brought to you by The Val Lewton Screenplay Collection

                                    "THE GHOST SHIP" 

                                  AN RKO RADIO PICTURE 

                                     Production #431

                              Negative shipped Nov. 5, 1943

                                      No. of Reels 7

                                       Footage 6239

                             Running Time 69 Min. 19 1/3 Sec.
               Music by ROY WEBB
               Musical Director BAKALEINIKOPP
               Director of Photography NICHOLAS MUSURACA, A.S.C.
               Special Effects by VERNON L. WALKER, A.S.C.
               Art Directors ALBERT S. D'AGOSTINO and
               WALTER E. KELLER
               Set Decorations DARRELL SILVERA and
               CLAUDE CARPENTER
               Gowns by EDWARD STEVENSON
               Recorded by FRANCIS M. SARVER
               Edited by JOHN LOCKERT
               Asst. Director RUBY ROSENBERG

               Certificate No. 9567

               Produced by VAL LEWTON

               Screenplay by DONALD HENDERSON CLARKE

               Story by LEO MITTLER

               Directed by MARK ROBSON
               CAST OF CHARACTERS
               Captain..................RICHARD DIX
               Tom.....................RUSSELL WADE
               Ellen..................EDITH BARRETT
               Bowns...................... .BEN BARD
               Sparks.................EDMUND GLOVER
               Finn..................SKELTON KNAGGS
               Benson....................TOM BURTON
               Ausman.................STEVE WINSTON
               Raphael..................ROBERT BICE
               Louie...............LAWRENCE TIERNEY
               Boats.................DEWEY ROBINSON
               Jim.....................CHARLES LUNG
               John...............GEORGE DE NORMAND
               Peter....................PAUL MARION
               Billy...................SIR LANCELOT
               Roberts...................BOYD DAVIS
               SMALL BITS AND PARTS
               McCall....................HARRY CLAY
               Crew Member.............RUSSELL OWEN
               Crew Member.............JOHN BURPORD
               Crew Member.............EDDIE BORDEN
               Crew Member...............MIKE LALLY
               Crew Member............CHARLES REGAN
               Stenographer.............NOLAN LEARY
               Chief Engineer........HERBERT VIGRAN
               Silhouette Girl.......SHIRLEY 0 'HARA
               Blind Beggar..............ALEC CRAIG
               German Sailor Bit......BOB STEVENSON
               German Sailor Bit.....CHARLES NORTON Carriage
               Driver.........NORMAN MAYES


               "BLOW THE MAN DOWN" - Sung by the Blind Man - Sung by Billy

               "HOME DEARIE HOME" - Sung by Billy Radd "COME TO SAN
               SEBASTIAN" - Sung by Billy Radd

               "I'M BILLY RADD PROM LA TRINIDAD" - Sung and whistled by
               Billy Radd

                                    THE GHOST SHIP

               of a freighter steaming slowly through wraith-like mists and
               over glassy water.


               A display of pocket knives arranged on a board in the center
               of a window. The light glistens and reflects from the opened
               blades. Over this scene we hear a merry voice singing, "Blow
               the Man Down."

                         Come all ye young fellows who
                         follow the sea...

               CAMERA BEGINS TO MOVE BACK to show the display window of
               Rubin's Seamen's Outfitting Co. The display consists of
               cheap blue sweaters, stiff-looking civilian hats, watch
               caps, oilskins, and the other simple paraphernalia of a
               sailor's life. In one corner is an enormously enlarged
               photo of Rubin himself, in his prime, fighting Joe
               Jeffries. Across the face of the window, in reflection, can
               be seen figures typical of a San Pedro street;
               sailors, merchant jacks, and one rolling drunk. The rhythm
               of their walk seems to have the lilt of the song being

               At the left-hand corner of the window can be seen the
               reflection of a Negro singer, a blind man, with a zither
               suspended from a strap around his neck. On the face of this
               instrument is a placard reading, "I am Blind." A cup is
               suspended underneath it. As the CAMERA. MOVES STILL FURTHER
               BACK, the actual figure of the blind beggar-is disclosed.
               It is he whose merry voice is singing "Blow the Man Down."

                                   BLIND BEGGAR
                         It's starboard and larboard we
                         jump to the call When kicking
                         Jack Roberts commands the Black
                         Oh, give me some time to blow the
                         man down.

               CLOSEUP. A man's hand and arm come into the scene, and a
               coin spins from the hand and falls with the clink of silver
               into the blind man's cup.

                                   TOM'S VOICE
                         For luck.

                                   BLIND BEGGAR
                             (breaking off his song)
                         Thank you, sir. Being a sailor,
                         you'll need luck.

               MED. SHOT - Blind Beggar and Tom Merriam. Tom Merriam, a
               young man dressed in a very obviously new blue suit and
               carrying a new suitcase, is arrested by the lest phrase, and
               turns to look again at the Beggar. The Beggar, almost sensing
               his movement of halting and looking, smiles.

                                   BLIND BEGGAR (cont'd)
                         And you're a young sailor, too,
                         sir. Don't need eyes to tell me
                         that. Young seamen all want luck
                         when they're outward bound. Only
                         the old ones know there's nothing
                         but bed luck and bad blows at sea.

               Tom puts down his suitcase. The Beggar grins at Ma.

                                   BLIND BEGGAR (cont'd)
                         You're an officer, too —

                         How do you know?

                                   BLIND BEGGAR
                         I heard your suitcase go down. A
                         seaman would be having a soft bag.

               Tom smiles and begins to search his pocket for another coin.

                                   BLIND BEGGAR (cont'd)
                             (even before getting the
                         Thank you, thank you. If it's the
                         Altair you're boarding, it's a
                         bad ship.

               Tom puts the coin in his hand.

                         You've got a blind man's tricks for
                         telling what men are like — but
                         ships -- you can't tell about

               He picks up his suitcase and starts off.

               REVERSE SHOT - Tom crossing the street toward where the
               Altair lies against the bulkhead. In the f.g., the Blind
               Beggar resumes his playing and singing.

               EXT. GANGWAY - NIGHT

               Tom comes walking onto the gangway and begins to climb. At
               the head of the gangway can be seen the hunched figure of a
               little man seated at the conjuncture of gangway rail end deck
               rail. This is the Finn. He is an odd, gnome-like little man,
               direct and quick of movement. He wears his watch cap in a
               peculiar fashion so that it has the appearance of a Phrygian
               bonnet, adding to the gnome-like quality of his appearance.
               As Tom ascends the gangway, the Finn looks up with bright,
               direct eyes. He never ceases whetting his long-bladed shive
               on a whetstone which he holds in his lap.

               TWO SHOT - Tom and Finn. Tom comes up to the head of the
               gangway. The Finn looks at him and continues sharpening his
               knife, not missing a stroke on the stone.

                         I'm the Third Officer. Where can I
                         find the Captain?

               Without saying a word, the Finn gestures with his knife blade
               to the forward portion of the vessel. Tom looks at him
               somewhat questioningly, end the Finn again makes the gesture
               with his knife. Tom starts off.

               CL0SE SHOT - the Finn. He looks after Tom and, as he looks,
               his voice can be heard, in narration.

                         Another man I cannot talk to — that
                         I can never know and who can never
                         know me — because I am a mute and
                         cannot speck. I am walled about
                         with silence, cut off from other
                         men, but I can see things they
                         cannot see. I see the white steel
                         thirsting for blood and the blood
                         running to meet it. 
                             (he brings his knife up
                              to eye level to look at
                         I am a Finn, and my soul is in my
                         hand here, white and cold, and
                         knowing all things.

               EXT. BOAT DECK - NIGHT

               Tom comes up the ladder from the main deck and goes toward
               the door of the Captain's cabin. The noise of loading from
               the well dock attracts his attention end he looks off.

               EXT. WELL DECK - NIGHT

               LONG SHOT of the forward well deck with Tom in the f .g. The
               hatch is open and light streams from it. A gang of men are
               working around the hatch, fitting the main hatch cover.

               EXT. BOAT DECK - NIGHT

               Tom turns back toward the door of the Captain's cabin. He
               sets down his suitcase, drapes his overcoat over it, shrugs
               his shoulders into his jacket, straightens his tie, and
               knocks on the door. It is slightly ajar and swings open a few
               more inches under Tom's knuckles. Tom looks through the
               opening of the door into the Captain's office, and waits a
               few seconds. Then he knocks a second time, and the door

               swings easily open. He goes in.

               INT. CAPTAIN'S OFFICE - MIGHT

               The desk, with neatly piled papers, is in the left b.g. A
               swivel chair is before the desk, an upholstered chair on the
               right. In back of the desk is a stair which leads up to the
               bridge. Books fill bookcases set alongside the bulkheads. Tom
               looks over the office, which is that of a man of unusually
               good taste, education and culture. A Hogarth print catches
               his eye. This is "The Gin Drinker," a picture full of the
               cruelty and the madness sometimes so apparent in Hogarth's
               works. Tom glances at the bookcase, and then looks closer.
               The books are beautifully bound and unusual, to say the
               least, in a freighter Captain's quarters. Footsteps are heard
               from Tom's left, as he stoops to look at the book titles. Tom
               straightens and turns.

               REVERSE SHOT. An officer is descending the staircase leading
               down from the bridge. This is the Captain of the Altair, a
               man of vigorous middle age, with e sailorly neatness in his
               dress and an air of quiet and competent authority. Halfway
               down the stairs he speaks.

                         Mr. Merriam?

                         (drawing himself up a little)
                         Yes, sir.

               The Captain crosses to him, extending his hand. Tom moves
               forward to shake hands.

               MED. CLOSE TWO SHOT. Between the two men a wooden placard can
               be seen on the cabin bulkhead. Carved into it are the words:


                         (taking Tom's hand) 
                         I am Captain Stone.

               MED. SHOT - Captain and Tom. The two men look at each other
               for a brief moment. There is appraisal in the Captain's
               glance; some uncertainty and nervousness in Tom's. Finally
               the Captain smiles.

                                   CAPTAIN (cont'd)
                         I chose you, Merriaim. I don't
                         regret my choice.

                         Thank you, sir.

                             (as if he had not even
                              heard Torn)
                         I looked, up the records of all the
                         training-ship graduates. You seemed
                         the most likely man for me. Do you
                         know why?

               Tom shakes his head.

                                   CAPTAIN (cont'd)
                         Your history could have been my
                         own at your ago -- an orphan,
                         serious, hard-working, anxious to
                         get somewhere. We'll get on, you
                         and I.

               The boy smiles; very pleased.

                                   CAPTAIN (cont'd)
                         I like a good ship, a clean ship,
                         an obedient ship. As third Officer,
                         you have a certain authority. Use
                         it well and the Altair will bo that
                         kind of ship.

                         I'll do everything I can.

                             (letting his hand drop
                              from the boy's
                         And now you'd better go to your
                         quarters — get yourself ready for

               Tom moves toward the door. The Captain accompanies him. Near
               the door an electric light Is burning in a fixture set into
               the bulkhead. A covey of moths flutter and dodge around the
               light, Tom, almost automatically, lifts both his hands to
               catch and kill one. The Captain catch hold of his sleeve,
               restraining him.

                                   CAPTAIN (cont'd)

               Torn turns to look at him.

                                   CAPTAIN (cont'd)
                         You haven't the right to kill that
                         moth. Its safety doesn't depend on
                         you. No right.

                         (interrupting; puzzled) 
                         I'm sorry. I don't understand.

                         Never mind. I'll explain some time.
                         We've a long voyage ahead of us.
                         That's the nice thing about long
                         voyages —- time for talk -- time
                         for friendship —-
                             (he pauses)
                         You'll find your cabin on the main

               Tom steps out onto the boot deck.

               THE BOAT DECK - NIGHT

               Tom comes out of the Captain's office, closes the door behind
               him and starts down the ladder to the main deck.

               THE MAIN DECK - NIGHT

               Tom descends the ladders and starts down the deck in search
               of his cabin. Raphael, the steward, is coming in the opposite
               direction, a pile of linen In his arms,


                         Yes, sir.

                         My nene is Merriam. I'm the new

                         Your quarters are right over here.
                         Mister Merriam.

               He indicates a door to the left, and Tom crosses over and
               opens the door.

               INT. TOM'S CABIN - NIGHT

               SHOOTING THROUGH the doorway, between the two men, the CAMERA
               SHOWS Tom's cabin. The berth is unmade, blankets and sheets
               in great disorder. Tom turns to Raphael.

                         The berth isn't made up.

               Raphael stands staring at the berth, as if perhaps he did not
               like to look at it, or as if the berth had some hidden
               significance. With his deadpan, which never relaxes into a
               smile just as it never contracts into a frown, he answers,
               smoothly and politely:

                         Sorry, sir. I haven't ha a chance
                         since Mr. Lingard. died. He was the
                         last Third Officer.

               Tom looks at the berth and then at Raphael.

                         He died in this berth?

                         That's right, sir. He had such
                         convulsions, he would have died on
                         the floor if he hadn't been held on
                         the berth.

               Tom is silent. He goes into the room. The steward follows

                                   RAPHAEL (cont'd)
                         It seemed more proper for him to
                         die there than on the floor, sir.

                         (exclaiming, his voice subdued)
                         What was the matter with him?

                         I don't know, sir. But he didn't
                         want to die. He was always telling
                         funny stories.

               Tom shrugs.

                             (points to the berth)
                         Well --- make it up. Can you change
                         the blankets as well as the sheets?

               Raphael nods.

                                   TOM (cont'd)
                         And open the porthole. As soon as
                         we're under way we'll get some air
                         in here.

                         Yes, sir. We'll be pushing off in
                         an hour, sir.

               Tom glances at the berth as he starts undoing his coat



               A CLOSEUP of Boats, the bo'sun's face, underlit by the light
               coming up from the forecastle, as he brings two fingers up to
               mouth, blows and emits a piercing whistle,


               MED. SHOT. He leans down to peer into the forecastle. From
               below comes the sound of a strange melody being played on a

                         On deck you guys! The Captain
                         wants a look at you. 
                             (in a sing-song tone)
                         Rise and shine for the Dunham Line.
                         I don't mean one, I don't mean two.
                         I mean the whole sweet bellboy

               There is a shout of laughter from below and the men begin
               coming up by ones and twos, dark hulking silhouettes coming
               up out of the light. Talking and laughing they go past the
               boatswain. The last of the men seems to have come up on deck,
               but still the music of the bagpipes continues. The bo'sun
               looks down the hatch,

                                   BOATS (cont'd)
                         Hey, you ,Scotty, can that music.
                         On deck.

               A curly-haived seaman, with a swarthy complexion, comes up
               the companionway and stands for a moment in the light. This
               is Peter. The bagpipes are still under his left arm. He
               flashes white tooth in a broad grin.

                                   BOATS (cont'd)
                             (starting aft)
                         Come on, Scotty.

                         (falling into stop with him)
                         I ain't Scotch, Boats. I'm Greek.
                             (holding up the bagpipe)
                         It's only the Greeks can play those
                         things good. In the home country,
                         we play them to the sheeps.

               The CAMERA BEGINS TO PAN WITH as they start aft toward the
               break of the well deck.

                             (as they walk)
                         Sheeps! You'll get all the sheeps
                         you want. We're going to
                         Patagonia for a full sheep cargo
                         —- sheep hides, mutton, tallow —
                             (making a grimace and
                              holding his nose)
                         -- we even bring back the smell
                         of the sheep.

               They have come up to where the other men are standing near
               the main hatch in an irregular semi-circle. The dock is
               illuminated by a hanging light near the starboard ladder
               leading to the boat deck. Boats looks up.


               The Captain, and Mr. Bowns, the First Officer, are standing
               at the head of the ladder. Bowns, an ordinary-looking man,
               perhaps a little more serious than most, is dressed in a
               dingy serge uniform without either collar or tie. Tom has
               changed to his working clothes, dark trousers, dark sweater
               and an officer's cap.

                             (to Tom)
                         You and Mr. Bowns had better have
                         a look at the crew.

               Bowns has already started for the ladder.

                         (turning back to Tom) 
                         Come on, Merriam.

               Tom starts after him.

               EXT. WELL DECK - NIGHT

               Bowns, followed by Tom, descends the ladder to the well deck.
               Boats, with his men before him, stands on the hatch cover,
               pulling a folded bit of paper from his trouser pocket. Bowns
               goes all the way down the ladder and stands beside it. Tom
               stops about three steps up the ladder. Bowns nods to the

                         Go ahead, Boats.

               The boatswain begins reading the roll from the bit of paper
               in his hand. The reading of the roll goes quickly.

                         Ausman,	Jack.


                         Benson,	William.


                         Burch,	Harry


                         Carter,	Claude


               Louie whistles at the name, "Claude." The men laugh.

                         Pipe down, there... Corbin, John -

                             (interrupting the roll
                              call to call up to the
                         I've shipped with this man
                         before. He's a good seaman, sir.

                         Thank you, Mister.

                         Farnham, Ed -


               During the roll-call, Louie continues to pantomime his
               reaction to the name, "Claude." The men around him are
               amused, but under the eyes of the officers, are somewhat

                         Hauser, Frank -


                         Lindstrom, Pavlo -

               The Finn raises his hand, but the bos'n, intent on the paper,
               does not see it.

                                   BOATS (cont'd)
                         Pavlo Lindstrom - 

               Louie indicates the Finn's upraised hand.

                         He ain't askin' any questions,
                         teacher. The guy's a dummy.

               The bos'n jerks his head up and is about to retort, but Bowns
               comes in first.

                         A Finn! Watch the man, Boats. I
                         don't want any trouble on this

               The Finn is motionless. After a quick glance, the bos'n

                         McCall, Tom -


                         O'Connor, Jack -


               The bos'n looks at Louie.

                         Parker, Louis -

                         Here, teacher.

               Boats gives him a hard look, but goes on.

                         Radd, William -

               Billy Radd, a Negro, raises his hand.

                          I'm Billy Radd From Trinidad.

                         Pipe down, you!
                             (resuming the roll call)
                         Jensen, George.

               There is a short silence.

                                   BOATS (cont'd)
                         George Jennsen -
                             (tries another

               Still no answer.

                                   BOATS (cont'd)
                         Vaughn, Jack -


                         Waite, Leonard -


               The bos'n puts the list back in his pocket, and turns t o B

                         Everybody here, sir, - except

               He looks toward the forecastle.

                         Maybe in the foc'sle.

                             (to Bowns)
                         George was right next me when we
                         came out the foc'sle.

               Bowns cups his hands before his mouth and bellows.

                         Jennsen! George Jennsen!

               There is no answer. In the silence that follows the echo of
               the mate's shout, Tom reaches up and takes hold of the lamp
               just above his head. He swings it forward to extend the
               periphery of the light. The pool of lamplight oscillates,
               extends in a long sweep, then comes swinging back. As the
               lamp itself comes swinging back to him, Tom grabs it and
               gives it another and a stronger heave. The light races
               forward again, goes on past the limits of its last sweep, and
               illuminates for a brief moment the figure of a man prone on
               the deck. Then the lamp comes swinging back. The men,
               exclaiming in hushed tones, start forward.

               EXT. WELL DECK - NIGHT

               The body of George Jennsen as the men gather around. One of
               them has a small flashlight and the wavering beam of this
               light illuminates the scene. Bowns, with Tom at his heels,
               comes through the men and kneels to examine the fallen man.
               With the aid of John, he turns the body over, examines the
               eyes, feels the pulse. The men watch him intently. Finally he
               straightens up and looks off toward where the Captain stands
               on the main deck,

                         Captain, I don't get any pulse. I'm
                         afraid the man's dead.

               EXT. MAIN DECK - NIGHT

               Captain Stone, standing at the head of the ladder, looks down
               to where Bowns and the others are grouped about the dead man.

                         Most likely heart failure, Mr.
                         Bowns. He was an old man.

               He turns away.

               EXT. WELL DECK - NIGHT

               CLOSE SHOT OF THE FINN -

               He stands looking down at the body before him. Tom Merriam
               stands quite near him.  He too is looking at the body. The
               CAMERA shoots past Tom's profile to take in the Finn's

                         The man is dead. The waters of the
                         sea are open to us. With his blood
                         we have bought passage. There will
                         be the agony of dying and another
                         death before we come to land again.
                         Men's lives are the red coin thrown
                         into the sea so that we may come
                         and go across the waters.

               As his thoughts find expression on the SOUND TRACK, the
               Finn's eyes go to Tom's earnest young face. Tom continues to
               look down at the dead man.

                                                       FADE OUT

                                                       FADE IN

               STOCK SHOT - a bow view of a freighter steaming through fog
               (the same STOCK SHOT as was used behind the Main Title).

                                                       QUICK DISSOLVE 

               A freighter's bow going through wraithlike fog.

               THE TAFFRAIL - DAY - (FOG).

               On the taffrail, preparing, to stream the log, are John, the
               Finn and Ausman. Tom, his watch in his hand, is supervising
               the operation. The line runs off the reel at a quickening
               pace. The red tab which marks the end of the stray line
               passes over the taffrail.

                         Mark. Stray line out.

               Tom looks at his watch with the air of one making a mental
               note, lie turns to go.

               TAFFRAIL - DAY - (FOG)

               ANOTHER ANGLE -

               Transparency background. The new angle reveals the fact that
               Captain Stone has been watching this operation, and also
               shows that the boat is steaming slowly past the lighthouse at
               the end of the San Pedro breakwater. The lighthouse, and the
               sea wall are lightly veiled with fog. The Captain falls unto
               step beside Tom. CAMERA DOLLIES with them as they walk toward
               the ladder leading to the after well deck.

                         We streamed the log at exactly

               CAPTAIN Fine.

                                   TOM (cont'd)
                         It seems good to get going. I heard
                         one of the men putting it another
                         way -- I heard him say, "The ship
                         comes to life at sea."

                         I suppose that's the way all
                         sailors feel. It's good to go to
                         sea for a sailor — and even better
                         for an officer.

               They have reached the ladder, and the Captain pauses for a
               moment before beginning the descent. He breathes deeply.

                                   CAPTAIN (cont'd)
                         It's a good feeling. In San Pedro
                         I was just another captain -- at
                         sea, I am the Captain.

               He looks off for a moment and then begins climbing down the
               ladder. Tom follows.

               AFTER WELL DECK - DAY

               MED. SHOT - Louie and Jim. Jim is helping Louie coil down a
               large cable.

                         It has to be coiled with the sun.
                         It's a law of the sea.

                         What difference does it make which
                         way the rope is coiled, huh?
                         How can they have a law about it —
                         there ain't no cops.

               Louie looks at him with an air which displays disgust,
               amusement and the most snobbish sort of superiority.

                         You say you used to be a veterinary
                         — is there two ways to milk a cow?

               Jim shakes his head.

                                   LOUIE (cont'd)
                         Well, there's only one way to coil
                         a rope. It's a law.

                         That ain't law. If you break a law,
                         you get arrested. If you milk a cow
                         the wrong way, she kicks. If you
                         coil a rope the wrong way, it can't
                         kick. I believe in logic.

                         Aboard ship you'd better believe in
                         the Captain and forget logic. You
                         coil a rope the wrong way once —
                         and you'll find out. The Captain
                         has more law at sea than any guy on
                         land has got — even the King of —
                         of Siam — or the President of the
                         United States. A Captain can marry

                         Not me. I had a wife.

               While these men have been talking and working, the Captain
               and Tom have passed by in the near background and started up
               the ladder leading to the main deck.

               EXT. MAIN DECK - DAY - (FOG)

               DOLLY SHOT of the Captain and Tom as they walk forward on the
               starboard main deck.

                             (continuing conversation)
                         ...No, sir, I don't feel any
                         different. When I was on the
                         training ship, I was a cadet. Now
                         I'm an officer. But somehow I don't
                         feel different.

                         You should.
                         It's all the difference between
                         being a boy and being a man. It's
                         more than that. It's the difference
                         between being a man and being an

                         I know, but somehow I can't believe
                         yet that I'm an officer - I passed
                         my examinations, I'm qualified, but
                         still I haven't that feeling you
                         speak about — the feeling of

                         You'll learn it — you'll even learn
                         to take great joy in it.

               This conversation has brought the two men as far as the
               ladder leading to the boat deck. At the foot of the boat
               deck, Billy and Peter are lashing the gangway to the rail.
               When the officers have passed them, Peter stops work and
               holds his hand to the right side of his abdomen. Bill looks
               up, grinning.

                         You sea sick?

                         I've never been sea sick — the
                         Poppa rocked me in his arms when I
                         was baptized. That's the way you
                         keep a good Greek kid from getting
                         sick at sea.

                         What's the matter with your belly,

                         It hurts.

               EXT. BRIDGE - DAY - (FOG). - (PROCESS)

               The Captain and the boy come up the ladder and stand in the
               open wing of the bridge. Forward they have a beautiful view
               of the ship's bow as it rises and falls over the long
               oncoming swells. The horizon is limited by the light fog.

                         She's a beautiful ship, Captain — a
                         beautiful ship for a first berth.

                         She's a beautiful ship to command.

               The Captain turns and goes into the wheelhouse.  Tom follows
               him in.

               EXT. AFTER WELL DECK - DAY - (FOG)

               Louie and Jim have finished coiling down, but they have not
               finished their argument about law. Louie makes his final

                         By the time we get to the three
                         mile limit, there ain't no other
                         law but the Captain.

               Jim looks off, presumably in the direction of the breakwater

                         We should be out about that far

               Louie nods•

               EXT. BOAT DECK - DAY - (FOG)

               Tom comes down the ladder from the bridge and begins walking
               aft in a most businesslike way. As he passes the open door of
               the radio shack, a voice calls out to him.

                                   SPARKS' VOICE
                         Hi, Tertius.

               Tom stops and turns as Sparks, a young good-looking fellow
               some years older than the Third Officer, comes to the
               doorway of the radio shack.

                         I 'm Sparks.

                         What'd you call me?


                         What's that mean?

                         You share Bill Shakespeare's lack
                         of knowledge -- no Latin and less
                         Greek. Tertius, my ignorant friend,
                         means third, and you're the Third

               Tom grins.

                         I suppose it would be a big help to
                         give deck orders in Latin.

               Sparks grins.

                         It isn't much use on the radio
                         either. Come on in.

               Tom accepts his invitation and turns into the radio shack.

               INT. RADIO SHACK - DAY

               Sparks seats himself on the edge of the desk containing the
               keyboard and other apparatus, and motions to Tom to take the
               chair. Tom sits down. Sparks passes him a crumpled package of
               cigarettes. Tom takes one. As they go through the business of
               lighting up, they talk.

                             (settling himself in the
                         It's a relief to find someone
                         aboard I can talk to. I've been
                         doing nothing but saying 'yes
                         sir' all morning.

                         The Captain?

               Tom nods.

                                   SPARKS (cont'd)
                         Me — I take the Captain cum
                         granus salus.

                         Remember, I'm like Shakespeare —

                         (explaining, off-handedly)
                         With a grain of salt.

                         I like the Old Man. He seems a good

                         I've sailed with him before.

                         No, I mean it. I like the way he
                         talks — the things he has to say.

                         I don't know — I just stick to my
                         job here. I don't mix with the
                             (breaking the
                         But I'll be glad to teach you Latin
                         — or take some money away from you
                         at cards.

                             (getting up)
                         I'll look in on you after my watch.

               He starts for the door.

               EXT. FORWARD WELL DECK - DAY (FOG)

               The cargo boom has been, cocked up, and from it hangs a heavy
               steel cable, with an enormous hook at the end. Under the
               direction of Boats, two members of the crew have begun
               painting this hook with aluminum paint. Tom, on his way
               forward, stops for a moment to watch the work.

                         The Captain thought it might be a
                         good idea to paint this while we've
                         a flat sea.

               Tom nods, looks at the hook and looks aloft, then walks

                                   BOATS (cont'd)
                         Come on, boys, slap it on -— and no

               The men begin painting with a will.


               STOCK SHOT - the ALTAIR sailing over a flat sea - DAY.

               INT. WHEELHOUSE - DAY

               Tom is standing his watch. The Finn tends the wheel. The
               ship's clock sounds eight times. The Finn reaches up and
               rings the ship's bell eight times, almost in echo. Ausman
               comes onto the bridge. The Finn points out the course on the
               binnacle compass.

                             (slapping the Finn's back)
                         Okay, I gotcha. Sou'west by south,

               The Finn nods. The Captain goes onto the bridge. Tom nods to

                         Everything gone well on your watch,
                         Mr. Merriam?

                         Everything's fine.

               Tom looks forward and down, then turns to the Captain.

                                   TOM (CONT'D) (cont'd)
                         But I think I'll have that cargo
                         hook secured before I go below. We
                         might run into a sea.

               EXT. WELL DECK - DAY

               As seen from the bridge, SHOOTING between Tom and the

                         That's fresh paint, Mr. Merriam. A
                         rope will mar it. I like a neat

                         Yes, sir.

               MED. CLOSE SHOT - Tom and the Captain. The Captain turns to
               look ab the binnacle, and Tom goes out onto the bridge. He
               starts down the ladder.

               EXT. WELL DECK - DAY

               Two men, under Boats' direction, are picking up their paint
               pots and brushes and generally tidying up before quitting
               work. The huge cargo hook gleams whitely silver in the later
               afternoon sunlight, swinging very gently at the end of the
               long cable, only an inch or two each way. Tom comes into the
               scene, walks up to inspect the hook. It sways gently toward

                         Watch out for the paint, mister.

               Tom steps back half a step.

                                   BOATS (cont'd)
                         You want that hook stoppered,
                         mister? It might be hard to do in
                         a sea way.

                         No, Boats, not yet. Paint's too

               Boats looks at him quizzically.

                             (shrugging his

               Tom turns and starts aft for the bridge. The boatswain
               continues to look at the hook, glances aloft, then down
               again, and shakes his head,

               EXT. MAIN DECK - DAY

               The Captain is slowly pacing astern. Tom comes up from the
               ladder and quickens his step to overtake him.

                         Excuse me, sir.

               The Captain turns, smiling.

                         It's about the hook, I presume.

               Tom is taken a little bit aback. He nods.

                                   CAPTAIN (cont'd)
                         The paint's still wet, isn't it?

               Tom nods again.

                                   CAPTAIN (cont'd)
                         I told you I like a neat ship.
                         It's ray watch, and if there's
                         any danger, Mr. Merriam, I'll
                         make certain the hook is secured.

               He turns and walks aft, leaving Tom staring after him. 

                                                         DISSOLVE OUT

                                                          DISSOLVE IN

               INT. WHEELHOUSE - NIGHT

               A seaman is at t;he wheel and the Captain stands behind him.
               Both their faces are lit from the binnacle light of the
               ship's clock. It strikes four bells and the helmsman repeats
               the strokes on the bell. From the fo'c1slehead, four bells re
               echo as the lookout sounds them. Then his voice can be heard.

                                   LOOKOUT'S VOICE
                         Four bells -- and lights are


               Tom and Sparks are leaning against the bulwark looking out to
               sea. As the last note of the lookout's shout fades away, both
               toss their glowing cigarette ends into the sea.

                         Better turn in, Tom, and get some
                         sleep before your watch.


               They both turn toward the midship section and start walking.
               There is a gentle movement of the ocean and the boat is
               rolling slightly. Suddenly, white and spectral, the painted
               cargo hook comes swinging out of the darkness. Sparks steps
               quickly to avoid it. He looks at it as it swings back into
               the midship darkness.

                         Don't you deck officers have any
                         regard for life and limb?

                         That's all right.

                         All right? You fellows could kill a
                         guy with that. Better tie it off.

               EXT. MAIN DECK - NIGHT

               The Captain is standing at the starboard ladder looking down
               into the well deck. It is obvious he can hear the
               conversation of the two men.

                                   TOM'S VOICE
                         It's freshly painted — We don't
                         want to mar the paint.

               The Captain smlies.

               EXT. WELL DECK - NIGHT

               DOLLY SHOT of Tom and Sparks as they come up to the foot of
               the ladder.

                         You'll mar somebody's skull unless
                         you do something about it.

                         I'll speak to the Captain.
                         (starts up the ladder)

               EXT. MAIN DECK - NIGHT

               Tom climbing the ladder gets to a point where his head has
               reached the deck level. He sees the Captain standing some few
               feet aft.

                         Excuse me, sir.

                                   CAPTAIN (TURNING)
                         If you're going to discuss the
                         cargo hook with me, Merriam, I have
                         already given you my considered
                         opinion as t o the danger involved.

               He turns on his heel. Tom climbs the rest of the way to the
               main deck.


               EXT. FO'C'SLE HEAD - NIGHT

               The lookout, bundled in pea-jacket and watch cap, is huddled
               up in the bow, looking forward. A wind is blowing. As he
               stands, a sea splashes against the plates of the bow and
               blows a white shower of foam past him.

               Behind him there is the resounding ring of metal as some
               heavy object strikes the steel sides of the bulwarks. He
               turns and starts walking aft on the fo'c'sle head, pulling an
               electric torch from his pocket.


               SHOOTING FORWARD PAST the swinging hook, the lookout's figure
               is outlined against the night sky on the fo'c'sle head. The
               beam of his searchlight plays on the hook.

                         Ahoy — the bridge,

               THE BRIDGE - NIGHT

               REVERSE SHOT. A window in the wheelhouse is thrown open. The
               helmsman leans out.


               The lookout shouts again.

                         The hook —

               He turns on a flashlight and with its beam points out the
               swinging hook.

               INT. TOM'S STATEROOM - NIGHT

               Tom is sleeping. There is very little light in the room. The
               radium-treated dial of his watch hung up on a hook beside his
               berth can be seen plainly, faintly glowing. The wind puffing
               through the open porthole blows the short curtain stiffly
               Into the room. Tom stirs restlessly. Finally, he awakens. He
               gropes for a match box, strikes a match, holds it up to
               illuminate the telltale compass and list indicator over his
               berth. The list indicator is swinging violently from side to
               side. Tom blows out the match and listens. Faintly, he can
               hear above him the sound of shouting and the running back and
               forth of men's boots on a steel deck. He jumps out of bed.

               EXT. WELL DECK - NIGHT

               A LONG SHOT taken from the bridge. A floodlight has been
               turned on. The well deck is brilliantly lit. Through the
               broad bar of light, the hook swings violently. Men can be
               seen running about trying to pass a rope around it.

               CLOSER SHOT. Two of the men, each holding an end of a line,
               attempt to pass the bight of the rope around the hook by
               circling it in opposite directions. John, crouched by the
               bulwark, watches closely.

                         Look out! Heads!

               The hook swings toward one of the two men. He promptly falls
               to his face on the deck and the hook goes over his body. The
               other man scuttles to safety.

               MED. LONG SHOT. The men retreat to a position outside the
               range of the hook. John runs across the deck to join them.
               They stand talking excitedly. From above, a voice bellows.

                                   CAPTAIN'S VOICE
                         John! John!

               The men turn and look up.

               THE BRIDGE - NIGHT

               MED. CLOSE SHOT. The Captain on the wing of the bridge with a
               speaking trumpet in his hands. He shouts through it.

                         You men, there — get in and get
                         that hook!

               EXT. WELL DECK - NIGHT

               MED. CLOSE SHOT - the three seamen.

                             (to the other two sailors)
                         Make fast this line here. I'll pass
                         it around the hook.

               The two men take one end of the line. John takes the other
               end and starts running off with it.

               SHOT of John running toward the hook.

               SHOT of the hook knocking the ship's boat to flinders.

               SHOT of John throwing himself on the deck as the hook swings
               over hia head and knocks away a section of the rail.

               SHOT of John leaping on the plunging rail, as a dollop of
               water sweeps over the rail -- crest of a giant wave -- as the
               hook describes an arc, sweeping close to him.

               SHOT of Raphael and Cook staring from galley entrance.

               SHOT of crew members looking. Tom comes to the edge of the
               main deck and looks down. He has hastily thrown on a sweater,
               trousers and sneakers. John, crouched, waits for the hook to
               reach the extreme limit of its swing. As it pauses in mid
               air, he reaches forward and passes the rope in such a way
               that when the hook falls back, it falls back against the
               bight of the rope.

               CLOSE SHOT of John bracing himself against the weight of the
               hook. It pulls him across the deck. As he reaches the hatch
               cover, he is forced to let go of the rope end. It sweeps

               EFFECT SHOT as the hook swings toward the two other sailors.
               They leap out of its way.

               SHOT of the hook as it swings out again toward John. It
               strikes the mast, deflects and almost hits him. John,
               crawling along the deck to pick up the rope end again,
               crouches waiting for the hook to reach the extremity of its
               range. This time, he runs forward before the hook can begin
               its return swing and manages to throw a loop around the hook
               end itself. Again he braces himself, holding hard.

               SHOT of Tom running down the ladder.

               John still straining against the pull of the hook, looks off
               momentarily, shouts a warning.

                                   JOHN (cont'd)
                         Look out, Mister! Look out!

               LONGER SHOT of Tom running in front of the hook in order to
               reach John. The hook barely misses him.

               CLOSE SHOT of John an Tom runs in and tails on to the rope.
               The two men pull it across the deck - there is a violent jerk
               as the hook begins to swing the other way. Before it can
               gather new momentum, they snub the rope around the corner of
               the hatch. The hook is under control. The two men stand
               shaking, exhausted.

               EXT. BRIDGE DECK - NIGHT

               FULL SHOT of the Captain as he looks down at Tom and John and
               calmly gives his order.

                         Put a stopper on that hook, Mr.



               The engineer and deck officers, with the exception of Bowns,
               who is on watch, are finishing breakfast. As the scene opens,
               the chief engineer pushes his chair back from the table,
               stretches, says:

                                   CHIEF ENGINEER
                         Well, boys — back to the black hole
                         of Calcutta.

               The other engineer officers got to their feet amid a great
               scraping of chair legs and shuffling of feet. One or two 
               hastily gulp the remains of their coffee as they are getting
               up. Finally, all of them have filed out of the dining salon,
               leaving the Captain and Tom. The Captain is at the head of
               the table; Tom is seated near the foot of the table. He goes
               on quietly drinking his coffee, avoiding the Captain's gaze.
               The Captain lights a cigar, takes a few contemplative puffs,
               leans his elbow on the table and addresses Tom.

                         What are you thinking about, Mr.

               Tom turns toward him and seems to grope for words.

                                   CAPTAIN (cont'd)
                         I think I can toll you. You're
                         thinking about the hook. You've
                         made up your mind I was
                         negligent. That's about it --
                         isn't it?

                         (facing him) 
                         Yea, sir. I was thinking that.

                                   CAPTAIN (PLEASANTLY)
                         You have no right to think that,
                         you know. The responsibility is

                             (growing a little
                         I don't see that, sir. I warned
                         you about the hook. I told you
                         twice about it.

                             (still pleasantly)
                         Exactly. That's what I referred to.
                         You almost forced me into a
                         position where I had to show my
                         authority even though it put me in
                         the wrong.

                             (after a moment)
                         I'm sorry -- I didn't see it that
                         way. But granted that I was wrong,
                         sir, I don't see how you dared to
                         risk the lives of John -- the other

               The Captain looks at him, takes a long drag on his cigar and
               calmly blows out the smoke before replying.

                         The lives of the crew? I have
                         rights over their lives, Mr.
                             (pauses to sip his coffee)
                         You'll recall when you first came
                         to my office -- you wanted to kill
                         a moth and I stopped you. You
                         remember what I said?

                         Only vaguely. I didn't understand.

                         I'll explain now. I told you you
                         had no right to kill the moth. That
                         its safety did not depend on you.
                         But I have the right to do what I
                         want with the men because their
                         safety does depend on me.
                         I stand ready any hour of the day
                         or night to give my life for their
                         safety and the safety of this
                         vessel -- because I do, I have
                         certain rights of risk over them.
                         Do you understand?

                         Yes -- I think I understand.

                         It's the first thing you must learn
                         about authority.

               Tom nods thoughtfully.

                                                       FADE OUT

                                                       FADE IN

               EXT. FO'C'SLE HEAD - DAY

               SHOT of Peter and Jim, Peter, nude to the waist, is lying a
               little on his right side on the deck, and Jim is rubbing the
               left side. Jim is sweating and acts tired. He picks up a big
               bottle and pours liniment on his hand and resumes rubbing.

                         This liniment shoulda penetrated by
                         this time, Peter. It always worked
                         like magic on cows and horses, and
                         it was the only stuff that ever
                         cured my old man's lumbago.

               There is a pause while Jim rubs, but slower.

                                   JIM (cont'd)
                         Of course, it's the liniment plus a
                         kinda hypnotism or something I got
                         in my hands.

               Jim stops rubbing, sweating and exhausted. Peter lies with
               his eyes closed.

                                   JIM (CONT'D) (cont'd)
                         How is that? You feel okay now,
                         don't you?

               Peter opens his eyes and speaks quite calmly,

                         It's the other side, where the pain
                         is, Jim.

               Jim's mouth opens as he stiffens in surprise and disgust.

                         You mean to tell me you've just
                         been laying there letting me work
                         on this side, when it was over
                         here? You --

               As he speaks, Jim pokes a forefinger not too gently into the
               right side of Peter's abdomen. Peter reacts with a groaning
               shriek of agony, a violent convulsive movement, stiffens, and
               relaxes in a faint, Jim stare a down at Peter's face, shakes
               him, and Peter's head rolls like a rag doll's. Jim looks
               around scared. He sees Tom come up the ladder to the fo'c'sle
               head. He calls out to him.

                                   JIM (cont'd)
                         Mr. Merriam!

               Tom saunters over.

                                   JIM (cont'd)
                         I was working on him — I touched
                         him here — 
                         (points to the place) 
                         — and he passed right on out.

                             (kneels down)
                         Has he complained of pain here?
                         (touching the spot

               Jim nods. Tom looks thoughtfully at Peter's abdomen —
               shakes his head.


               INT. RADIO SHACK - DAY

               CLOSEUP of ether cone. Under this shot, comes the sound of a
               voice speaking on the radio -- harsh, rasping, businesslike.

                         Panama calling Altair--
                         Is the patient under anesthetic?

                                   SPARKS' VOICE
                         Altair calling Panama. Patient
                         asleep, breathing very heavily.

               With the sound of Sparks' voice, the CAMERA begins to DRAW
               BACK in order to reveal the radio room, with the Captain, Tom
               and Sparks, and Peter lying on a table with his abdomen
               exposed. The Captain stands at the right side of the table,
               with a scalpel in his right hand. There is a cone over his
               face, and Tom stands in back of him dripping ether from a can
               into the cone. Sparks is at his radio apparatus.
               The two amateur operators have their heads swathed in towels,
               their mouths muffled in towels, and wear cooks' aprons
               borrowed from the cook. They wear rubber gloves. They are
               tense and nervous as the Voice continues.

                         If the patient is completely
                         anesthetized, you may proceed. Are
                         you ready?

               Sparks looks over at the Captain. The Captain nods.

                         Altair to Panama -- we are ready.

               Tension grips the three men. The Captain stands immobile.
               Sparks fusses with his apparatus. Tom continues to slowly
               pour the ether over the cone. The patient breathes

                         Panama to Altair -- Captain Stone
                         will bring his right hand to the
                         point which we have already
                         established as the region of the
                         appendix. Place the point of the
                         scalpel exactly on this spot --

               CLOSE SHOT of hand and scalpel moving into position.

                                   VOICE (cont'd)
                         -- make the incision -- incise to a
                         depth of one quarter inch -
                         continue with the incision
                         vertically -- four inches.

               The hand and the scalpel do not move.

               MED. CLOSE SHOT of Captain Stone as he stands motionless
               looking down at the patient.

                                   VOICE (cont'd)
                         Have you made the incision?

               MED. FULL SHOT showing the four men in the cabin. Sparks and
               Tom are looking at the Captain. He does not move. The radio

                                   VOICE (cont'd)
                         Panama to Altair -- have you made
                         the incision? Have you made the

               CLOSE SHOT of the Captain, His face is strained, perspiration
               beads his brow. He stands as if paralyzed.

                                   VOICE (cont'd)
                         Altair -- Altair -- have you made
                         the incision?

               GROUP SHOT. Sparks looks at the Captain, looks at Tom, and
               then turns back to his instrument.

                         Altair to Panama -- wait a minute --
                         we're not ready yet.

               TWO SHOT - Captain and Tom. Tom leaves the patient's head,
               comes up and stands beside the Captain. Almost
               simultaneously, his hand moves to take the scalpel and the
               Captain's hand moves up to offer it to him. Obviously
               relieved, the Captain steps back, slumps down on a bench next
               to the bulkhead. Tom takes his place. He nods to Sparks.

               MED. FULL SHOT - the Captain. Sparks is turning to his

                                   SPARKS (cont'd)
                         Altair to Panama --we are ready --
                         please repeat.

               CLOSE SHOT of Tom's face and shoulders.

                         Make an incision a quarter of an
                         inch deep -- four inches on the
                         vertical line already described.

               We see Tom's face and the hunch of his shoulders react to the

               CLOSE SHOT.

                         Altair to Panama- the incision has
                         been made.

                         Tie off the severed blood vessels
                         as previously directed -- the
                         acting nurse will keep the area
                         clean --

               EXT. WELL DECK - DAY

               The men are seated on and around the hatch. Louie has Peter's
               bagpipe under his arm and is vainly trying to play it. John
               speaks to him.

                         You're not doing so good with that.
                         The Greek says you gotta be a Greek
                         to play on it.

                         How do I know I aint?

                             (indicating the bagpipes)
                         How do you know you ain't gonna
                         catch appendicitis from it.

               Louie hastily removes the mouthpiece from the instrument,


                         I heard it's catching,

                         Aw --

                         (with a glance toward the radio
                         I wonder how they're getting on.

                         Me, I got magnetic hands -- healin'
                         hands -- and still, I wouldn't want
                         bo be in the Captain's shoes,

                         (still looking aft)
                         It ain't easy.

               Louie moves nervously,

               INT. RADIO ROOM - DAY

               Sparks, Tom, the Captain, and the unconscious patient lying
               on the table. Sparks is talking into the instrument. He has
               his earphones on. The Captain is standing somberly by.

                         Hello, Panama. Hello. Government
                         Hospital, Panama. Dr. Ostglow.
                         Steamship Altair. Radio Operator
                         speaking. Hello, Doctor. Patient is
                         breathing normally. Heartbeat good.
                         Thank you Dr. Ostglow. We will
                         continue to follow instructions.
                         The compliments of Captain Stone,
                         and thank you again. Altair signing

               At the end of this speech, Captain Stone quietly exits,
               leaving Tom, Sparks, and the patient.

                                   SPARKS (cont'd)
                         Tertius — well done -- You're a
                         gent -- and you'll be a scholar if
                         you hang around me,

                         Give me a cigarette.

               Sparks gives him a cigarette, a light, and goes over and
               looks down Into Peter's face. Now that the ether cone has
               been removed, the patient is breathing more quietly,

                             (quite reverently)
                         He'll live -- God willing --
                             (he pauses)
                          -- and no thanks to the Captain.

                         Sparks --

               Sparks looks at him.

                                   TOM (cont'd)
                         Let's not say anything about this.

                         What do you mean?

                         I mean -- let's not tell anyone
                         the Captain didn't do the

                         You're crazy!

                         But, you know how it is. Some guys
                         don't like the sight of blood --
                         and things like that.

                         Okay --If you want it that way. But
                         me, I'd like to hear the next
                         conversation you have with the
                         Captain -- one of those talks he
                         gives on authority.

                                                         DISSOLVE OUT

                                                       DISSOLVE IN

               EXT. BRIDGE - DAY

               It is noon. The Captain is shooting the sun. Tom stands
               beside him, his watch in one hand, and a small pad and pencil
               in the other. The Captain moves the sextant arm until he has
               the sun on the horizon.


               Tom returns his watch to his pocket and makes a notation on
               his pad. The two men turn and walk silently into the

               INT. WHEELHOUSE - DAY

               Tom and the Captain walk through on their way to the

               INT. CHARTROOM - DAY

               The Captain seats hi:n.3elf at the little desk and proceeds
               to arrange paper and pencils to suit his taste. Tom gets down
               a big book of logarithms and brings it to the Captain. The
               Captain begins to figure. Tom stands silently watching him.
               After a moment, the Captain lays down his pencil and swings
               around in his chair to face Tom.

                         Mr. Merriam, I'd like to thank you
                         for yesterday.

                         That's all right, sir.

                         I'd like to thank you --- and I'd
                         like to explain.

                         A lot of people are squeamish about
                         blood --

               Captain silences him with an upraised hand.

                         I am not squeamish, Mr. Merriam,
                         and I am not afraid of anything but

               He stands up in order to face Tom more squarely.

                                   CAPTAIN (cont'd)
                         That is why I did not go through
                         with the operation. I am a sea
                         captain. I know my profession. I am
                         not a doctor, and I could have
                         failed. You see that, don't you,

               The Captain reaches out and puts his hand on Tom's shoulder
               in a friendly way. This, and the use of Tom's Christian name
               for the first time, bring a false sense of intimacy into the
               scene. Tom slowly nods in response to the Captain's question.
               The Captain smiles.

                                   CAPTAIN (CONT'D) (cont'd)
                         I knew you would see it. I knew
                         you'd see it, just as I knew that
                         first day that you were the man for
                         me — a man who'd think as I think.
                         I have not been disappointed,

               INT. RADIO SHACK - DAY

               Raphael is serving lunch to Sparks. Sparks is eating, reading
               a magazine and listening to the radio through his head
               phones. Raphael takes away a plate of soup which Sparks has
               just finished, puts it down, and replaces it with a plate of

               steak and potatoes. Still reading and listening, Sparks cuts
               a piece of meat and starts to chew. It proves tough. By dint
               of great molar exertion, he finally gets it down. Picking up
               the rest of the meat on his fork, he holds it aloft and
               addresses it solemnly.

                         Old horse, what do you here, from
                         Barnagat to Portland Pier? 
                         (then in a whinnying falsetto
                         I was killed by work and sore
                         abuse / And Baited up for sailors

               At the conclusion, he flips the meat out of the porthole.

                         After I go to all the trouble of
                         bringing it to you, Mr. Sparks.

                         If you want to know how the Red
                         Rover makes out in the next
                             (indicating head phones)
                         ---you'd better feed me good.
                             (he passes the plate to
                         Get me Something --

               Raphael shrugs, takes up the plate and exits. In the doorway,
               he almost collides with Torn as Tom is coming in.

                                   SPARKS (cont'd)
                         (removing his ear phones)
                         Hello, Tertius.

               Tom settles himself on the bench.

                         You haven't said anything, Sparks --
                         about my having performed the

               Sparks shakes his head.

                                   TOM (cont'd)
                         I just thought I'd remind you.

                         Been talking with the Captain?


                         He's been talking about authority

                         That's right and he made a lot of
                         sense. There's something in what he

                         There wasn't much sense in what he
                         did yesterday, was there?

                         He explained that.

                         I bet he did. He's a smooth man
                         with the words, the Captain.

               He looks at Tom intently and then speaks very deliberately.

                         Wait a minute, Sparks. You've got
                         him all wrong. He's the first older
                         man who has treated me like a
                         friend. That means something.

                         Yeah, I know -- I can see your way
                         of thinking. You had a tough life
                         as a kid -- not much friendliness.
                         But, Tom, there's a friendliness
                         that tries to get you to thinking
                             (putting back his ear
                         But that's got nothing to do with
                         me. We're bound south -- it's a
                         long voyage and I've a radio to

                                                             FADE OUT

                                                       FADE IN

               STOCK SHOT - Freighter steaming south - DAY

               Over this scone, we hear the music playing "Blow The Man

               THE FORECASTLE HEAD. DAY.

               Billy, on watch is amusing himself by singing, "Blow The Man

               CLOSEUP of a chart. A course protractor swings into position
               along the coast of Mexico and a pencil draws a line south.


               INT. CHARTROOM - DAY

               The Captain, Bowns and Tom are figuring the position of the
               ship with a book of logarithms open on the chartroom table.
               Bowns finishes first.

                         I get latitude (so-and-so)
                         longitude (so-and-so)

                         I get so-and-so, (different from

               Tom and Bowns look at the Captain, who smiles at Tom.

                             (to Bowns)
                         You might, figure it again, Mr.
                         Bowns, and see, if you don't come
                         closer to Mr. Merriam's

               Bowns shoots a glance -- not of love and admiration -- at
               Tom. He walks back to the bridge.

                                                          DISSOLVE IN     

               EXT. FO'C'SLE HEAD - GRAY DAWN

               Louie is standing lookout. He looks off to port. He leans
               forward and peers. He turns to face aft, and cups his hands
               to his mouth.

                         (top of his lungs) 
                         Land off the port bow.

               The CAMERA DRAWS BACK to show John, who has been sleeping on
               the forecastle head, suddenly awakened, and not happy about

                         That's the Galapagos Islands,
                         Fathead. And nothing to yell about.

                         Have they got women there?

               Louie stares wistfully at the Galapagos Islands.

                         No, but you can see the kind of
                         lizards they raise just by staying
                         drunk for a week.

               STOCK SHOT of a ship sailing steaming south.


               EXT. GALLEY DOOR -- DAY

               Men are grouped around the galley door and the cook is
               handing out mugs of coffee. Bowns walks into the scene and
               addresses Boats.

                         The Captain's been complaining
                         about the way the deck's being

                         I know, Mister. It ain't as spic
                         and span as I'd like it. We're
                         short-handed with Jenneson dead and
                         the Greek in his berth.

                         The boy's been taking turns
                         standing double watches.

                             (turning away)
                         I can't help that. The Captain
                         wants a clean ship.


               CLOSEUP of men on a chess board. The CAMERA PULLS BACK to
               show the Captain and Tom playing chess. The Captain slowly
               takes a pawn away.

                         Never trust the pawns.


               EXT. SEA - NIGHT

               NIGHT SHOT of freighter under way.


               EXT. FO'C'SLE HEAD - TWILIGHT

               The Finn stands on lookout. From the bridge, the bell sounds
               six bells. He turns, looks at the port light, then the
               starboard light and waves his hand aloft to indicate that all
               is well. Turning, he resumes his brooding look out at the
               bow. Behind him, great cloud shapes, lit and darkened at the
               same time by the setting sun, roll majestically into an
               already darkened sky.

                         All's well! I signal it with my
                         hand because I cannot shout it
                         with my lips. That is all that I
                         can tell them -- all's well. The
                         sea is empty and clear and safe
                         before them; I can tell them that
                         with a wave of my hand - I cannot
                         tell them of the dark clouds, the
                         storms rising in men's hearts -
                         breeding the lightning strokes of
                         anger and of death --

                                                       FADE OUT

                                                              FADE IN

               EXT. FO'C'SLE HATCH - DAY

               The watch, off duty, is taking its ease on the fo'c'sle head.
               Billy, Louie, Jim, John and the Finn are lounging about in
               the warm sunlight. Peter, convalescent, lies on a mattress
               with his beloved doodle-sack under his arm, and he attempts
               to play it. The Finn is carving a bit of bone with his knife.
               Louie is washing out a suit of long underwear in a bucket of
               fresh water.

                             (calmly, to Louie)
                         You're crazy! Who ever heard of a
                         Captain puttin' into port just
                         because one man's dead and one
                         man's off duty. I've been to sea
                         since I've been a boy and I've
                         never heard of anything like

                         That's 'cause most sailors don't
                         know the law. With the Greek sick,
                         the Captain oughta put into the
                         nearest port to fill up the crew.

                         You told me yourself the Captain is
                         the law at sea.

               Louie is taken aback and gives this some thought.

                         That's the way it used to be. Now
                         they got new laws, and the new laws
                         say the Captain's got to put into
                         port to fill up his crew on a
                         coastwise trip.

                         Never heard of it.

                         Why don't you tell all that to the
                         Captain, Louie?

               John looks at Louie and grins. Louie jumps up from his
               bucket, holding up a long-legged pair of woolen drawers

                         Who wants to bet I don't dare.

                         I'll bet you a thousand bucks you

                         You fourflushers wouldn't dare to
                         bet ten real cents.

               John fishes a dime from his pocket and throws it to the deck.

                         Put up or shut up.

               The rest laugh at Louie. Peter gives several discordant
               squawks of derision on his doodle-sack.


               INT. CAPTAIN'S OFFICE - DAY

               The Captain is seated at ease in one of the leather chairs, a
               cigar poised between his fingers, while Louie, very humble
               and uncomfortable, stands before him kneading his cap in his
               hands. Tom stands behind the Captain watching.

                         ... so I felt it only proper to
                         bring this just complaint of the
                         men to you in person, Captain.

               The Captain looks at him coldly and smiles without mirth.

                         You know there are Captains who
                         might hold this against you, Louie.

               Louie squirms and touches his forehead in a half salute.


               EXT. FO'C'SLE HEAD - DAY

               The Finn, Jim, Billy and Ausman are tapping the anchor chain,
               which is flaked out in U-shaped curves on the deck. Tom is
               standing at the port rail, matching the work. Jim, nearest
               the chain pipe, puts his head down to the opening.

                             (call in)
                         Hey, in there! Have you nearly

                                   VOICE FROM CHAIN LOCKER
                             (muffled and indistinct)
                         In -- minutes.

               INT. CHAIN LOCKER

               Louie is scrubbing the sides of the locker with a coir brush.
               He dips this brush in a pail of water standing beside him on
               the floor of the locker and scrubs swiftly, finishing the
               last foot or so of the locker nearest the manhole. He stops,
               wipes the perspiration from his forehead with his fingers,
               straightens up wearily, and looks around the locker. He sees
               a holiday, steps to it and brushes it. He looks around again,
               examining the locker, then steps to the manhole, pushes open
               the heavy steel door, and puts the bucket and brush outside.
               There is no handle on the inside of the door, which is as
               smooth as the wall, so that when he draws the door as if to
               shut it, it remains ajar. He goes from the door to the chain
               pipe and yells up.

                         HEY! OKAY! Let her come.

               EXT. FO'C'SLE HEAD - DAY

               We see the men start the chain down the pipe. They are using
               crowbars in order to keep the great curves of links in order.
               A rattle arises as the chain pays out link by link at first.

               INT. CHAIN LOOKER 

               103 Louie is guiding down the first links of the chain. The
               manhole door is partly ajar.


               The Captain is descending a companionway. He walks with
               deliberation to the chain locker, stretches out his right
               hand, grasps the handle of the manhole door, closes the door
               and locks it with a heavy dog. The Captain stands there. The
               noise of the chain now makes a terrific rattling roar.

               EXT. FO'C'SLE HEAD - DAY

               Where the men now are working hard controlling the chain,
               which is roaring into the locker with increasing momentum and

               INT. CHAIN LOCKER

               Where the chain has risen to Louie's knees. He is having
               difficulty now avoiding it. He turns and starts toward the
               manhole. He sees that door is closed. He leaps to the manhole
               and pushes against the door. It won't budge. He heaves his
               shoulder against it, desperately. He opens his mouth. He is
               yelling, but all that can be heard is the roar and rattle of
               the chain now pouring into the locker.

               EXT. FO'C'SLE HEAD -- DAY

               Where the men are guiding the chain, which now is rushing
               into the locker, a Niagara of steel.

               SHOT of the Captain walking down the passage, seemingly

               INT. CHAIN LOCKER - DAY

               The chain is up to Louie's waist. He is trying to fight it
               off with feeble efforts of his hands. We stay with him while
               the chain rises to his chest. He has stopped screaming now.
               His face, horror and terror stricken, becomes composed. He
               grins at the last instant when a tier of chain engulfs him.

               EXT. FO'C'SLE HEAD - DAY

               The last of the chain is rattling into the locker through the
               pipe. The deafening din ceases. There is a dead silence,
               which Tom breaks. Tom speaks to men resting on their

                         Start washing down. I'll take a
                         look at the locker.

               Tom starts away from the fo'c'sle head.


               Tom walks in the alley-way outside the chain locker. He comes
               up to the chain locker, swings open the manhole cover and
               looks in. What he sees causes him to stiffen. He steps back,
               closing the door gently. It is at this moment that the
               Captain comes back along the corridor. He looks at Tom and at
               the partially closed manhole.

                         What's wrong?

               At the same time he asks the question, he opens the door
               and looks in. He peers in for a moment and then turns to
               Tom, leaving the door wide open as he does so.

                                   CAPTAIN (cont'd)
                         Better get a couple of men down
                         here and got that cleaned up.


                         He was a trouble-maker.

               Tom looks at him.

                         But he was a nice guy — always
                         kidding —

                                   CAPTAIN (MUSINGLY)
                         You're impressed — death is so
                         absolute. You looked into the
                         chain, locker —

               He makes a gesture with his hand,

                                   CAPTAIN (cont'd)
                          -- and no more Louie -- no more
                         insolent remarks — no more danger
                         to the discipline of the ship,
                         Tom stares at him for a long

                         You didn't like him.

                         Of course I didn't like him. He was
                         a sea lawyer — full of windy
                         complaints, seasoned with bad

                         So you shut the hatch.

                         (genuinely surprised) 
                         Shut the hatch? What do you mean,
                         Mr. Merriam?

                         The hatch was shut --
                         (a little hesitantly, trying to
                         — and I think it was locked,

                         And you accuse me of doing this out
                         of spite because the man was

                             (with a glance at the
                              chain locker)
                         This is what you meant when you
                         said you had rights over the
                         lives of the crew. You murdered

                             (controlling his anger)
                         You're a little hasty, Mr.

                         You can't expect me to just stand
                         by and watch you kill a man.

               A gleam of anger comes into the Captain's eyes. His face
               hardens, but he still speaks softly.

                         What do you propose to do? Denounce

               The two men stand facing each other.


               INT. CHART ROOM - NIGHT

               Tom enters the chart room, where Bowns, his back turned to
               Tom, is making an entry in the log. Tom hesitates. Bowns
               keeps writing slowly.

                         May I speak to you a moment, Mr.
                         Bowns -- on, a matter of great

               Bowns keeps on writing and does not turn around, but he

                         What is it?

                         What's the law about an imcompetent
                         Captain, Mr. Bowns?

               Bowns turns around, pen in hand, and glares at Tom.

                         Why interrupt me, when I'm working,
                         with a question like that? You know
                         yourself. The First Officer would
                         take over.

                         I think the Captain's

               Bowns looks at him scornfully, incredulous.

                                   TOM (cont'd)
                         Louie getting killed in the chain
                         locker -- that wasn't an accident.
                         The Captain did it purposely.

               Bowns looks at Tom intently.

                         I don't know what you're trying to
                         pull, fella, but my advice is to
                         pull in your ears before you get
                         into a jam you won't like. How get
                         away from me, I'm busy.

               Bowns turns back to his work.

                         But, Mr. Bowns, I'm not joking.

               Downs turns around again to face him.

                         You heard me — and I'm the First

               Tom nods and leaves.


               INT. SHIP'S RADIO OFFICE - NIGHT .

               Sparks has on a set of ear phones and is dancing to music
               which is not recorded by the sound track. The moment he sees
               Tom, Sparks removes the ear phones and lays them on the shelf
               of the radio apparatus, or on a table, and faint dance music
               can be heard coming from them during the rest of the scene.
               Sparks looks at Tom's face.

                         What's wrong, Kid?

                         The Captain's crazy, Sparks.

               Sparks stares at Tom as soon as he begins to speak, and
               interrupts him at this point.

                         Sure he's crazy. Any guy who'd ride
                         one hobby horse so hard is bound to
                         be bugs — and what a hobby to pick 
                         - authority.

                         Well, I'm glad you believe me.
                         Bowns practically threw me off the

                         Sure, the Captain is a little

               Ha puts back his earphones and starts his dancing step again.
               Tom is appalled. He grabs Sparks' arm and stops him. Sparks
               reluctantly removes the earphones.

                         This isn't a gag — I mean it. He's
                         really crazy — insane.

                         I know. Most people are.

                         But he killed Louie. That wasn't an
                         accident in the chain locker. That
                         was murder.

                         You might be a little excited
                         yourself, you know.

                         Let me tell you from the

                         Not me. Don't tell me. I like my
                         job and I want to keep it.

                         When we get to port, I'm going to
                         tell the company agent.

               Sparks shakes his head.

                         You'll lose a good job. Even if I
                         believed you, I'd advise you not to
                         do it.

                         But you can't mean that, Sparks.

                         I believe in keeping my nose clean 
                         -really clean -- and out of other
                         people's business. That's the only
                         way to got on.

                         Not me. When something is wrong,
                         I've got to do something about it.
                         I'm reporting this ashore.


               INT. WHEELHOUSE - NIGHT

               Tom is standing on the enclosed bridge forward and to the
               starboard of John. In front of John is the compass with the
               binnacle lighting illuminating it. In front of John, over the
               compass, is the ship's chronometer. Tom is standing as if
               thinking. The ship is moving smoothly, with only the sound of
               the engine. Otherwise, there is silence.

               SHOT of Finn, a lonesome, brooding figure, standing lookout
               on the fo'c'slehead. Finn is looking off to starboard. He
               swings his gaze dead ahead, and then turns to port. He leans
               forward slightly and raises his hand to shade his eyes. He
               steps back to the big ship's bell and rings it.

               SHOT of Tom in the wheelhouse, as the bell forward sounds:
               BONG! BONG! At the first BONG, Tom straightens and stands
               listening. At the second BONG, he steps to a tray over the
               binnacle, lifts a pair of binoculars, steps to the port side
               of the bridge and points the binoculars. Ausman stands near

               Light can be seen from shipboard. Tom replaces the
               binoculars, picks up a flashlight from the tray, holds it
               over the bridge faced forward, and in the gloom which reigns
               over the ship, points it toward the fo'c'slehead and flickers
               the light.

                             (to Ausman)
                         Tell the Captain we've picked up
                         San Sebastian lighthouse, two
                         points off the port bow.

               Ausman turns to go.

               SHOT of Finn on the fo'c'slehead, watching the flickering
               light in the darkness.

                                                       DISSOLVE OUT

                                                          DISSOLVE IN


               Through the arches of the pier the Altair can be seen
               alongside the quay, Jim, John, Ausman, Benson and the Finn
               are letting down the gangplank. Several men are waiting on
               the landing; chief among them is a tall middle-aged American,
               Mr. Roberts, the agent for the Dunham Line. No sooner has the
               gangplank rattled into place than he starts up.

               EXT. MAIN DECK -DAY

               Roberts comes up the gangway and is met on deck by Captain
               Stone. Behind the Captain stand Bowns and Tom. Tom is dressed
               in his shore-going clothes.

                             (as he shakes the
                              Captain's hand)
                         Hello, Will. It's good to see

                         It's always good to see you,
                             (half turning)
                         I'd like you to know my First
                         Officer, Mr. Bowns, and the Third,
                         Mr. Merriam -- Mr. Roberts, our
                         agent here.

               There is general handshaking and how-do-you-dos.

                         This your first voyage to this
                         port, Mr. Merriam?

                         Yes, in fact it's my first.

                         If you'll drop into the office
                         I'll see you have a guide.

                         Thank you,sir.

                         Be sure to take him up on it,
                         Tom. The Dunham Line may be
                         strict aboard ship but you'll
                         find it friendly ashore.

               The Captain turns toward the ladder to the boat deck. Roberts
               follows him. He half turns to speak to Tom.

                         Be sure to drop by the office.

               When the two men have exited, Tom starts down the gangway.

               EXT. STREET - SAN SEBASTIAN - DAY

               Tom is coming out of the warehouse which is attached to the
               end of the pier. He steps out into the full hard light of the
               street and looks around him at this strange new world. The
               street with its bleak, dull houses is uninteresting, but the
               people of the city passing along the streets and the road are
               new and colorful to Tom. He sees the ponchoed Incans with
               their hard hats, the squaws marching aside of their menfolk,
               smoking red clay pipes. A small herd of sheep, tended by a
               shepherd mounted on an ass, goes baaing past. There is a
               strange combination of the modern and antiquated. A shiny
               automobile goes past a mule-drawn barouche. A truck and a
               wooden ox cart are parked side by side at the curb. Tom
               starts walking down the street looking into the shop windows,
               pausing to gaze after an attractive girl. He crosses the
               street, looks off and starts down another street.


               Mr. Roberts comes walking, around the same corner Tom had
               phased some time earlier and goes down the street in the
               same direction as Tom.

               EXT. SHIPPING OFFICE - DAY

               On the window is printed, "DURNHAM SHIPPING LINE," and in
               smaller type, "Charles S Roberts, Steamship agent." Roberts
               comes up the street, flicks away a cigarette and turns into
               the building with the accustomed air of one who goes in and
               out of this door a dozen times a day.

               INT. ROBERTS' OFFICE - DAY

               Roberts comes in and finds Tom waiting for him. The clerk is
               fussing about, handing Tom an ashtray, etc.

                         I'm glad you accepted my invitation
                         so promptly, Mr. Merriam.

                             (getting to his feet)
                         Actually, I'd like to have a few
                         words with you, Mr. Roberts, on a
                         matter of great importance.

               Roberts goes around the desk and seats himself.

                         Of course. Please sit down. Make
                         yourself comfortable.
                             (to the clerk)
                         All right, Jose. You can go.

               Jose departs. When he is gone, Roberts turns to Tom.

                                   ROBERTS (cont'd)
                         Now, Mr. Merriam, what is this
                         matter of importance?

                         It's about Captain Stone.

                         An old friend -- a great friend of
                         mine, Mr. Merriam.

                         That makes it all the more
                         difficult. What I have to tell you
                         is extremely unpleasant.

                                                       DISSOLVE OUT

                                                       DISSOLVE IN     

               INT. AGENT'S OFFICE - DAY

               At the left, middle, Roberts is sitting behind his desk. At
               his right, Captain Stone is sitting, serene and self
               contained. Bowns, with Sparks slightly behind him, is sitting
               behind the Captain. To the Captain's left, Tom is sitting,
               taut and nervous. At the left of the desk, in front of it, is
               sitting a male stenographer, bent over notes which he is
               making most laboriously. It is apparent from the number of
               pages that the hearing has been in progress some time. In the
               rear of the room, sitting and standing, are members of the
               crew -- John, Jim, Finn, Billy and Peter, Also the cook,
               Raphael and two maintenance men. Boats is standing in front
               of the desk, testifying. They all have on shore clothes.

                         — not the Captain. It was Mr.
                         Merriam himself gave the order not
                         to stopper the hook.
                             (shakes his head)
                         To my mind, sir, Mr. Merriam has
                         been working too hard or
                         something. This is my first
                         voyage with Contain Stone, as it
                         is the first for all the crew
                         except Mr. Bowns, the radio
                         operator, and the steward, and
                         the men are all agreed that a
                         fairer and abler Captain....

                         That will do, Boats. Thank you.

               Boats, embarrassed, wipes his face with his handkerchief and
               backs into a chair. Roberts consults a list before him.

                                   ROBERTS (cont'd)
                             (calling out)

               Billy, smiling, comes forward.

                                   ROBERTS (cont'd)
                         Well, Billy, I'd like to hear
                         what you have to say about the
                         Captain. I'd like to know whether
                         you think him competent --whether
                         you think he had anything to do
                         with the death of Louie Carter.

                         No, sir. It's just like the others
                         said. We just can't understand it.
                         The Captain is a good Captain --
                         what you call a kind man -- and a
                         gentleman. And Mr. Merriam who was
                         always a fine gentleman too. We all
                         liked Mr. Merriam. too. 

                         That'll do now. Thank you.

               Peter gets up.

                         If I could have your permission, I
                         would like to mention just one
                         thing, Mr. Roberts, sir. The
                         Captain here, hasn't only given us
                         the best food and looked after the
                         ship his ownself at all times, but
                         he saved my life by that operation
                         at sea. And I never in my life can
                         forget that.

               Tom opens his mouth, glances at Sparks, who looks at the
               floor. Tom sinks slightly in his chair. The Captain smiles
               pleasantly. The crew nod accord. Peter sits down.

                                   ROBERTS (TO TOM)
                         Should I call in any more
                         witnesses, Mr. Merriam?

               Tom shakes his head.

                                   ROBERTS (cont'd)
                             (addressing all the men)
                         You men may be a little puzzled by
                         what 's been going on here.
                         Mr. Merriam has made certain
                         statements and I called this
                         informal hearing to prove to him
                         how unfounded they were. I felt it
                         was my duty as the company agent to
                         prevent public investigation of a
                         baseless charge. Thank you all for
                         cooperating so splendidly —

               The men start to get up, snuffling and moving awkwardly,

                                   ROBERTS (cont'd)
                             (as they start filing
                              out the door)
                         — and have a good time.

               The men nod and grin in response as they are crowding out the
               door. When they have gone, leaving only Tom, the Captain and
               Mr. Roberts, the Captain slowly gets up and crosses over to

                         I'm sorry this had to happen,

               Tom looks at him, then without, a word, picks up his hat and
               starts, out of the door. The Captain and Roberts watch him as
               he leaves. Roberts picks up his hat and a light coat.

                         Ellen will be wanting to see you,
                         I'm sure she's been waiting ever
                         since she saw the Altair come into
                         the harbor last night.

                             (he smiles)
                         Does she watch for my ship?

               Roberts gives him a quick look as they start for the door,

                         She always watches for your ship.
                         She's down there now, waiting for
                         you. She's got good news.


               The two men, Roberts and the Captain, come out of the office
               and walk up the street. They are deep in conversation and
               pause occasionally to talk more easily. The CAMERA DOLLIES
               WITH them, pausing as they pause. At the end of the
               collonade, they stop beside Robert's car.

                         Charlie, I think it might be a good
                         idea if you would take the lad off
                         the Altair and get me another third

               Roberts looks at him a little puzzled,

                         Will, this isn't like you. I've
                         never known you to hold grudges.

                         It's not a grudge. I like the boy.
                         I see so much of myself in him. I'm
                         talking like a father about a son
                         for whom he has a deep affection,
                         and Charlie, I have.

                         Then why don't you give him another
                         chance? He seems a fine honest

                         I don't want him on my ship.

               Roberts looks inquiringly at the Captain.

                                   CAPTAIN (cont'd)
                         I like him too well to hurt him.

                         That's a strange remark, Will.


               I've not been myself lately. My nerves are on edge. I lose my
               temper. Things aren't right with me. I don't sleep, ringing
               in my ears. There's something's wrong.

                                   ROBERTS (LAUGHING)
                         You've worked too hard too long,
                         Will. When you get back to the
                         States, have a thorough medical
                         checkup-- get your basal metabolism
                         tested. And then take a rest.

                         It isn't my metabolism I'm worried
                         about-—it's my mind. I've lived
                         a lonely life -- a hard life. You
                         and Ellen are the only friends
                         I've had. That's not right. It's
                         not natural. Maybe it's been
                         wrong for me. I don't know.
                         I've been badly worried about it,
                         Charlie. My mind is what I take
                         pride in -- what I most treasure.

                         Your mind's all right. You just see
                         a good doctor as I said. Meanwhile,
                         I'll remove young Merriam and get
                         you a good man to take his place.
                         All you need are some new

               They have reached his car and he turns aside to open the car
               door. The Captain stands still, looking straight ahead of

                         There are no new interests -- just
                         authority -- authority.

                                                       DISSOLVE OUT

                                                          DISSOLVE IN


               CLOSE SHOT. An obviously foreign sailor with blond, close-cut
               hair is seated on a rickety chair set out on the sidewalk
               before a Cantina. He wears a jersey on which is written S.S.
               Kronprinz Wil—-; the rest of the name cannot be
               distinguished. On his knee sits a pretty brunette girl in a
               fanciful national costume. The sailor is trying to kiss her
               and she is demurely attempting to avoid his caress. Over the
               scene we hear a weakly protesting male voice.

                                   JOE SNITZ
                         Please, mister, hold the pose -
                         just the pose, please.

               The CAMERA PULLS BACK to reveal the fact that the sailor and
               the girl are merely subjects for a street photographer. He
               has his camera set up, and by the tripod stand various boxes
               and pieces of equipment. One of the boxes has printed on it
               in large letters the following words:

                PARISIENE PHOTOGRAPHER Photos With Native Model -- 10 pesos
                                 Joe Snitz -- Paris, 111.

               While the sailor continues his playful efforts to kiss the
               girl, the CAMERA PULLS STILL FURTHER BACK to reveal Jim,
               John, Ausman and Benson standing in a semicircle watching the
               photographer and his two subjects. The foreign sailor finally
               manages to implant a kiss on the girl's lips. The
               photographer comes out from under his black cloth and
               advances protestingly.

                                   JOE SNITZ (cont'd)
                         Mister, you can't do that --
                         she's my wife.

               The crew from the Altair laughs uproariously when the German
               sailor gives Snitz a playful shove that sends him sprawling.
               The girl tries to break away from the sailor.

                             (in a tough voice that has
                              oft been used to cheer
                              the Dodgers)
                         You let me go. Ain't you got no
                         sense of decency? Let me go.

               John suddenly grins.

                         Say, that girl's from Brooklyn --
                         that's my home town.

               He stops forward and pulls her away from the German.

                                   JOHN (cont'd)
                         You leave her alone.

               The German makes a pass at him and misses, end John lets him
               have one in the breadbasket. The German doubles up in pain,
               but the blow seems to have loosed a hornet's nest. The door
               of the Cantina flies open and an overwhelming number of the
               German's fellow crew members come flooding out of the

                         Cheese it

                         Too many of them. Get going.

               The Altair men take to their heels, pursued down the street
               by the Gorman seamen.

               THE PIER - DAY

               The Altair can be seen framed in the arches of the pier
               structure. The CAMERA IS SHOOTING PAST the outlined figure
               of a woman who stands watching the gangway. This is Ellen
               Roberts, a lovely woman, smartly yet appropriate dressed in
               a simple suit. She has an air of aloof charm and casual
               elegance that would distinguish her in any company.

               The Finn in seated at the head of the gangway, whetting his
               knife. Tom walks down the dock and begins the descent of
               the gangway. He has his bags in his hand. In this LONG
               SHOT, his words of casual farewell to the Finn cannot be
               heard.  As Tom steps down onto the pier and starts across,
               Ellen steps forward.

                         Is Captain Stone aboard?

               Tom puts down his bag in order to remove his hat.

                         No, ma'am.  He'll be back in an
                         hour or so.  He's with Mr.

                         You're the new Third Officer,
                         aren't you?

               Tom looks at her in puzzlement. She smiles at his perplexity.

                         I was -- but how did you know?

                         Captain Stone wrote me about you
                         — a long letter -- even before he
                         met you. He was so enthusiastic
                         about your training ship record.

                         I know.

                         I'm Ellen Roberts -- an old
                         friend of the Captain's. Because
                         of his letters, I feel almost as
                         if I knew you too, Tom Merriam.

               She puts out her hand. Tom takes it. She notices the bags at
               his feet,

                                   ELLEN (cont'd)
                         Where in the world are you going
                         with you bags? Doesn't the Altair
                         sail tomorrow night?

                             (rather reluctantly)
                         She sails without me, Miss

               Ellen looks at him for a moment — studies his seriousness and
               his air of youthful tragedy.

                         That sounds serious. While I'm
                         waiting, why don't you let me give
                         you a lift? You could tell me all
                         about it,

                         No, thank you,

                         Those bags'll get awfully heavy
                         before you get to the hotel.

               Tom stands hesitantly for a moment, Ellen takes his arm.

                                   ELLEN (cont'd)
                         Come along.

               He picks up his bags and follows,


               Ellen followed by Tom comes out across the sidewalk to where
               a mule-drawn barouche with a driver stands waiting. Tom hands
               Ellen into the carriage, places his bags in the coachman's
               compartment and climbs in beside her. They start off down the



               Ellen and Tom who have evidently been talking. She looks at
               him with sympathy and understanding.

                         ...and so you're dreadfully
                         disappointed and dreadfully hurt.
                         The whole world seems to have
                         turned against you — just because
                         you made a mistake,

                         I didn't make a mistake,

               Ellen smiles,

                         It's almost the Captain's voice,
                         Tom, I didn't make a mistake --I
                         couldn't make a mistake — I'm
                         authority — I'm the Third Officer —
                         I'm the Captain.
                         I've heard it all so often and
                         it's all so wrong.

                         It's what I was taught. It's what
                         the Captain thinks.

                         Exactly. You're just like the
                         Captain. Lonely, austere, bitter —
                         without friends or family,
                         condemning yourself to the heights
                         — heights which you call authority.

                         I don't know any other way of

                         How long do you think I've known
                         the Captain, Tom?

               Tom shakes his head.

                                   ELLEN (CONT'D) (cont'd)
                         I've known him fifteen years. For
                         fifteen years I've tried to give
                         him love instead of loneliness —
                         but always that austerity — that
                         singleness of purpose. He has
                         become a changed man and an unhappy
                         man, and all the while I was
                         helpless. I couldn't do anything
                         about it. You mustn't be like him.
                         You've got to embrace warmth and
                         life — a good joke — a pretty girl.

                         I don't know any girls.

                         That's clear enough. But you will.
                         I have a younger sister in San
                         Pedro. She's a secretary for the
                         Dunham Line. She'll meet you on
                         your next trip north. I'll see to
                         that. If you don't like her, she
                         will introduce you to other girls
                         and other young men — young men who
                         don't even know what the word
                         authority means,
                             (almost gaily)
                         I'll see that you don't become
                         another Captain Stone -- I'm
                         going to change him too. I can
                         now. I have the right.

                                                         DISSOLVE OUT

                                                          DISSOLVE IN

               EXT. CANTINA - DAY

               The place is quiet again. Ellen's carriage drives up and Tom
               gets out. She extends her hand to say good-bye.

                         We must be good friends, Tom.
                         Knowing the Captain, I feel I
                         know you. I wish you'd come to
                         dinner tomorrow night. I want to
                         do everything I can to make your
                         life a happy one — please let me.

                             (very simply)
                         I would like to be friends.

                         Good. I'll see you tomorrow then.
                         You mustn't forget.

                         I won't.

               She waves to him as the carriage drives away. Ho stands on
               the sidewalk, starring aft or her.


               The Finn sits in his accustomed place on the rail. He has
               his knife in his right hand and the whetstone in the left,
               but he is not using these implements. His hands hang down
               listlessly between his knees and he is off into the


               Ellen stands near the rail, looking forward, the wind lightly
               blowing her hair. Behind her in the darkness of the alleyway,
               the Captain stands leaning against the deckhouse, smoking a
               cigar and watching her.

                         I have something to tell you,

                         That's what Charlie said.

                         I wanted it to be hear -- aboard of  
                         the Altair — when I told you.

               She turns to him, smiling.

                         I want my rival to hear and feel
                         my triumph.

               The Captain smiles at her,

                         I've always loved your fancies,

                         This isn't a fancy, I want the old
                         Altair to know I'm a free woman —
                         that I can take you from her, and
                         keep you from her.

                         You won your case?

                         He finally gave in. The final
                         papers came through last week, I'm
                         a free woman.

               She turns to him. He takes a draft on the cigar, inhaling the
               smoke and blowing it out again as if solely engrossed in this
               habitual act. She watches him in expectant silence. It is a
               silence he does not break.

                                   ELLEN (cont'd)
                         I had expected a different
                         response, Will,

               The Captain still remains silent and again draws on the

                                   ELLEN (cont'd)
                         I thought race were both waiting
                         for this.

               The Captain moves uneasily, then speaks precisely choosing
               his words and avoiding her eyes, holding his cigar between
               them almost as a barrier,

                         I had waited — I had wanted this,
                         now there is little I can do or
                             (almost whispering)
                         I'm afraid.

                         (with a laugh, half hysteria and
                         half forced amusement)
                         Afraid of me, Will?

                         Of my mind, Ellen. I don't trust It
                         any more.

                             (quick anxiety, stepping
                         Your mind?

                         Don't come close to me. Stand

                         But, Will —

                         I remember Captain Blaker of the
                         Ajax — she was my first ship — I
                         was the mess boy. I watched him
                         lose his mind — little by little
                         — and he knew it and could do
                         nothing about it. It was awful,
                         Ellen. I've never forgotten it.

               He takes another drag from the cigar and speaks more calmly.

                                   CAPTAIN (cont'd)
                         We were run down in a fog off the
                         coast of the Mersey. The Ajax
                         sank like a rock. Blaker went
                         down with her. He was lucky.

               Ellen takes the step forward that he had forbidden. She
               reaches out her hands and takes one of his hands between her

                         It's only a memory that frightens

               The Captain shakes his head.

                         It's more than that, Ellen. I've
                         felt strange. I've done things I
                         couldn't remember doing. I've had
                         moments when I've felt myself on
                         the verge of losing control — of
                         doing terrible, stupid, ugly
                         things. This morning when the boy
                         testified against me, I could
                         barely keep my seat --

               He lapses into silence as if the memory of his thoughts were
               too awful to mention. They stand looking at each other.

                         Give me a little time to got over
                         this — this feeling that I don't
                         know myself--- that I don't
                         control my thoughts — my actions.

                         You can have all the time in the
                             (forcing a smile)
                         I'll be waiting here for the Altair
                         on her next voyage.

                                                       DISSOLVE OUT

                                                       DISSOLVE IN   

               EXT.. CANTINA -NIGHT

               The German sailors off the Cecilie Herzogin are milling about
               the door of the Cantina. Somehow they have caught and made a
               captive of Billy. They have the little colored man backed up
               against the wall. The leader of the gang is evidently trying
               to force him to sing,

                                   GERMAN SAILOR
                             (translate to German)
                         Go ahead and sing, or we'll break
                         your neck.

                         I'm a British subject, I am, and
                         I'll not sing for you or any other

               The German sailor shoves him roughly against the wall. Billy
               hits at him, ineffectually, and is given a harder shove for
               his pains.

               It is at this moment that Tom, neatly dressed in his shore
               clothes, comes out of the Cantina, evidently on his way to
               keep his appointment with Ellen,

                         Mr. Merriam.

               Tom stops in the doorway.

                         What are you men up to? What goes
                         on here ?

               He steps forward, obviously intent on intervening. One of the
               German seamen punches him, Tom lays one on his chin and
               knocks him down. From behind him,as Tom turns to deal with
               another man, a third sailor hits him over the head with a
               He goes down, Billy, who has been trying to get to Tom's side
               to help him, is shoved roughly aside, falls sprawling. The
               German sailors take to their heels. Billy gets unsteadily to
               his feet, goes over to Tom, kneels down beside him and tries
               to take care of him. A few people have been attracted by the
               altercation and have formed a ring around the fallen man.

                         (supporting Tom's head)
                         You all right, Mr, Merriam?

               Tom makes no answer. One of the bystanders, a kindly man,
               kneels down beside Tom.

                                   BILLY (cont'd)
                             (to the man)
                         This man here is my officer from
                         the Altair. He's been hurt.- I got
                         to get him back aboard.



               INT. TOM'S CABIN - DAWN

               Tom is lying asleep in his bed. His mouth moves as if his
               lips are dry. He opens his eyes, befuddled for a moment. Gray
               dawn is coming dimly through the porthole over his bed.
               Gradually he realizes that he is back aboard the Altair, in
               his old cabin. He sits up suddenly in bed. The movement
               causes him to put his hand to his head, which is aching. He
               groans as he looks around the familiar room. He gets up
               slowly, in his pyjamas, and goes to the wash basin, which
               might be of the collapsible variety, draws and drinks a glass
               of water. He moves to a full-length mirror and examines his

               As he stands in front of the mirror, he is making up his mind
               what to do. He suddenly comes to a decision, goes to his
               closet, opens it, and takes out a suit of clothes. He starts
               to unbutton his pyjama jacket.


               INT. CAPTAIN'S CABIN - DAY

               The Captain is breakfasting from a tray on his desk. He eats
               with inimitable neatness, precisely bringing each forkful to
               his mouth, taking exactly two sips from the coffee cup each
               time he brings it to his lips. There is something deadly and
               menacing in this over-dainty feeding. Tom, who has quite
               evidently just entered, stands before him.

                         — and so I thought I'd best report
                         to you at once.

               The Captain takes a a forkful of ham, chews, swallows, and
               lifts the coffee cup to his lips,

                                   TOM (cont'd)
                         Naturally, had I had anything to
                         say about I wouldn't be here,
                         Evidently Billy had the policeman
                         bring me abroad.

               The Captain carefully spears another forkful of ham and
               brings it to his mouth, his eyes still on Tom's face. Tom is
               embarrassed now. He is almost blurting his words as he talks.

                                   TOM (cont'd)
                         Of course, Sir, I know that I have
                         no right whatsoever to be aboard
                         the Altair. I'll be glad to make
                         arrangements to pay my passage when
                         we reach San Pedro.

               The Captain has reached the coffee stage of his eating
               routine. Tom keeps silent while he sips, waiting for him to
               make some sort of answer. The Captain picks up his fork
               again, and it is obvious that there will be no word from him.

                             (rather heatedly; out of
                         I don't want to be aboard any more
                         than you want me here, but there's
                         nothing I can do about it. You
                         can't expect m to swim---

                                   CAPTAIN (INTERRUPTING)
                         That's quite the wrong tone,
                         Merriam. I was just about to say
                         that you would be my guest on the
                         trip North. You'll have no duties.
                         We'll try to make it as pleasant a
                         voyage as possible.

                         Thank you.

               The Captain waves his thanks away with a gesture of his

                         In fact, Merriam, I'm rather glad
                         to have you aboard. There are some
                         theories of mine I'd like to prove
                         to you.
                         In fact, it should prove a very
                         interesting and instructive voyage.
                         There are many things you can learn
                         from me.

                         (just for politeness sake, but
                         somewhat alarmed) 
                         I've never doubted that, sir.

                         I'm sure you never doubted it when
                         you told Mr. Roberts I was a
                         murderer and incompetent.

               Tom is about to say something. The Captain silences him with
               a gesture.

                         But we'll forget all that, Mr.

                         (slower and a little dubiously)
                         Thank you. Captain.

               He turns to go. At the door, the Captain's voice stops him.

                         Mr. Merriam. You know, there are
                         some Captains who would hold this
                         against you.

               He smiles. Tom goes out.

               EXT. BOAT DECK - DAY

               Tom has just closed the door of the Captain's office. The
               ship's horn sounds, a mournful note. The sound of the radio
               comes from Sparks' office. Tom listens to this and walks down
               the corridor. He meets Raphael, who appears from the opposite

                         I was wondering if you got me to
                         bed last night. I don't remember---

               Raphael does not even stop, but looks Tom in the eyes and
               passes him along the corridor. Tom turns and looks after
               Raphael. He hesitates, then steps to the radio room.

               Tom standing in the doorway to the radio room. Sparks is
               sitting at the radio. Sparks looks up as -

                                   TOM (cont'd)
                         Hi, Sparks. I seem to have gotten

                                   SPARKS (GRINNING)
                         Don't come in hare, fella. I don't
                         want to get mixed up in any funny
                         business with you,

               Tom goes into the radio shack.

               INT. RADIO SHACK - DAY

               Tom and Sparks.

                         Look, Sparks, we're friends. I've
                         got to have your help. Stop kidding
                         and listen to rue, will you?

                         I'll stop kidding -- but as to
                         listening, I'm dead serious when
                         I tell you I don't want to hear a
                         word you have to say.

                         The Captain's going to kill me,
                         Sparks. I can see it in his face.

               Sparks makes a gesture of deep and significant disgust.

                                   TOM (cont'd)
                         I'm not too dumb a guy, Sparks,
                         I'm not yellow -- I'm not
                         hysterical -- and I'm telling you
                         he's going to kill me and I need
                         your help.

                         (with finality)
                         That is hogwash.

                             (after a little pause )
                         At least, do me one favor --
                         send a wireless to Miss Roberts
                         in San Sebastian.

               Sparks, shaking his head, seats himself, turning his back to
               Tom. He busies himself with his apparatus.

                         I can't do that. The Captain's
                         forbidden all wireless -- unless he
                         personally okays it.

                         Don't you see? That's part of what
                         I meant.

                         (with profound disbelief) 

                                                       DISSOLVE OUT

               INT. TOM'S CABIN - NIGHT

               Tom enters, switches on the light, and closes the door, which
               does not catch but swings open slightly. He pushes it closed,
               and again it fails to stay tightly shut. Tom examines the
               door. The lock has been removed. It is impossible for him to
               make the door stay closed. He looks around the cabin for some
               article with which he can fasten the door. His chair is
               fastened to the floor. Nothing movable is available. He takes
               a letter, or a piece of paper, from his pocket, folds it, and
               inserts it between the door and the jamb. He stands looking
               unhappily at this flimsy device.

               He removes his jacket, and footsteps, slow and methodical
               sound in the corridor. He pauses, with his jacket still in
               his hands, listening. The slow footsteps grow louder as they
               approach his door, behind which, he is standing. The
               footsteps stop outside the door, and there is a silence as
               Tom stands, breathlessly, waiting and listening. Then the
               footsteps begin again, this time continuing down the corridor
               in diminuendo. As they die away, Tom quickly tosses the
               jacket aside, removes the paper stopper, opens the door and
               looks down, the corridor.

               SHOT of a shadow moving on the wall down the corridor and
               vanishing, as Tom looks. There is silence.

               SHOT of Tom as he moves back into the cabin again, fastens
               the door with the paper and, without undressing further and
               leaving his lights burning, lies down in trousers and
               shirtsleeves on his bed, watching the door,

               INT. TOM'S CABIN - NIGHT

               SHOT of Tom waiing on the bed. His head nods. He starts
               awake, and comes to his feet on the floor, listening.

               He goes to the washstand and washes his face with cold water.
               He is fighting sleep. He half sits, half lies on the bed,
               watching the door. The lights in the room suddenly flicker
               and go out. A faint moonlight comes in through the porthole.
               As quickly as possible, Tom arises and moves across the
               cabin, and stands against the wall of the door, waiting and

               Tom - still standing beside the door. But now, after pressing
               his ear against the door panel, he moves back to the bed. His
               head nods. He hears the paper he has placed beneath the door
               scrape. He starts up. A flashlight blinds him. Tom is staring
               into the flashlight, blinded by the sudden brilliance.
               From the darkness behind the flashlight Raphael's voice comes

                                   RAPHAEL'S VOICE 
                         I brought you some tea, sir.

               Raphael is depositing a teapot and toast on Tom's desk.

                         I have a bulb too, sir. The
                         Captain's orders.

               Raphael goes to the light socket, unscrews the old bulb and
               inserts a new one. The light comes on.

                         What made the lights go out?

                         I don't know, sir, but I think
                         there is a short or something here.
                         The Captain hopes you enjoy your
                         tea, sir. He told me to say that he
                         won't forget you.

               During and after this speech, Raphael stares at Tom, and then
               his eyes go to the tea. Tom looks at the tea also.

                                   RAPHAEL (cont'd)
                         Pleasant dreams, sir.

               Raphael goes out the door, which swings ajar.

               Tom, standing by his desk, looking at the door, then at the
               teapot. He lifts the teapot and holds it in pouring position
               over the teacup. But he does not pour any tea. Instead, he
               stands staring at the pot. He moves to the wash basin, and
               empties the tea into the basin. His eyes go around the cabin,
               and focus on the porthole. He goes to the porthole, which is
               over the bed, kneels on the bad, and looks out.

               Tom sits down again on the bed, looking at the door.


               EXT. MAIN DECK -__DAY

               Tom is walking along the deck, and meets Bowns, emerging from
               a companionway.

                         Good morning, Mr. Bowns.

               Mr. Bowns merely looks at Tom without replying.

               Tom walks to the after wall deck where Chips, the carpenter,
               is sawing a board, or planing a new hatch timber. Tom pauses
               beside Chips and watches him work a moment,

                                   TOM (cont'd)
                         There isn't any lock on my cabin
                         door, Chips. I wonder if you could
                         put one on.

               Chips goes on working without speaking, or even looking up.
               Tom stands for a moment, and walks on.

               Tom passing the galley, as Alfred emerges from the galley
               with a pan of refuse, and steps to the rail. They pass one
               another without speaking.

               EXT. FORWARD WELL DECK - DAY

               A group of the man are working around the forward mast, doing
               rope work. Tom comes in, idly watches them. One of them lays
               down a large, wooden marlin spike. Tom steps forward.

               SHOT of Tom's right hand as it closes over the marlin spike.
               As his hand grasps this article, another hand takes hold of

               SHOT of the Captain and Tom, both holding the marlin spike.
               The Captain smiles.

                         Since you have no earthly need of
                         this --

               Tom holds his grasp for a moment, and tenses. But he looks
               past the Captain, and sees, as does the CAMERA, Bowns
               watching. Tom releases the marlin spike. He turns away,
               without a word.


               INT. TOM'S CABIN - NIGHT

               Tom, fully clothed, is sitting on his bed, listening. He
               yawns. He is afraid to go to sleep. He arises and goes to the
               door, and stoops to test the paper he has wedged between it
               and the sill. He grasps the handle and pulls, and the door
               opens. He looks out into the corridor, protruding his head,
               comes back and lies down on the bed.

               He dozes, suddenly awakens with a start and jumps to his
               feet, and listens. Eight bells sounding in various parts of
               the ship, as previously described, come over the sound track,
               Tom goes to and tests the door again. He stands motionless,
               looking around his cabin. He looks at his desk lamp, looks at
               a pipe overhead.
               He goes to the bed, pulls back the blankets, and yanks off a
               sheet. He tears a strip lengthwise from the sheet.

               EXT. FO'C'SLE - NIGHT

               The lookout strikes a later hour.

               INT. TOM'S CABIN - NIGHT

               Tom has made a long rope of the strips of sheet. One end is
               knotted to the doorknob. He draws the other end over the pipe
               which runs across the ceiling. He attaches the free end to
               the chain which lights the lamp bulb, and sets the lamp on
               the floor, raising the shade so that the lamp will shine on
               the door. He tests his device first by drawing on the sheet.
               The lamp lights and illuminates the door. He extinguishes the
               lamp, and goes to the door and opens it. The lamp shines
               brightly on the opened doorway. He closes the door again,
               replaces the paper stopper, and lies down, still dressed.

               At this moment, there is a crash in the cabin, and Tom leaps
               to his feet, looking around in the dim light from the
               porthole. He cautiously lights a light, and looks around. He
               sees either that the collapsible washstand has fallen, or
               that a carafe of water, or a bottle has crashed into the wash
               bowl, due to the roll of the ship. He goes back to bed, where
               he piles up the pillows, and half sits, half reclines. His
               eyes close wearily, then open, then close, and his head nods.

                                                       DISSOLVE OUT

               EXT. BRIDGE DECK - NIGHT

               A seaman Is standing looking off into the darkness. From the
               wheelhouse can be heard the striking of still another hour.

               INT. TOM'S CABIN - MIGHT

               Tom is sleeping. His trick alarm system is all rigged. He
               sleeps peacefully. Suddenly the door opens. The light flashes
               on. The cans rattle. He wakes up, startled, jumps out of his
               berth, stands tensed, waiting. Nothing happens. He goes and
               looks out into the corridor.

               INT. CORRIDOR - NIGHT

               The corridor is dimly lit. There is no sight of anyone. No
               sound of movement.

               INT. TOM'S CABIN - NIGHT

               Tom returns. He looks around, starts to re-rig his apparatus.
               The porthole over his berth bangs back and forth with the
               roll of the ship. He gets on the berth to close it. The
               locking lugs have been taken away. Tom stands watching this
               porthole for a few moments. He steps silently to the door,
               and listens.

               SHOT of Tom as he stands for a moment thinking, and we should
               know that he has reached a crisis. He makes up his mind. He
               removes his shoes, disconnects his sheet-light alarm, opens
               his door with natural precautions, and enters the corridor,

               SHOT of Tom walking cautiously, listening at every stop, down
               the corridor.

               EXT. MAIN DECK - NIGHT

               Tom comes out of the deck house and passes along the main
               deck to the ladder. He starts up.

               EXT. BOAT DECK - NIGHT

               Tom comes up to the boat dock, cautiously looks around, sees
               no one, and makes his way to the door of the Captain's
               office. Very quietly, he opens the door and sneaks Into the

               INT. CAPTAIN'S CABIN - NIGHT

               Tom stands near the arras locker, listening. After a moment,
               he takes a step to the door of the arms locker and opens it.
               The locker is empty. At this moment the Captain's chuckling
               low laughter comes o.s. from behind Tom. Tom wheels around.

               Tom faces the Captain at a distance of about eight feet. The
               Captain holds a revolver in his right hand. They stand
               motionless for a second or two. Tom tenses as if to charge
               the Captain, who raises the revolver and points it at Tom's

               CAPTAIN Hold it.

               Tom stands tensed facing the Captain.

                             (softly, but grimly)
                         One move, and you'll have a bullet
                         through your abdomen --not a
                         pleasant or a quick death. Perhaps
                         you've never seen a man die that

               Tom clears his throat to speak, squares his shoulders.

                                   CAPTAIN (cont'd)
                         But, I want you to live. I want you
                         to learn the great lesson I once
                         thought I had taught you -- that
                         authority cannot be questioned or

                         That's crazy talk.

               The Captain thinks this over a moment, and his face becomes
               set and strained.

                         I never felt more sane in my life
                         than I feel at this moment. Who is
                         crazy -- you who defied me and are
                         helpless and discredited, or I who
                         control my destiny and the destiny
                         of the Altair and all the lives on

                         I wish Bowns, I wish the crew could
                         see what I see now --could hear you

                         You think I'm insane?

                         Yes. And they would too if they
                         could see you now -- raving and

               The Captain makes an almost visible effort to calm himself.

                         I'm the Captain -- so long as I
                         wear these strips you won't get a
                         man in the crew to believe you or
                         to help you. You'll find them too
                         lazy, too cowardly or too
                         disinterested, Merriam. That's what
                         I want you to learn -- men arc
                         worthless cattle -- and a few men
                         are given authority to drive them.

                         You won't even be able to prove
                         that to me with a gun, Captain. I
                         know people aren't that way --
                         they're usually good and kind --
                         willing to help other people. It's
                         only hard to get them to

                         I'm going to give you a chance to
                         make them understand. You can go
                         out of here -- you can go anywhere
                         you want on the ship -- you can
                         talk to anyone -- and see who'll
                         help you -- who'll dare to stand up
                         with you against authority.
                         Even your friend, Sparks, he won't
                         help you.

               He makes a motion with his gun.

                                   CAPTAIN (cont'd)
                             (almost hysterically)
                         Go ahead! Get out. Try to got help 
                         - against me -- try -- try.

               Tom turns and starts out of the cabin. The camera, set up
               behind the Captain, shows him as he leaves and disappears
               into the darkness, the gun always pointed at his back.

                                                         DISSOLVE OUT

                                                       DISSOLVE IN

               EXT. FO'C'SLE HEAD - DAY

               Tom is standing beside Jim, who is polishing the big ship's

                             (low voice)
                         But Louie was your pal — the best
                         friend you had on board.

               Jim keeps on polishing the bell, apparently oblivious to Tom.

                                   TOM (cont'd)
                         How do you think your pal was
                         caught in the chain locker? Do you
                         think that hatch cover closed

               Jim moistens his rag from a can of polish and without looking

                         If you'll take my advice, you'll
                         stop trying to make trouble around

               As Tom listens to this speech with tired despair, Boats comes
               into the scene.

                         Boats, you're a sensible man.

                         Listen, kid. Take my advice and
                         quit trying to stir up the crew
                         against the Old Man. They don't
                         like it. They don't like you. And
                         besides — did you ever hear about

               Tom stares at Boats, opens his mouth, but says nothing, and
               walks o.s. forward, dejectedly.

               EXT. MAIN DECK - DAY

               Tom is walking along the deck, and meets Bowns, emerging from
               a commonway.

                         Good morning, Mr. Bowns.

               Mr. Bowns merely looks at Tom without replying.

               SHOT of Tom passing the galley, as Alfred emerges from the
               galley with a pan of refuse, and stops to the rail. They pass
               one another without speaking.

               EXT. BOAT DECK - DAY

               SHOT of Tom walking through the corridor, past the officers'
               quarters. He is walking briskly, as if his mind was made up.
               He opens the door of the wireless room and enters.

               INT. RADIO ROOM - DAY

               Sparks is listening with his earphones on. When he sees Tom
               enter and close the door, he removes the earphones and arises
               to his feet.

                         Listen, Tom. You'll only get anyone
                         you try to talk to in Dutch. Why
                         don't you be a good guy and —

                         Get this. I'm desperate, Sparks.
                         Why is the lock off my --

                         I don't know a thing. There's just
                         one way you can please me -- and
                         that's by keeping away from me and
                         not talking to me. It seems to me
                         the Captain is being pretty decent
                         after what you —

                             (in desperate earnestness)
                         But it's true. I've got to convince
                         you -- someone. The Captain is a
                         homicidal maniac. We've got to do --

               Sparks replaces his earphones and tunes up his apparatus so
               that he cannot hear Tom. Tom stops talking and turns to
               leave, in despair.


               EXT. FO'C'S'LE HEAD - DAY

               Finn is standing watch. Tom comes into the scene and stands
               behind Finn. They both stand in this position for a moment.

               CLOSE SHOT of Finn.

                         I know this man -- I know his
                         trouble -- and I believe him. But I
                         cannot tell him. I can only watch --
                         watch and guard him.

               TWO SHOT of Tom and Finn standing together. Tom can only see
               Finn's sinister face.

               INT. WHEELHQUSE - EVENING

               The Captain is sitting at the chart table writing in the log
               when Sparks comes into the scene and lays a radio message on
               the table and stands by. The Captain leisurely reads the


               Captain Stone S.S. Altair. Is Thomas Merriam aboard ship.
               Please reply immediately as Ellen is worried.

               (signed) Charles

               The Captain is at the table and Sparks on his feet waiting as
               the Captain writes a brief message on a bit of paper. He
               hands this message to Sparks.

                         Get this off right away.

               Sparks takes the message and reads it with no show of
               emotion. He goes out.

               EXT. MAIN DECK - NIGHT

               Tom walks very dejectedly and turns down the corridor leading
               to his cabin.

               INT. CORRIDOR - NIGHT 

               Tom walks through and into his cabin,

                                                             FADE OUT

                                                       FADE IN 

               INT. TOM'S CABIN - NIGHT

               Tom enters. A small lamp makes a swaying pool of lamplight on
               the floor of the cabin. Hunched in the shadows by the berth
               is a lean figure that straightens itself up as Tom comes in.
               It is Sparks.

                         Hi, Tertius. Close the door.

               Tom closes the door behind him. The two boys stand looking at
               each other a moment without a word. Sparks hands over a
               wireless blank. Tom turns it toward the lamp to read it, then
               faces about and looks at Sparks,

                         I don't get this.
                         'Tom Merriam not aboard Altair.
                             (turning back to Sparks)
                         Why in the world would the
                         Captain want to send this to Mr.

                         It's just because I don't know that
                         I'm beginning to believe your
                         story, Tom.

               Tom studies the wireless form again and shakes his head?

                                   SPARKS (cont'd)
                         This was sent in reply to a
                         message from Roberts asking if
                         you were aboard. The way I figure
                         it, maybe you're right -- maybe
                         the Captain does intend to get
                         rid of you.

                         Now you know, are you going to
                         help me?

               Sparks nods.

                         Yeh, I'm going to take this to
                         Bowns in the morning. It'll be
                         enough to get him to listen to you
                         anyhow. Meanwhile, you'd better get
                         some rest.

               He starts toward the door. At the door he pauses.

                                   SPARKS (cont'd)
                         So long, Tertius.

                         So long, and thanks.

               INT. CORRIDOR - NIGHT

               Sparks passes from Tom's door to the door leading on to the
               main deck.


               Sparks steps out of the corridor doorway and starts along the
               passage. From the shadow Captain Stone steps suddenly and
               falls into step beside him. They turn, toward the stern as
               they reach the main deck.

               EXT. MAIN DECK - NIGHT

               CAMERA DOLLIES with Sparks and the Captain as they walk

               silently along the main deck toward the stern. They pass the
               Finn working the big valve. In passing, Sparks taps the Finn
               on the arm. The Finn slowly turns to look at him.   

               The CAMERA HOLDS with the Finn, then PANS TO FOLLOW the two
               other men from his viewpoint. Sparks drops a piece of paper
               to the deck. The Finn watches until the two men have
               disappeared in the gloom aft, then steps forward. He bends
               down and retrieves the paper. He opens it and holds it
               awkwardly, examining the whole letter than any particular, in
               the manner of one who does not know how to read.
               INSERT THE WIRELESS BLANK. It reads:
               MASTER - S.S.ALTAIR

               It is written in the sharp angular backhand the Captain

               The Finn stares at the paper, then looks off after the two


               INT. TOM'S CABIN - NIGHT

               It is dark in the cabin. The only light comes from the
               The door opens and a dim light shines In from the hall. The
               Captain enters, turns on the bulkhead light. The room blazes
               with light. Tom awakens out of a deep sleep, sits up startled
               and wide-eyed to find the Captain looking calmly down at him.

                         Do you know how to operate the
                         wireless, Mr. Merriam?      

                         Yes, sir.

                         If you don't mind, I'd like you to
                         get up and send a message for me.

               Tom swings his legs out of the bed and sits on the edge of
               the berth. He is dressed in plain white pyjamas. He gropes on
               the deck for his straw slippers and shoves his feet into
               them. By this time enough sleep has cleared from his brain to
               allow him to think and question.

                         I beg your pardon, sir, but why
                         can't Sparks send it?

                         The message I'm asking you to send
                         will answer that question.

               He starts for the door and Tom shuffles after him,

               EXT. WELLDECK - NIGHT

               Near the fo'c'sle hatch the Finn sits holding the message in
               front of him, Ausman on his way into the fo'c'sle, stops a
               moment and looks down at the paper.

                         Can you read, Finn?

               The Finn shakes his head.

                                   AUSMAN (cont'd)
                         What do you want that paper for?

               The Finn shrugs.


               The room is empty but lit and alive with the tap-tap of the
               receiving instrument. The Captain, followed by Tom comes in.
               Tom sits down at the instrument board, puts the head-phones
               on and adjusts the instrument. All the while the Captain
               watches him.

                         Okay, sir. I'm ready.

               Smiling, the Captain steps forward and lays a message blank
               in front of Tom. Tom reads it in a glance.
               STONE, MASTER, S.S.

               Tom jumps to his feet, pulling off the ear-phones.

                                   TOM (cont'd)
                         This is a lie. You killed him. You
                         knew he was going to help me.

               The Captain merely smiles. Enraged, desperate and without
               thinking, Tom leaps at him. The Captain grapples with him and
               tries to hold him off. They go plunging through the open door
               to the deck beyond.

               EXT. TOP DECK - NIGHT

               Tom and the Captain struggle to find a footing on the deck.
               The Captain, exerting superior strength, holds him

                             (excited and hysterical)
                         You killed him. I know you killed

               Bowns, followed by Benson, comes running on to the deck. Each
               of the men grabs one of Tom's shoulders, pulling him away
               from the Captain, Tom struggles to free himself end attack
               the Captain again. Two more seamen come clumping up the
               ladder and help restrain him. The Captain stands watching the
               struggling mass of men, coolly.

                                   TOM (cont'd)
                         He killed Sparks. Let me go. I tell
                         you he didn't fall overboard.
                         Captain Stone killed him, — just as
                         he killed Louie — just as he wants
                         to kill me. I tell you he's crazy —
                         can't you understand he's crazy —
                         crazy --

               The Captain stands smiling,

                         Mr. Merriam may be giving us some
                         clue as to what's wrong with him,

                         You mean the boy is --

               He breaks off and makes a twirling motion near his forehead.

                         It's not me -- it's the Captain.
                         He's mad I tell you.

                         I don't know how you'd describe
                         conduct such as this, Mr. Bowns.

               Tom struggles more violently to get away from the men who are
               holding him.

                         Let me go — please -- let me go. He
                         killed my friend. He killed Louie.

               The men hold him even more tightly.

                             (to Bowns)
                         Perhaps we'd better have the boy
                         restrained — 
                             (he turns to go)
                         -- so he won't hurt himself.

               Tom makes a last desperate effort to break away. The whole
               mass of men moves with his effort.

                         Get a rope, lads. Truss him up end
                         put him in his berth.

               THE WHEELHOUSE - NIGHT

               The man at the wheel is alone. The Finn comes in from the
               port side and looks about as if looking for someone. He holds
               the wireless form in his hand. McCall is on watch.

                         What's all the excitement?

               The Finn mutely shakes his head.

                                   MCCALL (cont'd)
                         Aw - you couldn't be telling.

               The Finn goes out the starboard side, still behaving as if he
               were looking for someone,

               INT. TOM'S CABIN - NIGHT

               The men have just finished putting Tom into his berth. His
               arms have been bound close to his chest with strips of
               canvas. There is a gag in his mouth. The Captain, holding a
               flat tin box in his hand, is watching them put Tom into the
               berth. Bowns is supervising the job.

                         That's fine, boys. That's enough.

               The men trail out, leaving the Captain and Bowns alone with
               Tom. Tom fights against the gag and against his bonds. The
               Captain watches him, then turns to Bowns.

                         You'd better give him a sedative.

               He hands Bowns the flat tin box.

                                   CAPTAIN (cont'd)
                         There's a needle all made up.

                         You think he needs that?

                         He looks pretty bad. It might quiet

               Bowns nods and takes the hypodermic needle out of the kit.
               The Captain watches him do this, than turns and leaves the
               cabin. Bowns, with the needle in hand, bends down and starts
               to bare Tom's arm. Tom twists and turns and tries vainly to
               speak with his eyes to beg Bowns to wait - to give him a
               chance. Bowns methodically rolls up Tom's pyjama sleeve, dabs
               on alcohol ana gives the injection.

               (The actual act of giving the hypodermic should be masked
               from the camera.)

               Almost immediately, Tom's lids grow heavy; his eyes grow
               dull. Bowns gets up, gives Tom a last look of inspection,
               turns, goes to the door and exits.

               EXT. MAIN DECK - NIGHT

               The Finn is standing in the alleyway lounging against the
               bulkhead, obviously waiting for Bowns to step out of the
               corridor door into the alleyway. Bowns comes out and the Finn
               steps toward him, putting his hand on his sleeve to halt him.

                         What do you want?

               The Finn hands him the wireless form. Bowns looks at the Finn
               and then at the paper, moves a little to catch a better light
               from the corridor, then begins to read.

               EXT. MAIN DECK - NIGHT

               The Captain is slowly descending the ladder from the boat
               deck. He sees something below him, stops and looks toward the

               The Finn and Bowns. Bowns has finished reading. He stuffs
               the paper into his jacket pocket and proceeds to walk off.
               The Finn stops him, points questioningly at his pocket.
               Bowns nods, pats the Finn's shoulder in a gesture of
               reassurance, and again starts aft. The Finn, still standing
               in the alleyway, watches him. When he has gone, the Captain
               comes down from the ladder, walks slowly after him, calmly
               smoking a cigar,

               INT. TOM'S CABIN - NIGHT

               CLOSE SHOT of Tom, who is struggling to fight off the effects
               of the opiate. His eyes close, and he opens them with an
               effort of will and stares rigidly. They begin to close again
               and again he forces them open and shakes his head.

               EXT. MAIN DECK - NIGHT

               The Captain standing outside of the officers' dining saloon
               looking through a partially open port. He stands calmly

               INT. DINING SALOON - NIGHT

               The first engineer and second officer are seated with mugs of
               coffee before them, Bowns stands across the table from them,
               the wireless is on the table between them.

                                   FIRST ENGINEER
                         That is an odd message surely.
                         Can't make head nor tell of it.
                         With the boy here and alive —

                         Orders is orders, so I had the kid
                         tied up and gave him a sedative --
                         but maybe he ain't the crazy one at

                                   FIRST ENGINEER
                             (following a swig of
                         You deck officers have your

                         This is going to be you fellows'
                         problem as well as mine. After me
                         you're next in line, and you've got
                         to back ma up.

               The engineer picks up the wireless and studies it again,

                                   BOWNS (cont'd)
                         If the boy is right.

               EXT. MAIN DECK - NIGHT    

               The Captain is still listening to the conversation in the
               officers' dining saloon. Suddenly he seems to make up his
               mind about something. He begins walking forward.

               Over the sound track can bo heard Down's voice repeating over
               and over, "The boy's right. The boy's right."

               INT. DINING SALOON - MIGHT

               The first engineer, second officer and Bowns.

                                   FIRST ENGINEER
                         I don't know, It's very puzzlin'. I
                         hate to cross the Captain.

                         You don't think I like it, do
                         you? This is all such n strange
                         business. I feel we ought to get
                         to the bottom of it.

                                   FIRST ENGINEER
                         Now don't go off half-cocked. Let's

               INT. CAPTAIN'S CABIN - NIGHT

               The Captain is just coming in. He turns on the light near the
               door, takes off his uniform cap and rubs his brow. For a
               moment he stands rather indecisive, then he looks off at the
               carved motto.

               "Who doth not head the rudder must meet the rocks."

               He crosses to it and stands staring. In the polished
               surface of the wood his face can bo seen as in a glass,
               darkly," On the sound track Bowns' voice can still be
               hoard, repeating "The boy is right," and now Ellen Robert's
               voice chimes in with the same words. The Captain's features
               contort. His eyes glow, then with a quick movement, the
               Captain reaches up and takes hold of the sign. He digs his
               fingernails around the edges. With great strain, he tears
               it loose from the wall, holds it a moment, then crashes it
               across his knee. It shivers into several pieces.
               He turns, takes down the Circassian dagger from the wall,
               rips it from its sheath and goes quickly out the door.

               INT. DINING SALOON - NIGHT. 

               The first engineer, second officer and Bowns.

                         But Mac, we've got to do
                         something about this. We can't
                         just let things stand this way.

                                   FIRST ENGINEER
                         Well, now, I don't know.

               EXT. WELL DECK - NIGHT

               Several of the crew are clustered about the main hatch. The
               Greek is playing his bagpipe and Billy is dancing and singing
               to the music.

               INT. TOM'S CABIN - NIGHT

               The room is lit only by the faint light coming through the
               portholes and the movement of the boat causes these shafts of
               light to move about the room. In this dim light can be
               distinguished the dark figure of the Captain as he stands
               over Tom's bunk.

               The Captain from Tom's angle. He stands still, almost
               brooding, the upraised dagger in his hand.

               CLOSE SHOT of Tom. He is still struggling against the effects
               of the drug. He keeps his eyes open only by an effort of
               will. They are heavy lidded and strained as he gazes upward.

               CLOSE SHOT of the Captain. Suddenly in the immobility of his
               face there is a flicker of movement; a flash of purpose in
               his eyes, he is about to strike.

               MED. CLOSE SHOT - the door as it suddenly swings open
               revealing the Finn who is pulling his shiv from its sheath.

               MED. SHOT - the Captain as he whirls to meet the Finn. He
               sees the deadly purpose in the Finn's crouch, and he half
               turns in the hope of stabbing Tom before having to fight this
               new antagonist.

               The Finn moves in quickly. He stabs at the Captain, knocking
               him off balance so that he goes reeling across the room,
               crashing into the washstand, which splinters with his weight.

               The Finn leaps at him, but before he can engage, the Captain
               has thrust himself to his feet. He meets the Finn's blow with
               a parry of his knife. The two blades shrill with the sound of
               steel on steel.

               The two men fight in deadly silence, stabbing and hacking at
               each other about the room, first one and then another falling
               and then regaining his feet and then coming back to fight
               once more. Blood drips from them and in the close confines of
               the pitching cabin, they pant and gasp for breath. All the
               while above them is the faint sound of the bagpipe and the
               merry slap of Billy's dancing feet.

               The Captain forces the Finn into a corner and moves his knife
               into position for the kill. The Finn grasps the blade in his
               naked hand. The Captain twists the knife and pulls it from
               his clutch, but even this moment of pain has given the Finn
               respite enough to leap away, gather himself and charge again.

               Again the Captain fights him off, and now the Captain's
               superior bulk and strength comes to his aid. The Finn, to
               save himself, has grabbed the Captain's knife wrist in his
               hand, and the Captain, parrying a low thrust from the Finn,
               grabs the Finn's wrist with his left hand. The Captain pushes
               with all his strength against the Finn's wounded hand, and
               little by little the fingers give way, the knife going down
               closer and closer to the Finn's heart. The Finn pushes with
               all his might against the Captain's restraining hand and
               cannot move his knife forward a single inch, then suddenly he
               brings his knee up and kicks the knife blade home into the
               Captain's groin. The Captain falls.

               The Finn stands over him and from the mute's throat comes a
               horrible sound, a dumb man's crow of triumph.

               CLOSE SHOT of Tom. He gives up the fight against the drug and
               falls asleep.


               INT. BRIDGE - NIGHT

               Tom is on the bridge. The Finn is at the wheel beside him.
               The light fro.,i the binnacle is glowing. The chronometer in
               front of the Finn rings four bells. He reaches up and pulls
               the cord, which rings the bridge bell, four times. From
               forward comes the answering four strokes of the big bell on
               the forecastle, and the lookout's voice:

                         Lights are burning bright.



               Tom comes down the gangplank, bag in hand. At the foot of the
               gangplank stands the blind beggar playing his zither and
               still singing:

                                   BLIND BEGGAR
                         "Oh give me some time to blow the
                         man down."

               To pauses, puts down his bag and fishes in his pocket for a
               coin. He drops it into the man's tin cup.

                         For luck.

                                   BLIND BEGGAR
                         Thank you, sir, being a sailor
                         you'll need luck.

               Tom stands grinning at him.

                                   BLIND BEGGAR (cont'd)
                         Oh, you're a sailor all right, sir.
                         I don't need eyes to tell me you're
                         a seaman outward bound.

               Tom merely grins and starts to pass on toward the left. From
               the right a young girl's voice calls to him.

                                   GIRL'S VOICE 
                         Oh, Mr. Merriam — Mr. Merriam!

               Tom turns inquiringly to his right. On the ship's side the
               shadow of a fashionable young girl can be seen. He smiles and
               begins to step toward her.

                                   GIRL'S VOICE (cont'd)
                         Mr. Merriam, my sister, Ellen,
                         told me to meet your ship.

               Tom steps out of frame. The old beggar feels in the cup for
               the coin Tom had flung him.

               On the ship's side the shadow of Tom and the girl can be seen
               extending their hands to each other.

                                                            FADE OUT 

                                        THE END