
            Which is why we should be friends
            from the first.

                         BORGIA
            Then these are my terms.

Borgia sits, businesslike, and begins writing out a list.

                         BORGIA
            I do not like this Republican
            government of yours.  I do not
            trust it.  You must change it, and
            give me thirty six thousand ducats.

                         MACHIAVELLI
            For that price, we could hire two
            condottieri to fight you.

                         BORGIA
            You could.  But we were talking of
            becoming friends.

                         MACHIAVELLI
            I feel compelled to remind you that
            we have other friends.  The King of
            France, for one.

                         BORGIA
            Ah, yes.  He signed an agreement
            when you visited Paris ensuring his
            friendship for, what--three years?
            I will tell you this--the promises
            of a King are flimsy.  Of Frenchmen
            they are flaccid.

                         MACHIAVELLI
            You think that Charles will not
            stand against you?

                                                          100.

                         BORGIA
            I know it.  If I take Florence, I
            have control of the Italian
            peninsula from east to west.  In
            order to trade and transport with
            his new kingdom-colony of Naples,
            he must go through me.  To him, I
            am valuable as a friend.  To me,
            Florence is valuable--for thirty
            six thousand ducats.

                         MACHIAVELLI
            How long will that pay your troops?

Borgia folds the parchment and seals it.

                         BORGIA
            Two months.

                         MACHIAVELLI
            You plan on continuing your
            expansion, then.  You cannot afford
            to keep your army in one place.

                         BORGIA
            The unfortunate nature of strength
            is that it must be exercised or
            face atrophy.  Here.

Borgia hands Machiavelli a sealed piece of parchment.

                         BORGIA
            Deliver my terms to your mob of
            rulers.  I expect an answer before
            I am ready to march, or I march
            west.  I wish to have Florence as a
            friend, but if they will not be
            friendly to me, then I must ensure
            that you will do me no harm.

                         BORGIA
            Whatever I do, I will be forgiven
            by god and men.

EXT. HIGHWAY - DAY

Machiavelli rides on a fast horse.

                                                          101.

INT. PALACE HALL - NIGHT

Machiavelli stands at a table with his fists planted on it.
Soderini sits in the wooden chair at the center of the Great
Council.  the Ten are all in attendance.

                         MACHIAVELLI
            I think we should do it.

                         SODERINI
            It is not an offer of friendship.
            It is a demand of obedience.

                         MACHIAVELLI
            And it keeps the army at our border
            from crossing it.

                         GUICCARDINI
            That army would not be there if you
            had succeeded in your mission!

                         MACHIAVELLI
            You sent me there to do the
            impossible.  Make Caterina Sforza
            give up to a foreigner, after she
            had fought off assassins and
            suitors by the handful?  Besides
            the fact that she was completely,
            unintelligibly insane.

                         SODERINI
            Forli is lost, and Borgia stands at
            our doorstep with an army.  We
            cannot afford any general right now.
            Can we count on France to come to
            our aid?

                         GUICCARDINI
            Against Cesare Borgia?  The man
            lived as the son of Charles for a
            number of years.

                         SODERINI
            Can we count an any ill will
            between them?

                         MACHIAVELLI
            None that I know of.

                         GUICCARDINI
            Then we must assume France cannot
            be counted upon to keep their treaty.

                                                          102.

                         MACHIAVELLI
            Then why did we ever make it?  We
            have a favor to call in.  Let's ask
            Charles to help us retake Pisa, and
            while his army is here, we will
            have it to protect Florence against
            a direct invasion.  The general in
            the field will not question this,
            even if Charles did.

                         SODERINI
            Good.  See it is done.  I want you
            back from Paris in a month.

                         MACHIAVELLI
            Send another.

                         SODERINI
            Why?  you are the best French
            speaker we have.

                         MACHIAVELLI
            But you only need someone to
            deliver the message.  I can be of
            more use returning to negotiate
            with Borgia.

                         GUICCARDINI
            Now that we have a French army on
            the way, I say we ignore his offer
            to be bribed.

                         SODERINI
            Agreed.  Steer his army elsewhere
            if you can.  If not, that poison of
            Da Vinci's should work well against
            the army's stew pots.

                         MACHIAVELLI
            Never one to miss out on the
            expediencies you won't commit
            yourself, are you?

He leaves.

INT. BORGIA'S COURT

Machiavelli returns.  Borgia is sitting at a meal.

                         MACHIAVELLI
            You were right.  The rule of the
            mob is inconstant and unstable.
            They have denied your friendship.

                                                          103.

Borgia smiles and eats.  He says nothing.

                         MACHIAVELLI
            I did all I could to sway them.  I
            told them of your prowess in the
            field, your unending luck, and the
            advantages of friendship.  They
            have decided that they do not fear
            your mighty army, since the King of
            France is still under contract to
            come to our aid if we are pressed.

                         BORGIA
            Ah, good Charles.  The wall of
            Florence across the Alps.  You put
            too much faith in foreign protectors.

                         MACHIAVELLI
            Not I.  If I were the ruler of
            Florence, I would raise an army
            from the peasants to protect the
            walls at a moment's notice.

                         BORGIA
            Then it is to my advantage that you
            do not rule Florence.  No.
            Florence needs closer friends than
            France.  What if Milan were to
            invade?  They could hold off your
            friends the French on their other
            border, and every step Charles took
            to aid you would be across hostile
            territory.  No.  you need a friend
            on your own border.  And it just so
            happens--

Borgia points to his newly painted map

                         BORGIA
            We share a border now.  I should be
            the best friend that Florence has.

                         MACHIAVELLI
            What sorts of demands do you extort
            from your friends?

                         BORGIA
            Well, for one thing, I teach them
            how to raise standing armies.  Come.

EXT. BORGIA'S COURT

Borgia brings Machiavelli to an assembled host.

                                                          104.

                         BORGIA
            Behold.  The contingent of Forli.

                         MACHIAVELLI
            I did not even know there were this
            many people in the district, let
            alone men of fighting age.  Where
            did you find them all?

                         BORGIA
            In the peasantry.  On the fields.
            Some of these men only come into
            the village twice a year.

                         MACHIAVELLI
            Surely you did not waste the effort
            to collect them from each farm.

                         BORGIA
            Of course not.  We went to their
            weekly assemblies.

                         MACHIAVELLI
            You conscripted them at church!
            Brilliant.  You have God do your
            work for you.

                         BORGIA
            Some would say he is on my side.

                         MACHIAVELLI (V.O.)
            For the next few months I traveled
            with Borgia, watching him grow an
            army from nothing but his
            determination.  It was amazing.  I
            was so wrapped up in watching him
            work that I forgot--

INT. BORGIA'S COURT

Machiavelli enters to see Borgia and Da Vinci deep in
conversation, looking over some sketched plans.

                         MACHIAVELLI (V.O.)
            I had other obligations.

                         BORGIA
            Ah, Machiavelli, my political
            genius, come meet my new savant.
            Leonardo--

                         MACHIAVELLI
            Of the village of Vinci.  We are
            old friends.

                                                          105.

They draw close for a handshake.

                         MACHIAVELLI
                   (whispering)
            And new enemies?

Leonardo stares deep into Machiavelli's eyes.  Borgia moves
parchments excitedly on the table.

                         BORGIA
            Explain to me again how this works?

                         LEONARDO
            Well, it is a hull that protects
            soldiers from bombardment.  It is
            so heavy that not even a battering
            ram can budge it, once it gets
            moving. It may turn it off course,
            and accuracy is a huge problem.
            But in order to get something, or
            someone, across a battlefield, this
            "tank" is the safest way to do it.

                         BORGIA
            That's amazing.  Brief him on the
            specifics, since he will be the
            cargo when it's built.  I'm going
            to find out where to raid for the
            steel.

Borgia exits.

                         MACHIAVELLI
            Did the Great Council send you
            after me?

                         LEONARDO
            Why would they?  Are you a traitor?

                         MACHIAVELLI
            A patriot to the core.  You may
            notice the distinct lack of
            Borgia's armies in the streets of
            Florence.  I flatter myself that I
            had a hand in their absence from
            our fair city.

                         LEONARDO
            You are helping him become another
            player in an already crowded chess
            game.

                                                          106.

                         MACHIAVELLI
            In the end, we should have only one
            player in Italy, should we not?

Leonardo looks at the door where Borgia exited.

                         LEONARDO
            Do you think this man could bear
            the weight of an Italian crown?

                         MACHIAVELLI
            You have seen him.  Do you think he
            will stop before attaining anything
            less?

EXT. CASTLE SIEGE - DAY

Borgia's army is drawn up outside of a castle.  Leonardo is
fiddling with a primitive artillery cannon.  He is explaining
how it is supposed to work while Borgia and Machiavelli listen.

                         MACHIAVELLI (V.O.)
            Borgia swept over Italy like the
            shadow of a cloud.  He met with
            victory everywhere he went.

The artillery fires, scaring everyone. It was not supposed
to go off yet.  Leonardo points to the hole in the wall and
nods.

The army charges.

INT. CASTLE HALLS - NIGHT

Machiavelli, hooded, walks through  a large courtyard
beneath walls with guards atop them looking over the side.
He squats and places the Howler onto the ground, and plugs
his ears with wax.

                         MACHIAVELLI (V.O.)
            I flatter myself that a contribution
            to his success was his impeccable
            taste in advisors.

He activates the Howler and runs, with the crowd, to the top
of the walls, where they jump into the moat.  Outside, we
see Borgia's army waiting.

EXT. CASTLE SIEGE - DAY

The army is drawn up around another castle, and the gates
open.  Out marches the CASTLE LORD, waving a white flag.

                                                          107.

                         MACHIAVELLI (V.O.)
            I would like to say that the
            success of Cesare Borgia was due
            only to his ability.  He always
            kept us guessing.  But when moments
            of difficulty came, he was
            miraculously saved from disaster.

EXT. COMMAND TENT - DAY

Machiavelli spins medicine balls in his hands as he watches
Borgia's tent.  Riders approach wearing Papal symbols; they
dismount and take a small chest off of a horse and bring it
into the tent.

                         MACHIAVELLI (V.O.)
            When funds were running low, an
            influx of cash came from the house
            of God himself.

EXT. CASTLE SIEGE, DAY

Machiavelli eats an apple while sitting on a hillside,
watching the castle below besieged by Borgia's army.  A
large group of riders approaches along the horizon.

                         MACHIAVELLI (V.O.)
            When Borgia was short on troops, he
            would be supported by armed
            mercenaries hired by the Papal
            States.  It was almost as if the
            Pope was investing in the future of
            this new king on its border.

EXT. WOODS - NIGHT

Machiavelli sits with Borgia next to a small fire.

                         MACHIAVELLI (V.O.)
            It ran contrary to centuries of
            Italian politics.  A prudent Prince,
            whether ecclesiastical or noble,
            would work to keep his neighbors
            weak and his neighbor's enemies
            strong.  The Pope always supported
            the enemies of Naples to the south,
            so that he never worried about a
            war on his southern border.  But
            now he actively supported the
            growth of Borgia's lands to the
            north, secure in his godly faith
            that this new Prince of power would
            only expand northwards.

                                                          108.

                         MACHIAVELLI
            I notice you never move to the south.

                         BORGIA
            The Papal States are stable.

                         MACHIAVELLI
            And ill-defended.  If you truly
            want to expand Romagna, you will
            have to turn your sights southward
            eventually.

                         BORGIA
            The ire of the Pope is something I
            have no need to raise.

                         MACHIAVELLI
            Are you afraid of endangering your
            divine luck?

                         BORGIA
            Something like that.

                         MACHIAVELLI (V.O.)
            I figured the Pope was bribing
            Borgia to stay away from him.  But
            it turned out, the holiest man in
            Rome and I shared the same goal.

                         BORGIA
            I mean to wear a crown one day.

                         MACHIAVELLI
            I am sure you can afford one.

                         BORGIA
            Any merchant can purchase what
            others are willing to sell.  It
            takes a much different sort of man
            to earn it.

                         MACHIAVELLI
            And you are earning a large crown
            for Romagna.  Your borders are wide,
            and your renown is large.

                         BORGIA
            Not large enough.  I mean to be
            King of all Italy.

                         MACHIAVELLI
            I had hoped. Why then will you not
            turn south?

                                                          109.

                         BORGIA
            I have no need to.  If I can subdue
            the fractious north, then the south
            will bend the knee to me when I
            demand it.

                         MACHIAVELLI
            I thought it was popes that crowned
            the kings.

                         BORGIA
            Sometimes.  When its not the kings
            that crown the popes.

                         MACHIAVELLI
            Do you plan to ensure their
            compliance with arms, or money, or
            both?

                         BORGIA
            I have complicity with Alexander
            already.  And with all the rest of
            Italy under my rule, why would
            Naples fight back?

                         MACHIAVELLI
            Independence, national pride, spite....

                         BORGIA
            The last ten years Naples has been
            a battlefield for France and Spain.
            Under the rule of an Italian king,
            they would be furthest from the
            borders, and from the fighting, and
            they can get back to their lives.
            That is what I offer Naples.

                         MACHIAVELLI
            And what do you offer the Pope?

                         BORGIA
            Complicity with his secrets.

EXT. WOODS - NIGHT

Machiavelli leaves the nearby campfire to urinate.  Men
behind him are singing a bawdy song.

                         MACHIAVELLI (V.O.)
            Borgia did not need to be
            manipulated into the Italian throne,
            he actively wanted to take it.  I
            had my king.  Everything was going
            fine until my father appeared.

                                                          110.

Bernardo appears, knife in hand.

                         BERNARDO
            Niccolo.

                         MACHIAVELLI
            Father.  Allow me a moment of decorum.

Machiavelli laces his trousers without turning away.

                         BERNARDO
            Borgia grows strong.  Why do you
            wish our neighbor to be stronger
            than Florence?

                         MACHIAVELLI
            I have my reasons.

                         BERNARDO
            That is what we are afraid of.  We
            have always held that with opposing
            powers in Italy evenly matched, we
            could all survive.

                         MACHIAVELLI
            That was Il Magnifico's policy, not
            yours.  The real problem has always
            been other countries using Italy as
            their battleground.  The only way
            to stop this is to unite Italy into
            one kingdom, under one crown, and
            the man to wear it is right there!

                         MACHIAVELLI
            Even if it means the betrayal of
            Florence?

                         MACHIAVELLI
            I do this for Florence.  I am a
            patriot first.

Machiavelli makes to leave.  Bernardo quickly pulls a dagger
from his robes and places it against Machiavelli's throat.

                         MACHIAVELLI
            Could you kill your own blood?

                         BERNARDO
            As you said, I am a patriot first.

                         MACHIAVELLI
            Then I suppose I am my father's son
            indeed,

                                                          111.

Machiavelli pulls a dagger from his sleeve and strikes
Bernardo quickly with one hand as he twists away with the
other.  He holds him as he dies.

                         BERNARDO
            Murdered...by my own son's hand....

                         MACHIAVELLI
            Between one patriot and another,
            father...this is harder for me.  I
            have to live with it.

Machiavelli wipes the blade on his father's cloak, tosses a
handful of dirt on him and walks back to the campfire.  When
he gets close, he joins in the song.

EXT. AREZZO - DAY

Machiavelli, Leonardo, and Borgia are standing around a
table in the Command Tent. They are studying a new map, with
new borders drawn on it.

                         MACHIAVELLI(V.O.)
            The lands of Romagna grew larger,
            and every victory left Borgia
            richer and more powerful.  His rise
            to the Italian throne seemed all
            but assured.  try as I might, I
            could not get him to turn south.
            Inevitably, he turned west.  to
            Florence.

Leonardo shakes his head.

                         LEONARDO
            Venice.  The plunder is enough to
            make a man salivate.

                         BORGIA
            Your artillery will not travel
            easily over the rugged terrain.

                         LEONARDO
            And they will not travel to
            Florence at all.  I refuse to use
            my inventions to overthrow my own
            country.

                         BORGIA
            You are in my command, Da Vinci.
            You go where I tell you to go.

                                                          112.

                         LEONARDO
            I have traveled with you out of
            curiosity and the opportunity to
            use my imagination.  I never bent
            my knee to you.  I never swore an oath.

                         BORGIA
            Nevertheless, I am your king.

                         LEONARDO
            You are my employer, Cesare.  I
            will have no more of this.

Leonardo grabs some papers and turns to leave.  A GUARD
stands in his way.

                         BORGIA
            A word and I can have you killed.

                         LEONARDO
            And kill the greatest asset you
            have.  You are a clever man, Borgia.
            You would not waste the chance that
            you could one day convert me back
            to your cause.

Leonardo steps around the guard.

                         LEONARDO
            Prove to me you do not mean to do
            injustice to my homeland, and I
            will be over the next hill.

He exits.  Borgia shrugs.

                         BORGIA
            The tragedy of forging an empire is
            that it requires men of patriotic
            intent.  And every patriot would
            exclude his own country from the
            empire to be had.

                         MACHIAVELLI
            Florence need not be excluded,
            only...incorporated.

                         BORGIA
            I offered my friendship once, and
            it was rejected.

                         MACHIAVELLI
            You offered to be bribed.
            Florentines are proud.

                                                          113.

                         BORGIA
            And what are they proud of?
            Florence has no army to offer
            assistance to me, or to keep me
            from invading.  If it will no buy
            my friendship, why should I extend
            it to them?

                         MACHIAVELLI
            Because they will be truer to your
            cause if you give them the option
            of joining you peacably.

                         BORGIA
            Truly?  As Pisa was?  They hate
            Florence.  Passionately.  As
            Florence will hate me, for ruling
            from afar.  If I must enjoy their
            hatred, then I intend to earn it.

Borgia looks at the map, and then at Machiavelli, curiously.

                         BORGIA
            Will you defy me?

                         MACHIAVELLI
            Whether I would or no, my answer
            will be the same.  I wish for a
            unified Italian kingdom, the better
            to keep the Spanish and the French
            from using us as their battleground.
            You are the best key to that success.

                         BORGIA
            But I have no way of knowing if you
            speak the truth.

                         MACHIAVELLI
            You do not.  Which is why I am the
            most powerful ally you have: I will
            keep you sharp.  If you can defend
            against the enemy in your tent who
            plots against you, then you have
            nothing to fear of princes from afar.

                         BORGIA
            Then come, my whetstone, examine my
            strategy.

EXT. WOODS - DAY

Machiavelli watches as some soldiers try, unsuccessfully, to
fire Leonardo's artillery.

                                                          114.

                         MACHIAVELLI(V.O.)
            Looking back now, I realize that at
            the time, I was telling Borgia the
            truth.  I believed in him.  But
            just like my immortal father above,
            he shattered that belief.

Machiavelli turns at the sound of a scream.

EXT. NEARBY - DAY

Machiavelli follows the sounds of the screams to a clearing,
where an Inquisitor is torturing a CAPTAIN.  Borgia looks on.

                         MACHIAVELLI (V.O.)
            Cesare Borgia was the perfect
            Italian King.  He was willing to do
            whatever was necessary to retain
            his power, morals be damned.

                         BORGIA
            You have been funneling information
            to the Florentines.

                         CAPTAIN
            No!  I swear it!

                         INQUISITOR
            Confess!

                         BORGIA
            You will be tortured unto death or
            confession, whichever you prefer.

The torture is increased, violently.  The Captain dies.

                         MACHIAVELLI (V.O.)
            The perfect king.

Borgia looks around at all of the assembled soldiers,

                         BORGIA
            Let this be a lesson to you all.
            Support my enemies, and I will know.

his eyes finally coming to rest on Machiavelli.

                         BORGIA
            I will know.

                         MACHIAVELLI (V.O.)
            And then, in an unexpected fit of
            virtue, I decided this was wrong.

                                                          115.

INT. COMMAND TENT - NIGHT

Machiavelli sneaks in and steals Borgia's ring, watching him
sleep.

                         MACHIAVELLI (V.O.)
            This man could not be king.  This
            perfect prince, marching towards my
            homeland, was too perfect of a crime.

EXT. HIGHWAY - NIGHT

Machiavelli rides fast on a horse in the darkness.

INT. HIGHWAY INN - NIGHT

By candlelight, Machiavelli writes a letter in the common
room.  He melts some wax in a candle and presses Borgia's
ring into it, sealing the letter.

                         MACHIAVELLI(V.O.)
            I knew that killing Borgia would
            not undo all of my deeds.  And it
            would not even accomplish those yet
            undone.  A dead Cesare would not
            diminish the Italian hope for a new
            King, the hope that I had nurtured
            like the first spark catching onto
            tinder.  In order to conquer hope,
            I had to do more than kill the man;
            I had to undo him.

EXT. VATICAN - DAY

Machiavelli arrives at the Vatican tired and dirty.  He
tosses his reins to a priest who is reading a bible.

                         MACHIAVELLI (V.O.)
            The source of Borgia's power was
            not from Spain, but from the south
            of Italy, from Lucifer on High
            himself.  Pope Alexander VI.

EXT. VATICAN GATES - DAY

Machiavelli walks directly toward the guards and shows the
sealed parchment.  The guards inspect the seal, nod, and
allow him to enter.

                         MACHIAVELLI (V.O.)
            Messages between the Pope and
            Borgia were so secret that they had
            to be delivered from one hand to
            another.

                                                          116.

INT. POPE'S RECEIVING HALL - DAY

ALEXANDER sits on an enormous cushioned throne, with priests
and cardinals all around.  It is Machiavelli's turn.  He
approaches, and rather than show the parchment, he shows the
ring.

                         MACHIAVELLI
            I would see you in private, your
            Eminence.

Alexander's eyes widen.  He nods.

                         ALEXANDER
            That will be all.

The pope, along with everyone in the hall, rises.
Machiavelli and the Pope exit out a small side door.

INT. POPE'S CHAMBERS - DAY

The Pope looks out a window as a priest leaves a decanter
with wine and fruit.  Machiavelli sits.

                         MACHIAVELLI (V.O.)
            I had planned to spread some lies
            about Borgia's intentions.  I had
            planned to sow some discord between
            these two unlikely allies.  I had
            planned to act in the best of faith.

                         ALEXANDER
            What news do you bring from my son?

                         MACHIAVELLI
            Your--

Machiavelli is momentarily stunned.

MONTAGE - MEMORIES OF BORGIA

Borgia is seen accepting Papal gold, commanding soldiers not
to burn a church, and the battle where Papal soldiers come
to his rescue.

INT. POPE'S CHAMBERS - DAY

Machiavelli, master liar that he is, picks right up.

                         MACHIAVELLI
            --son, has bid me come here to
            speak with you.  On a matter of
            urgency.

                                                          117.

                         ALEXANDER
            I would have never seen his seal
            out of his possession otherwise.

Machiavelli pours wine for the two of them.

                         MACHIAVELLI
            It has never been a secret that he
            is amassing power in Italy.

                         ALEXANDER
            Indeed, it is why we came to this
            country.

                         MACHIAVELLI (V.O.)
            Two more foreigners using Italy for
            their battlefield.

Machiavelli smiles and takes the cups of wine to the window.
He hands one to the pope and drinks deeply from his own.

                         MACHIAVELLI
            What has been unknown is the plans
            of others who wish an Italian
            throne for themselves.

                         ALEXANDER
            I wish them good luck in getting it.
            No other man alive could accomplish
            what Cesare has done.

                         MACHIAVELLI
            Has the House of Borgia ever seen
            such grand success before?

                         ALEXANDER
            Only once.

Alexander smiles and fondles the sash around his neck.  He
sips his wine.

                         MACHIAVELLI
            Why did you never craft a kingdom
            in Spain, where you came from?

                         ALEXANDER
            You should have noticed; there is
            already a king there!  The rest of
            Europe is claimed.  Royal houses on
            every throne, and the Borgias had
            only the flimsiest of claims to any
            of them.
                         (MORE)

                                                          118.

                         ALEXANDER (CONT'D)
            Yet in Italy, there were two
            thrones that House Borgia could
            earn, with enough will and luck.
            One through the cloth, and one
            through the stitching.

Alexander laughs at his own joke.

                         ALEXANDER (CONT'D)
            All Italy ever needed was a man who
            could stitch these warring pieces
            together, and no Italian would be
            capable of it.

                         MACHIAVELLI
            Why would Italy crown a foreign prince?

                         ALEXANDER
            Because a domestic prince would
            rule his home state first, above
            the favor of the others.  Borgia is
            impartial.

                         MACHIAVELLI
            Not completely.  He is partial to you.

                         ALEXANDER
            Well--
                   (cough)
            --every plan has a flaw.

Alexander suddenly grabs at his throat.  His lips pull back
across his teeth and he makes a hideous cackling sound.
Machiavelli puts his goblet and the empty bottle of the
Poison of a Thousand Tears onto the window sill.

                         MACHIAVELLI (V.O.)
            I have heard it said that
            Alexander's body was found in a
            greater state of putrefaction than
            any corpse ever seen.  His skin was
            black, he had bloated to three
            times his original size, and the
            smell--I know I could not stand it.

The book by the windowsill is Plutarch's "Lives."
Machiavelli puts it in his doublet as a priest enters, and
Alexander flails around the room, overturning furniture,
while Machiavelli jumps out the window.

                                                          119.

EXT. VATICAN - DAY

Machiavelli maneuvers down the hanging pennants and spires
with a mix between grace, acrobatics, clumsiness, and luck.

                         MACHIAVELLI (V.O.)
            Were it not for the fact that he
            was declared an anti-pope within
            the month, I suppose I would be
            guilty of the most heinous of
            crimes.  But I suppose my actions
            could be called premonitional justice.

EXT. PLAINS OF FLORENCE - DAY

Borgia's army rests outside of Florence.  Machiavelli rides up.

                         MACHIAVELLI (V.O.)
            When I arrived, the siege had been
            going on for three weeks.  The
            weeks turned into months, and
            Borgia had no money.  The
            surrounding fields were burnt, and
            his army was starving.

EXT. FLORENCE STREETS - DAY

Machiavelli, travel-stained, walks swiftly through the streets.

INT. SODERINI'S OFFICE-DAY

Soderini looks up from dispatches he is reading as
Machiavelli enters.

                         SODERINI
            Niccolo.  How do you come to me?
            As I sent you?  As a spy?

                         MACHIAVELLI
            I come here as I left.  I am a
            Florentine.

                         SODERINI
            Then why do I have an army outside
            my walls?

                         MACHIAVELLI
            Why don't you have one inside of it?
            If you had listened to me and
            raised an army from the peasants,
            we wouldn't be in any danger!

                         SODERINI
            What does Borgia want?

                                                          120.

                         MACHIAVELLI
            All of Italy.  But he will never
            get it.  I come here straight from
            Rome.  The Pope is dead.

                         SODERINI
            Alexander?  How?

                         MACHIAVELLI
            Infernal means.  They say that
            Lucifer took a shit in his mouth.
            With Alexander off the papal throne,
            Borgia has lost his unending source
            of funds.  His army is broke.

                         SODERINI
            And starving.  They sent me a
            dispatch begging for bread while we
            negotiate.

                         MACHIAVELLI
            Buy him out.  Offer him two
            thousand ducats and a good day.  He
            will turn and run to the nearest
            market.

                         SODERINI
            It is a good plan.  I will take it
            to the Great Council.

                         MACHIAVELLI
            Soderini, no!  This has to be done
            immediately!

                         SODERINI
            The Great Council must approve any
            appropriations of funds.  I have no
            authority over money.

                         MACHIAVELLI
            Your authority includes the
            protection of this city!  We are
            the perfect plunder, and those
            starving soldiers will only wait so
            long!

                         SODERINI
            Regardless, Niccolo, I must follow
            the law.

Machiavelli watches him leave in anger.

                                                          121.

                         MACHIAVELLI (V.O.)
            The council debated for two days
            over two thousand ducats.

INT. PALACE HALL - DAY

The Great Council, fully convened, debates and argues.
Soderini sits his throne wearily.  Machiavelli watches in
anger from the shadows.

                         MACHIAVELLI (V.O.)
            During their feuding over pennies,
            the soldiers broke ranks and scaled
            the walls.

EXT. WALLS OF FLORENCE - NIGHT

A guard paces and starts from the sudden presence of a
scaling ladder.  A soldier leaps over the wall, catches the
fleeing guard before he can make it to the bell nearby, and
tears a pouch off of the dead guard's belt.  He hungrily
devours the cheese inside, but is killed by another soldier
behind him who then eats the cheese.

                         MACHIAVELLI (V.O.)
            The Sack of Florence was brutal.

EXT. FLORENCE STREETS - DAY

Soldiers loot and pillage.

                         MACHIAVELLI (V.O.)
            If one man had one authority, then
            the soldiers would have taken their
            bribe and left.  But the honor of
            the law undid us that day.

PULL BACK to reveal Machiavelli watching in sorrow.

                         MACHIAVELLI (V.O.)
            What I saw in the streets of
            Florence, I would soon see in all
            of Italy, because we would never
            have a king.

EXT. WOODS - DAY

Borgia orders his soldiers to their posts.  they leave anyway.

                                                          122.

                         MACHIAVELLI (V.O.)
            The greatest flaw in any army is
            the requirement of pay.  Once
            Borgia ran out of money, he ran out
            of his army, and Romagna dissolved
            overnight.  The hopes of the
            Kingdom of Italy dissolved with
            that army.

INT. TORTURE CHAMBER - NIGHT

Machiavelli, older, is lying exhausted on a rack.  His hands
are stretched high above him, bound to ropes.  His beard is
filthy, his hair matted, and there are bruises and dirt
covering his skin.

Sitting at a nearby table is an INQUISITOR taking notes.

                         MACHIAVELLI
            And so I gave up the best chance
            Italy ever had of its own true king.
            All for something so useless as virtue.

                         INQUISITOR
            We have enough.

He gets up to go.

                         MACHIAVELLI
            Wait, wait...will you free me?  Or
            kill me?

                         INQUISITOR
            I must confer with my colleagues.

                         MACHIAVELLI
            Then tell me something.  If it was
            your choice, yours alone, and
            nothing so bothersome as democracy
            was in your way, what decision
            would you make?  Right now?

                         INQUISITOR
            I see no goodness in you, Niccolo
            Machiavelli.  But I also see no
            threat.  You are a commoner who
            once held a critical position in
            the dead government of Florence.
            You have no friends, no money, and
            nothing that could damage the Holy
            Church but defiance.  If you chose
            not to defy us, and to confess your
            sins in public, then I would let
            you live.

                                                          123.

He opens the door.

                         INQUISITOR
            But, it is not up to me.  We shall see.

EXT. FLORENCE STREETS - DAY

Machiavelli kneels in a yellow robe, hands clasped, and
loudly confesses his sins.  He is in a row of ten others in
the same robe and posture.  In the background are others in
yellow robes, with yellow dunce caps on their heads and red
flames and devils painted on.  They are tied to stakes and
fires are lit beneath them.

                         MACHIAVELLI (V.O.)
            They voted to free me.  I had to
            recant my sins, real and imagined,
            for all of Florence to see.  A
            simple enough choice, really;
            recite some penitent words that
            make angry men feel better, and in
            return they won't kill you.  A
            simple choice.

INT. CABIN STUDY - NIGHT

Machiavelli writes by candlelight.

                         MACHIAVELLI (V.O.)
            Now I lay my strategy to paper to
            prepare the future King of Italy
            with a map to take the power that I
            once denied to a great man for no
            fault of his own, but rather for a
            fault of mine.  I was unwilling to
            do what was necessary in order to
            take power and keep it.  I was
            unwilling to put aside my own
            morals in order to bring about the
            safest world.  I hope that you,
            dear reader, do not commit the same
            error.

Machiavelli closes the book and looks at it with an air of
satisfaction.  "The Prince" is on the cover.

                                            FADE OUT.