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

               SONGS

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

               "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

               The MAIN and CREDIT TITLES are SUPERIMPOSED on a STUCK SHOT
               of a freighter steaming slowly through wraith-like mists and
               over glassy water.

               EXT. DISPLAY WINDOW - SAN PEDRO STREET - NIGHT

               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."

                                   VOICE
                         (o.s.,singing) 
                         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
               sung.

               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
                             (singing)
                         It's starboard and larboard we
                         jump to the call When kicking
                         Jack Roberts commands the Black
                         Bull.
                         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 —

                                   TOM 
                         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
                              money)
                         Thank you, thank you. If it's the
                         Altair you're boarding, it's a
                         bad ship.

               Tom puts the coin in his hand.

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

               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.

                                   TOM
                         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.

                                   FINN
                             (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
                              it)
                         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.

                                   CAPTAIN 
                         Mr. Merriam?

                                   TOM
                         (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:

               WHO DOES NOT HEED THE RUDDER SHALL MEET THE ROCK

                                   CAPTAIN
                         (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.

                                   TOM
                         (politely) 
                         Thank you, sir.

                                   CAPTAIN
                             (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)
                             (smiling)
                         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.

                                   TOM
                             (eagerly)
                         I'll do everything I can.

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

               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)
                         Don't.

               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.

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

                                   CAPTAIN
                             (smiling)
                         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
                         deck.

               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,

                                   TOM
                         Steward?    

                                   RAPHAEL 
                         Yes, sir.

                                   TOM
                         My nene is Merriam. I'm the new
                         Third.

                                   RAPHAEL
                         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.

                                   TOM 
                         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:

                                   RAPHAEL
                         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.

                                   TOM 
                         He died in this berth?

                                   RAPHAEL
                         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
               him.

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

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

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

               Tom shrugs.

                                   TOM
                             (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.

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

               Tom glances at the berth as he starts undoing his coat
               buttons.

                                                             DISSOLVE

               EXT. FORECASTLE HATCH - NIGHT

               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,

               EXT. BOATS AT FORECASTLE HATCH - NIGHT

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

                                   BOATS
                             (bellowing)
                         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
                         crew.

               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.

                                   PETER
                         (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.

                                   BOATS
                             (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.



               EXT. FORWARD AND AFT MAIN DECK -- NIGHT

               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.

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

               Bowns has already started for the ladder.

                                   BOWNS
                         (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
               boatswain.

                                   BOWNS 
                         Go ahead, Boats.

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

                                   BOATS
                         Ausman,	Jack.

                                   AUSMAN
                         Here.

                                   BOATS
                         Benson,	William.

                                   BENSON
                         Here.

                                   BOATS
                         Burch,	Harry

                                   BURCH
                         Yo!

                                   BOATS
                         Carter,	Claude

                                   CARTER
                         Present. 

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

                                   BOATS
                         Pipe down, there... Corbin, John -
                         JOHN
                         Here.

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

                                   JOHN 
                         Thank you, Mister.

                                   BOATS
                         Farnham, Ed -

                                   FARNHAM
                         Here.

               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
               embarrassed.

                                   BOATS
                         Hauser, Frank -

                                   HAUSER
                         Here.

                                   BOATS
                         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.

                                   LOUIE
                         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.

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

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

                                   BOATS
                         McCall, Tom -

                                   MCCALL
                         Yo!

                                   BOATS
                         O'Connor, Jack -

                                   O'CONNOR
                         Present.

               The bos'n looks at Louie.

                                   BOATS
                         Parker, Louis -

                                   LOUIE
                         Here, teacher.

               Boats gives him a hard look, but goes on.

                                   BOATS 
                         Radd, William -

               Billy Radd, a Negro, raises his hand.

                                   BILLY 
                             (singing)
                          I'm Billy Radd From Trinidad.

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

               There is a short silence.

                                   BOATS (cont'd)
                         George Jennsen -
                             (tries another
                              pronunciation)
                         Yannsen!

               Still no answer.

                                   BOATS (cont'd)
                         Vaughn, Jack -

                                   VAUGHN
                         Here.

                                   BOATS
                         Waite, Leonard -

                                   WAITE
                         Here.

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

                                   BOATS
                         Everybody here, sir, - except
                         Jennsen.

               He looks toward the forecastle.

                                   BOWNS
                         Maybe in the foc'sle.

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

               Bowns cups his hands before his mouth and bellows.

                                   BOWNS
                         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,

                                   BOWNS
                         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.

                                   CAPTAIN
                         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
               CLOSEUP.

                                   FINN
                             (narration)
                         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.

                                   JOHN
                         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.

                                   TOM
                         We streamed the log at exactly
                         9.18.23.

               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."

                                   CAPTAIN
                         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.

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

                                   JIM
                         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.

                                   LOUIE
                         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.

                                   JIM
                         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.

                                   LOUIE
                         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
                         you---

                                   JIM 
                         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.

                                   TOM
                             (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.

                                   CAPTAIN
                             (smiling)
                         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
                         officer.

                                   TOM
                         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
                         authority.

                                   CAPTAIN
                         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.

                                   BILLY 
                         You sea sick?

                                   PETER
                         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.

                                   BILLY
                         What's the matter with your belly,
                         then?

                                   PETER
                         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.

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

                                   CAPTAIN
                         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
               point.

                                   LOUIE
                         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
               astern.

                                   JIM
                         We should be out about that far
                         now.

               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.

                                   SPARKS
                         I 'm Sparks.

                                   TOM 
                         What'd you call me?

                                   SPARKS
                         Tertius.

                                   TOM
                         What's that mean?

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

               Tom grins.

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

               Sparks grins.

                                   SPARKS
                         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.

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

                                   SPARKS
                         The Captain?

               Tom nods.

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

                                   TOM
                         Remember, I'm like Shakespeare —

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

                                   TOM
                         I like the Old Man. He seems a good
                         skipper.

                                   SPARKS
                         I've sailed with him before.

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

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

                                   TOM
                             (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.

                                   BOATS
                         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
               forward.

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

               The men begin painting with a will.

                                                             DISSOLVE

               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.

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

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

                                   CAPTAIN
                         Everything gone well on your watch,
                         Mr. Merriam?

                                   TOM
                         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
               Captain.

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

                                   TOM 
                         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
               him.

                                   BOATS
                         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.

                                   TOM
                             (frowns)
                         No, Boats, not yet. Paint's too
                         wet.

               Boats looks at him quizzically.

                                   BOATS
                             (shrugging his
                              shoulders)
                         Okay.

               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.

                                   TOM
                         Excuse me, sir.

               The Captain turns, smiling.

                                   CAPTAIN
                         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
                         bright.

               EXT. STARBOARD SIDE - FORWARD WELL DECK - NIGHT

               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.

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

                                   TOM
                         Okay.

               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.

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

                                   TOM
                         That's all right.

                                   SPARKS
                         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.

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

                                   TOM
                         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.

                                   TOM
                         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.

                                                             DISSOLVE

               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.

               EXT. WHEEL DECK AFT FO'C'SLE HEAD - NIGHT

               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.

                                   LOOKOUT
                         Ahoy — the bridge,

               THE BRIDGE - NIGHT

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

               EXT. WELL DECK AND FO'C'SLE DECK - NIGHT

               The lookout shouts again.

                                   LOOKOUT
                         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.

                                   JOHN
                         (warning) 
                         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.

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

               EXT. WELL DECK - NIGHT

               MED. CLOSE SHOT - the three seamen.

                                   JOHN
                             (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
               away.

               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.

                                   CAPTAIN
                         Put a stopper on that hook, Mr.
                         Merriam!

                                                             DISSOLVE

               INT. OFFICERS' DINING SALON - MORNING

               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.

                                   CAPTAIN
                         What are you thinking about, Mr.
                         Merriam?

               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?

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

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

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

                                   CAPTAIN
                             (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.

                                   TOM
                             (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
                         men.

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

                                   CAPTAIN
                         The lives of the crew? I have
                         rights over their lives, Mr.
                         Merriam.
                             (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?

                                   TOM
                         Only vaguely. I didn't understand.

                                   CAPTAIN
                         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?

                                   TOM
                         Yes -- I think I understand.

                                   CAPTAIN
                         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.

                                   JIM
                             (grunts)
                         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,

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

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

                                   JIM
                         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.

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

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

                                                             DISSOLVE

               INT. RADIO SHACK - DAY

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

                                   VOICE
                         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.

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

               Sparks looks over at the Captain. The Captain nods.

                                   SPARKS 
                         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
               stentoriously.

                                   VOICE
                         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
               continues.

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

               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.

                                   SPARKS
                         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
               instruments.

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

               CLOSE SHOT of Tom's face and shoulders.

                                   VOICE
                         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
               orders.

               CLOSE SHOT.

                                   SPARKS
                         Altair to Panama- the incision has
                         been made.

                                   VOICE
                         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.

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

                                   LOUIE
                         How do I know I aint?

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

               Louie hastily removes the mouthpiece from the instrument,

                                   LOUIE
                         Huh?

                                   JIM
                         I heard it's catching,

                                   LOUIE
                         Aw --

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

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

                                   JOHN
                         (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.

                                   SPARKS
                         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
                         off.

               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,

                                   TOM
                         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,

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

                                   TOM
                         Sparks --

               Sparks looks at him.

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

                                   SPARKS
                         What do you mean?

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

                                   SPARKS
                         You're crazy!

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

                                   SPARKS
                         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.

                                   CAPTAIN
                         Hark!
                             (pause)
                         Time.

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



               INT. WHEELHOUSE - DAY

               Tom and the Captain walk through on their way to the
               chartroom.

               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.

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

                                   TOM
                         That's all right, sir.

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

                                   TOM
                         A lot of people are squeamish about
                         blood --

               Captain silences him with an upraised hand.

                                   CAPTAIN
                             (interrupting)
                         I am not squeamish, Mr. Merriam,
                         and I am not afraid of anything but
                         failure.

               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,
                         Tom?

               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.

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

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

                                   RAPHAEL
                             (protesting)
                         After I go to all the trouble of
                         bringing it to you, Mr. Sparks.

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

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

               Sparks shakes his head.

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

                                   SPARKS
                         Been talking with the Captain?

                                   TOM
                         Yes.

                                   SPARKS
                         He's been talking about authority
                         again?

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

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

                                   TOM
                         (eagerly)
                         He explained that.

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

               He looks at Tom intently and then speaks very deliberately.

                                   TOM
                         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.

                                   SPARKS
                         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
                         wrong.
                             (putting back his ear
                              phones)
                         But that's got nothing to do with
                         me. We're bound south -- it's a
                         long voyage and I've a radio to
                         tend.

                                                             FADE OUT

                                                       FADE IN

               STOCK SHOT - Freighter steaming south - DAY

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

               THE FORECASTLE HEAD. DAY.

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

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

                                                             DISSOLVE

               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.

                                   B0W1JS
                         I get latitude (so-and-so)
                         longitude (so-and-so)

                                   TOM
                         I get so-and-so, (different from
                         Bowns.)

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

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

               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.

                                   LOUIE
                         (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
               it.

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

                                   LOUIE 
                         Have they got women there?

               Louie stares wistfully at the Galapagos Islands.

                                   JOHN
                         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.

                                                             DISSOLVE



               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.

                                   BOWNS
                         The Captain's been complaining
                         about the way the deck's being
                         kept.

                                   BOATS
                         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.

                                   LOUIE
                         The boy's been taking turns
                         standing double watches.

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

                                                             DISSOLVE

               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.

                                   CAPTAIN
                         Never trust the pawns.

                                                             DISSOLVE

               EXT. SEA - NIGHT

               NIGHT SHOT of freighter under way.

                                                             DISSOLVE



               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.

                                   FINN
                             (narration)
                         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.

                                   JOHN
                             (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.

                                   LOUIE
                         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.

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

               Louie is taken aback and gives this some thought.

                                   LOUIE
                         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.

                                   JOHN
                         Never heard of it.

                                   BILLY
                         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
               aloft.

                                   LOUIE
                         Who wants to bet I don't dare.

                                   BILLY
                         I'll bet you a thousand bucks you
                         don't.

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

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

                                   JOHN
                         Put up or shut up.

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

                                                             DISSOLVE



               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.

                                   LOUIE
                         ... 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.

                                   CAPTAIN(SOFTLY)
                         You know there are Captains who
                         might hold this against you, Louie.

               Louie squirms and touches his forehead in a half salute.

                                                             DISSOLVE



               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.

                                   JIM
                             (call in)
                         Hey, in there! Have you nearly
                         finished?

                                   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.

                                   LOUIE 
                         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 ALLEY OUTSIDE THE CHAIN LOCKER

               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
               din.

               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
               preoccupied.

               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
               crowbars.

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

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

               INT. ALLEY OUTSIDE THE CHAIN LOCKER - DAY

               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.

                                   CAPTAIN
                         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.

                                   TOM
                             (shocked)
                         Louie!

                                   CAPTAIN
                         He was a trouble-maker.

               Tom looks at him.

                                   TOM
                         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
                         moment.

                                   TOM
                         You didn't like him.

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

                                   TOM 
                         So you shut the hatch.

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

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

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

                                   TOM
                             (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
                         him.

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

                                   TOM
                             (Heatedly)
                         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.

                                   CAPTAIN
                             (Sarcastic)
                         What do you propose to do? Denounce
                         me?

               The two men stand facing each other.

                                                             DISSOLVE



               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.

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

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

                                   BOWNS
                         What is it?

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

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

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

                                   TOM
                         I think the Captain's
                         incompetent.

               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.

                                   BOWNS
                         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.

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

               Downs turns around again to face him.

                                   BOWNS
                         You heard me — and I'm the First
                         Officer.

               Tom nods and leaves.

                                                             DISSOLVE



               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.

                                   SPARKS
                         What's wrong, Kid?

                                   TOM
                         (blurts) 
                         The Captain's crazy, Sparks.

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

                                   SPARKS
                         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.

                                   TOM
                             (relieved)
                         Well, I'm glad you believe me.
                         Bowns practically threw me off the
                         bridge.

                                   SPARKS
                             (lightly)
                         Sure, the Captain is a little
                         teched.

               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.

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

                                   SPARKS
                         I know. Most people are.

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

                                   SPARKS
                         You might be a little excited
                         yourself, you know.

                                   TOM 
                         Let me tell you from the
                         beginning.

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

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

               Sparks shakes his head.

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

                                   TOM 
                         But you can't mean that, Sparks.

                                   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.

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

                                                             DISSOLVE



               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
               him..

               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.

                                   TOM
                             (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

               THE PIER AT SAN SEBASTIAN - DAY

               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.

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

                                   CAPTAIN
                         It's always good to see you,
                         Charlie.
                             (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.

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

                                   TOM 
                         Yes, in fact it's my first.

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

                                   TOM
                         Thank you,sir.

                                   CAPTAIN
                         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.

                                   ROBERTS 
                         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.

                                                             DISSOLVE

               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.

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

                                   TOM
                             (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.

                                   ROBERTS
                         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?

                                   TOM
                         (nervously) 
                         It's about Captain Stone.

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

                                   TOM
                         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.

                                   BOATS
                         — 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....

                                   ROBERTS 
                         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.

               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.

                                   BILLY
                         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. 

                                   ROBERTS 
                         That'll do now. Thank you.

               Peter gets up.

                                   PETER
                         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
               Tom.

                                   CAPTAIN 
                         I'm sorry this had to happen,
                         Tom.

               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.

                                   ROBERTS
                         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.

                                   CAPTAIN
                         Ellen.
                             (he smiles)
                         Does she watch for my ship?

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

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

               EXT. STREET SAN SEBASTIAN - DAY

               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.

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

               Roberts looks at him a little puzzled,

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

                                   CAPTAIN
                         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 affectio