ANYA
                  (singing in a whisper)
          THINGS MY HEART USED TO KNOW
          THINGS IT YEARNS TO REMEMBER ...

Dmitri looks at Anya, her back toward him, as he raises
his arm to her.

                       DMITRI
          Find out the truth - come to
          Paris with us.

Anya expression registers her internal debate. What if
it's true... It couldn't be... but if... Then,

                       ANYA
          All right. I will go with you.

Meetoo lets out his "retu". Vladimir lets out a whoop of
joy. Dmitri smiles and bows to Anya.

                       DMITRI
          The Her Royal Highness Princess
          Anastasia!

ON BARTOK

having watched the whole thing - he sighs.

                       BARTOK
          Oy. . .  he's gonna be so mad...

Bartok flies out a broken window and into the night.

EXT.	AERIAL VIEW OF ST. PETERSBURG - NIGHT

BARTOK'S POV

The city lights fade and we move into the blackness of
the Russian forest. Finally, in the distance. we see
the orange glow of a fire.

EXT.	GYPSY CAMP - NIGHT

Bartok swoops along the wagons. Everyone looks to be asleep.
Bartok keeps flying until he sees an ONIOUS LOOKING BLACK
WAGON, the largest and most elaborate.

Bartok screws up his courage and flies into the open
window of the BLACK WAGON.

INT.	RASPUTIN'S WAGON

A lone candle lights the dark wagon. A frightened Bartok,
stays on the window sill.

                       BARTOK
          Ummm ... Father Gregori? It's,
          uhh ... me. Bartok.
                  (a sign of relief)
          Phew! Not home ...

Rasputin's face suddenly ROARS into FRAME from the bed
below, his eyes fiery red and his beard wild.

                       RASPUTIN
          What?

                       BARTOK
          Oh my God!
                  (wing to chest)
          Don't do that ... feel my heart.
          Go ahead. I'm dying here ...

                       RASPUTIN
                  (smiling)
          And what do you want, my little
          rat-with-wings?

Rasputin rises and pours himself a glass of vodka.

                       BARTOK
          Name calling! That's mature.

Rasputin grabs him by the throat.

                       RASPUTIN
          I gave you that tongue and I
          can rip it out!

                       BARTOK
                  (strangled)
          No, I really like my tongue...
          we're very attached.
                  (rasputin releases him)
          Oyyyy... Okay, now... promise
          you won't get angry.

                       RASPUTIN
                  (sweetly)
          Why would I ever be angry with
          you, little friend?


                       BARTOK
          Yeah, right. Keep that thought
          okay? So, I'm in town, stop by
          the old palace. You get a better
          class of bats there - no tattoos
          or anything.

Rasputin rummages around for a full bottle of vodka,
tossing the empties - which Bartok has to dodge.

                       BARTOK (CONT.)
          So, I'm cruisin' the rafters and...
          what can I say, I struck out. I
          thought chicks would like the fact
          that I can talk, you know but,
          I mean, the way things are going
          I couldn't get invited to a plague.
                  (a bottle smashes)
          Someone's gotta clean that up...

                       RASPUTIN
          Get to the point sometime tonight..
          I'm late for a wenching.

                       BARTOK
          Okay... you're not gonna like this
          but, well, it looks like Anastasia
          is ... still alive.

He tenses, waiting for Rasputin's explosion but Rasputin
just laughs.

                       RASPUTIN
          Impossible. That rumor's been
          around for years.

Bartok hovers face-to-face.

                       BARTOK
          Trust me, it's her!

                       RASPUTIN
                  (eyes narrowing)
          How do you know?

                       BARTOK
          Rodent's intuition, how do I know?
          She looks exactly like her.
          Except she's taller,
          which	is natural ... Of course
          my second cousin Treplev - he
          never	grew. Looks like a
          little pepper shaker. He was
          so cute ...

Rasputin begins a slow growl that builds.

                       BARTOK (CONT. )
          Oyyy... I knew this was gonna
          to upset him!

Rasputin howls in anger and smashes his glass against
the wall. He moves toward the CABINET, knocking over
furniture. Rasputin flings open the cabinet and we see
the RELIQUARY, glowing gently as if it were sleeping.
Bartok covers his eyes in fear. Even Rasputin seem a
bit nervous in front of it.

                       RASPUTIN
                  (with reverence)
          Source of my power. Owner of
          my soul. I need your help.

Rasputin takes the RELIQUARY out of the cabinet and
sets it on the table.

                       BARTOK
          Hey, she's just a kid. And she's
          going to Paris outta sight,
          outta mind, outta Russia.

                       RASPUTIN
          I cursed then all!

                       BARTOK
          My Aunt Bella, sweet woman not
          the brightest bat in the world -
          she used to hang right side up,
          anyway she always said "Curses
          were made to be broken". Course,
          she said it in those irritating
          little bat squeaks, so it wasn't
          quite so profound...

Rasputin pulls out a set of RUSSIAN DOLLS (a small
painted. hollow doll with a smaller doll inside it,
and a smaller doll inside it, etc.) The first doll
bears an eerie resemblance to Nicholas. Inside the
second looks like Alexandra, all the way down to the
ANASTASIA doll.

"THE END OF THE LINE" (PRODUCTION NUMBER)

Rasputin will have a DARK, MENACING, DELICIOUSLY

SCARY NUMBER in whIch he SINGS of his obsession with
killing the Romanovs once and for all. Bartok will
interject comically throughouut. as Rasputin 	
will conjure up tLis minions from the iquary and sing
about Romanovs FINALE, he sends them off after Anya.

SONG TO INCORPORATE THE FOLLOWING SENTIMENTS:

                       RASPUTIN
          The Romanovs tried to kill me and
          I swore to destroy all of them!
          If she lives, if she should have
          a child someday, the Romanov Family
          continues! And I won't lot that
          happen! THIS IS THE END OF THE LINE!

He crushes the Anastasia doll in his massive hand.

                       BARTOK
          You know, this is really obsessive
          behavior. There is this doctor this
          doctor in Austria, Sigmund something
          and he feels. . . 

Bartok land on the table while be's talking and his
wing accidently knocks the RELIQUARY on its side and
it begins to roll.

                       RASPUTIN
          YOU IDIOT

Rasputin makes a sad leap, grabbing it seconds before it
shatters on the floor.	Rasputin holds it up. The
smokey SPIRITS inside swirl around, moaning.

                       RASPUTIN (CONT.)
                  (to Reliquary)
          Yesses - you'd all like to get
          out, wouldn' t you? Sorry
          just one at a time and only
          when I call.

Rasputin spins an Bartok, who Us been slinki away, and
slams a goblet over his.

BARTOK'S POV

From under the glass, Rasputin looks distorted and even
more horrifying.

                       RASPUTIN
                  (to Bartok)
          Do you have any idea what would
          happen if that broke?!

                       BARTOK
                  (voice under glass)
          You'd lose your security deposit?

                       RASPUTIN
                  (waving reliquary)
          Evil, powerful beings - I have
          their power only if I contain
          them, control them. If they
          should all be released at
          once... well ...

Rasputin smiles with his horrible yellow, decayed teeth,
and lifts the glass an if to whisper in Bartok, a ear.

                       RASPUTIN (CONT.)
          YOU DON'T WANT TO BE AROUND
          IF THAT HAPPENS!

The volume of Rasputin's voice rattles Bartok around the
inside of the glass. Rasputin focuses on the RELIQUARY.

                       RASPUTIN (CON'T.)
                  (to reliquary)
          Where is she? Where is
          Princess Anastasia...

Inside the reliquary the awoke begins to mow Suddenly,
the smoke EXPLODES in a burst and forms into the smoke
from a train engine. As the reliquary picture broadens,
we see a train and Anya, Dmitri and Vladimir all hurrying
to catch it.

                       RASPUTIN(CONT.)
          She has friends. No matter...

Bartok looks desperate under glass. He trios to topple
the glass prism by jumping up but just cooks his head.

                       BARTOK
          Ohhh, that was dumb...

                       BARTOK (CONT.)
                  (calling to Rasputin)
          Hello, I've get really terrible
          claustrophobia. That's why I
          could never live in a cave ...

Rasputin gives his attention only to the reliquary.

                       RASPUTIN
          Finish my prophecy...

Smoke begins to pour out of the reliquary. asput almost
giddy with the thought of finishing ambition, laughs
hysterically.

                       BARTOK
          Ew, I hate when he does this!

As Rasputin swirls his arms the smoke begins to form
into MINIONS. All look human at first, but then
we see MINION ONE, has the body of a human and a head of
a JACKAL, MINION TWO has the face of a woman and the
claws of a TIGER, and MINION- the most horrible
of all - has a huge bear-like body with the head of a
VULTURE. All wear long capes with hoods.

                       RASPUTIN
          She is not to get off that
          train... alive!

Rasputin kicks open the wagon door and leaps outside.
The MINIONS, still filling out into forms, follow.
One of the wisps of smoke, like a tail, swishes by and
knocks over Bartok's glass prism, freeing his.

EXT. GYPSY CAMP - NIGHT

Rasputin releases his BLACK HORSES who stoup -and
whinny, men ing something bad, as two Minions float
on to them the other flies ahead of than.

                       RASPUTIN
          Go! I don't care what you do with the
          others but finish the girl! KILLLLL HERRRRR!
                  (sinister)
          And have fun...

The Minions take off. Rasputin laughs wildy.

END MUSICAL NUMBER

INT. TATIANA'S STUDY, PARIS - DAY

CLOSE ON

TATIANA'S HANDS covering her face. Slowly dropping her
hands down to reveal an older, sad TATIANA.

                       TATIANA
          Take her away, Sophie.

PULL BACK

to reveal a YOUNG WOMAN standing in front of bar desk.

                       TATIANA
          Haven't anything better to do
          than to break my heart.

Sophie ushers the now ashamed YOUNG WOMAN to the door.
The YOUNG WOMAN looks amazing like Anya except that her
hair is long and her clothes are now. She walks with a
certain regal grace until she passes through the doorway -
out of Tatiana's sight - and her posture "question-marks"
and she lopes out.

                       TATIANA (CONT.)
                  (quietly)
          No more. So more...

Sophie. heavier and larger bottomed than ten years earlier,
speaks quickly - without ev er breathing, in a high
pitched nervous chitter.

                       SOPHIE
                  (very rapidly)
          Oh, oh... I must say. I thought
          that one was bar - i'm just so
          shocked that she wasn't real well,
          she was real, I mean she was human,
          of course. but not our real. I must
          say, even my sisters were touched
          by her yes - yes they were...

XENIA and ESTELLE, as pinched and skinny as Sophie in
"full", don't appear to ever have been "touched" by
anything (or anyone).

                       SOPHIE (CONT.)
          ... moved to tears of joy! We won't
          be f ooled next time, girls! I'm a
          going to think of really hard questions...

                       TATIANA
                 (stopping Sophie with
                  a raise of her hand)
          No, Sophie. My heart can't take it
          anymore! I will see no more girls
          claiming to be Anastasia.

Tatiana walks sadly out of the room.

EXT. TRAM STATION - MORNING

Anya and Metoo doze near a fire along with the other
PEASANTS waiting for the train. Dmitri looks over Vladimir's
shoulder nervously watching his forging their travel papers.

                       DMITRI
          Hurry up with those papers.

                       VLADIMIR
          Would you have leaned over
          Rembrant's shoulder and told
          him to paint faster?

Vladimir looks at Dmitri's anxious face.

                       VLADIMIR (CONT.)
          You probably would.
                  (hands his the papers)
          They're still wet.

A TRAIN WHISTLE SLOWS and Vlad Moves to Anya.

                       VLADIMIR (CONT.)
          Wake up, young lady, that's our train.

                       DMITRI
                  (correcting)
          "Wake up, your highness" - we should
          start getting used to saying it.

                       VLADIMIR
          What a world - a man who was in
          my position in society is calling
          a peasant 'Your Highness".

Dmitri leans over and tugs Anya's hair lightly.

                       DMITRI
                  (to Anya)
          Wake up!

Anya's  eyes flash open and - totally on reflex - she belts
Dmitri in the nose. Ditri reels back,  lands on his butt -
Vladimir observes ruefully.

                       VLADIMER
          We have a lot of work to do...

EXT. TRAIN PLATFORM - SECONDS LATER

Vladimir, using his ample belly, bumps people out of the
way as they head for the train. Vlad climbs on just as
it starts up, followed	by Dmitri. Dmitri turns back and
reaches out his hand to help Anya up. But she
freezes... just STANDS THERE, not running.

ANYA'S POV

                       DMITRI
          Come on!

Dmitri on the train, his band extended - just like
Tatiana's was. Although Anya can't quite remember,
something about this terrifies bar. She snaps out
of it when Meetoo nips her ankle.

Anya looks down and sees the puppy, picks his up and
runs for the train.

                       DMITRI
          Take my hand!

Anya puts Meetoo into his hands and Jumps on without
touching his.

INT. TRAIN COMPARTMENT

The compartment is JAMMED with travelers. Suitcases
and packages balanced precariously. Dmitri sits down
and carefully touches his painful noso.

                       DMITRI
          Do you always punch people first
          thing in the morning?

                       ANYA
          Sorry - it's a reflex. Living
          in an orphanage if someone bothers
          you - you automatically come up
          swinging.

                       DMITRI
          I wasn't bothering you. I was
          trying to wake you up!

OVER ANYA'S SHOULDER, out of the window. we see the
THREE MINIONS on horseback charging down a snow covered
hill toward the train.

                       ANYA
          By pulling my hair?!

                       DMITRI
          I was all out of dynamite!

Dmitri touches his nose again. Anya opens the window
and grabs some snow.	WE SEE the minions racing wildly
to catch up with the train. As the scene continues, we
see the minions,	by one, getting close to the train
and then disappear from	view - only their riderless
horses ride away.

                       ANYA
                  (hands Dmitri the snow)
          Put it on your nose. For heaven's
          sake, you're making such a fuss!

Dmitri tries to act very manly as he puts the ice on his
nose, but cringes with the cold. Anya smiles.

                       ANYA
                  (to herself)
          Men are such babies...

An ELDERLY WOMAN loaded with packages cones into the
compartment. Anya immediately rises to help her.

                       ANYA
          Here, let me

Dmitri and Vlad both pull her back down.

                       DMITRI
          You're a princess...

                       VLADIMIR
          Royalty do not help people
          with their luggage.

Anya gives them both a look and helps the woman.

                       VLADIMIR
          Well, she certainly has a mind
          of her own.

                       DMITRI
          Yes. And I hate that in a woman.

Vlad holds Meotoo, who is enthralled and plays with
Vladimir's drooping mustache, like a kitten with a string.

The COMPARTMENT DOOR swings open and an OMINOUS LOOKING
GUARD strides in!

                       GUARD
          Papers!

Everyone rustles for their papers. Dmitri confidently
pulls out their papers, done in beautiful BLACK ink.
Then, he glances at the PERSON NEXT TO HIM and sees
that his papers are done in a bright RED ink. Dmitri
looks over at Vladimir - who has seen the mistake as well.

                       VLADIMIR
                  (sheepishly)
          It's what I hate about this
          government - everything in red!

The guard hand papers back to a soulful looking man
with a frozen beard.

                       GUARD
          Thank you, Comrade Zhivago.

                       ZHIVAGO
          Doctor Zhivago.

GUARD approaches Vlad and Dmitri.

                       VLADIMIR
          What do we do now?

                       DMITRI
          Pray he's color-blind...

Dmitri flashes the Guard a charming smile as he hands
over his papers. Vladimir is nervously playing with
his mustache until it stands out straight. Anya has
no idea what's going on.

                       GUARD
          wait here.

As the Guard heads out of the compartment, Vlad turns
to Dmitri and they exchange an "oh, no" look.

INT. CORRIDOR, ANOTHER CAR

The MINIONS, hoods pulled low, push their way through
the PASSENGERS in search of Anastasia.

INT. CORRIDOR

Dmitri spots the GUARD conferring with the GUARDS
over the papers. Anya pokes bar head out.

                       ANYA
          I'm going to stretch my legs

                       DMITRI
          That's a good idea - a great
          idea - stretch your legs
                  (pointing the opposite
                  direction of the
                  guards)
          ... stretch then that way.

Anya looks at him like he's crazy and walks away.

                       ANYA
                  (to herself)
          I must have hit him harder than
          I thought...

Dmitri runs back in and grabs his SMALL BACKPACK. He
pulls Vlad, carrying Meetoo, out off the compartment
Anya has a load on them as they follow.

INT TRAIN COMPARTMENT - DAY

The GUARDS burst in, ready for an arrest. In the
background, the hooded Minions pass. The Guards,
seeing empty seats, head back out.

INT. TRAIN CORRIDOR - ANOTHER CAR

Anya looks out the window as the country side flies by
and smiles.	

INT. CORRIDOR

The Guards spot three figures at the far end of the car.

                       GUARD
          That's them! Come on!

They run after who they think are the fugitives.
The Guard grabs a minion and spins him around.

It's MINION THREE, who comes face-to-beak with him
and lets out a HORRENDOUS SCREECH, causing the other
Minion to turn around. The Guards scream and reel backward,
pushing and shoving each other to got out of the way

The Minions proceed up the corridor, MINION TWO, spot
Anya looking out the window. He grabs her. palling her
viciously to the other Minions. She spins around - it
isn't Anya - it's a SERIOUSLY UGLY WOMAN. The Minions
now scream and reel back in horror.

INT. CORRIDOR - SIMULTANEOUS

Dmitri and Vladimir catch up to Anya and grab her in
each arm, loading bar down the hall WE HEAR the MINIONS
SCREAM from the next car.

EXT. BETWEEN CARS

Anya. Dmitri and Vlad step out on a platform and see
there is no place left to run. Only the engine is
ahead of them.

                       DMITRI
          Wait here!

He leaps up gracefully, grabbing the edge of the roof,
and pull& himself up.

                       ANYA
                  (to Vlad)
          Would you like to tell what we are...

as Dmitri's head, upside down, appears from the roof.

                       DMITRI
          Come on up!

                       ANYA
          Why?

Vladimir picks Anya from up from tobehind and hoists
her up to Dmitri. She hollers.

EXT. TRAIN ROOF

Anya is pulled up by Dmitri, with a force that knocks
them both over Anya on top. An awkward moment. Anya
rolls off him as Dmitri tries to catch the breath she
knocked out of him.

                       ANYA
          Just what do you think you're doing?!

                       DMITRI
          Trying... to... breathe...

Suddenly, Meetoo appears, as if he were flying and
lots out a little "retu". Vladimir has tossed his
up and Dmitri catches his, band his to Anya, and
reaches down to Vladimir.

INT. CORRIDOR

Though the window the Minions see Vladimir's legs
as he's being lifted.

INT. ROOF oF TRAIN

Dmitri struggles to got Vlad to the roof but he's
losing his grasp. Anya puts Meetoo down and reaches
to help the dangling Vlad. Even Meetoo helps by
pulling an Vladimir's  scarf .

EXT. PLATFORM

Minion one grabs for Vladimir's legs, just as
they disappear.

EXT. ROOF OF TRAIN

Dmitri and Anya let out a sigh of relief as Vlad in
safe, but it's short lived as they both SIMULTANEOUSLY
lot out a yell.

DMITRI & ANYA'S POV:

a TUNNEL rapidly approaching.

They hit the deck, Vlad on his back between Anya and
Dmitri.	Anya and Dmitri exchange a quick look as the
tunnel gets closer - Vladimir's stomach is sticking up
too high to clear the tunnel. They reach up together
and push down on his big belly, causing his eyes to
bulge

ON THE SIDE OF THE TRAIN

The minions, now climbing up the side are plunged into
total darkness.

ON THE ROOF

light hits as the train comes out of the tunnel.
Vlad lets out a gasp as they release his belly.
Just then a Minion hand reaches up over the edge.
Dmitri assumes it's a Guard.

                       DMITRI
          The guards!
                  (Anya gives his a lack)
          I'll explain later.

Anya and Vlad follow Dmitri toward the back of the train.

ON THE MINIONS

now on the roof, seeing their prey in short distance.

ON ANYA AND THE OTHERS

running, without looking back. jumping from car to car,
passing Meetoo like a football. Vladiair makes a huge
running leap into the air...

INT. TRAIN COMPARTMENT

As all PASSENGERS react to Vladimir's bulk hitting and
denting the coiling.

EXT. ROOF OF TRAIN

The TRAIN WHISTLE erupts and Anya glances back to see
her pursuers just as they are enveloped in the thick black
smoke of the engine. Behind them, Anya can another tunnel.

TUNNEL

They drop down, this time Vlad in on his stomach. Anya
and Dmitri realize his butt won't clear the tunnel.
They push it down.

ON THE MINIONS

An the smoke disappears, the Minions' eyes go wide when
they realize it's too late for them. The train roars the
tunnel as the MINIONS SMASH &"'not the sift of

the mountain in a COLORFUL BURST OF SMOKE from which
they were created.

INT. RASPUTIN'S WAGON - PARALLEL TIME

DISSOLVE TO

EXT.	ROOF OF TRAIN - DAY

Rasputin stares at the scene in his reliquary, watching
his well laid plan *go up in smoke", and lots out a
simmering growl.

Anya is standing with her hands an her hips arguing
with Dmitri and Vladiair.

                       ANYA
          Forged papers! Now, what?!

                       DMITRI
          Now just get off the train.

                       ANYA
          HUH?!

Dmitri motions that they are going to Jump. Anya shakes
her head slowly.

                       ANYA
          Noooo....

                       VLADIMIR
          She's quite right, Dmitri, a man
          of my stature should not have to

Dmitri shoves him off the top of the train with Meetoo
in his arm. Dmitri then puts out his hand to Anya.

                       DMITRI
          Come on, we'll jump together...
          Take my hand.

Dmitri turns forward and sees the train is approaching
a HIGH RAILROAD BRIDGE over a rocky ravine. It's now
or never.

                       DMITRI
          Come on!

                       ANYA
          No!

With his outstretched hand, Dmitri shoves her off the bar.

EXT. COUNTRYSIDE - DAY

Vladimir has landed in a large pile of snow. He stands,
rubbing his bottom.

                       VLADIMIR
          I think I have hurt my...

Meetoo comes out of the pile of leaves, rubbing his
bottom and answers Vladimir's with his "retu".

A short distance away, Anya seems to be sitting on
top of a puddle - but she isn't wet. Suddenly, Dmitri
gets up from underneath her, covered in snow. Anya
isn't wet because she landed on Dmitri! She jumps up.

                       DMITRI
          You must enjoy causing me pain!

                       ANYA
          You shouldn't have pushed us!

Vladimir and Meetoo come over.

                       VLADIMIR
          Is everyone all right?

                       ANYA
          I'm fine.

                       DMITRI
          She's fine!
                  (limping away)
          I may never walk right again,
          but she's fine...

INT.	RASPUTIN'S WAGON

Rasputin paces, still angry at the Minions. Bartok,
nervous, fakes a yawn and stretches.

                       BARTOK
Well, I better got goin'. Got a busy day letting all
the blood rush to my head...

Rasputin pulls him back in, then speaks to his reliquary.

                       RASPUTIN
          She's too far away, isn't she?

The reliquary glows eyes. Rasputin places It back in it's cabinet.

                       RASPUTIN (CONT.)
          Yesss... our power is much stronger
          when were near. We must get close
          to her.

                       BARTOK
          Oy... not a road trip. I get
          wagon sick, you know that.

Rasputin smacks him against the wall as he stomps out
of the wagon. Bartok slides down the wall.

                       BARTOK (CONT.)
          You're absolutely right. Travel
          broadens your horizons...

And he hits the floor.

EXT. GYPSY CAMP - MIGHT

Rasputin, on his obsessed mission, leaps on top of the
wagon as Bartok, still dizzy, tries to catch up.

                       RASPUTIN
          We'll catch her and finish her!
                  (he grabs the, reigns)
          We ride this night!

Rasputin then looks down and sees that there are no horses
harnessed he gave then to the begins a slow growl.

                       BARTOK
          Well,	we wait this night!