Scenario and script by Sergei Eisenstein


PART ONE: MEN AND MAGGOTS

A huge wave breaks violently over the jetty, raising a sparkling fountain of 
spray, and 

	flows turbulently over the stones on the shore. 

Wave after wave breaks over the jetty, ever more violently, and 

	flows over the stones on the shore, ever more turbulently. The raging sea 
boils.

[TITLE:] REVOLUTION MEANS WAR. THIS -- THIS IS THE ONE LAWFUL, REASONABLE AND 
JUST, TRULY GREAT WAR OF ALL THE WARS THAT HISTORY HAS KNOWN. IN RUSSIA THIS 
WAR HAS BEEN DECLARED AND BEGUN 	"  
[Lenin: Collected Works, Vol. 9, p. 212.]

Its stark, geometrical beauty distinguishing it, a powerful battleship lies 
in the anchorage.

On the battleship, a sailor ascends a ladder. He is quickly approached by 
another.

[TITLE:] THE SAILORS MATYUSHENKO AND VAKULINCHUK	

Matyushenko speaks urgently to Vakulinchuk:

[TITLE:] 'We, the sailors of the Potemkin, must support the workers, our 
brothers, and must stand in the front ranks of the revolution.'

Vakulinchuk answers him in agitation and quickly descends the ladder.

By night, the silhouette of the battleship stands out starkly and 
majestically in the anchorage.

[TITLE:] THE OFF-DUTY WATCH IN DEEP SLEEP	

The lower deck: packed like sardines in a tin, the sleeping sailors lie in 
canvas hammocks.

They sleep in uncomfortable positions and breathe noisily. One sleeping sailor, 

	another, 

	a third, 

	a fourth, 

	a fifth.

A fat boatswain with a brutal face descends the ladder into the lower deck 
and looks with malice at 

	the sleeping sailors.

He threads his way through the canvas hammocks and 

	mistrustfully surveys 

	the sleeping sailors. He allows his gaze to rest 

	on one of the sleeping men.

Continuing to thread his way through the canvas hammocks, 

	he shifts his gaze quickly from one sleeping sailor to another.

[TITLE:] VIGILANT, BUT CLUMSY 	

Unexpectedly, he slips and almost falls.

[TITLE:] HE VENTS HIS ANGER ON A YOUNG MAN	

Furiously, the boatswain raises his arm and 

	lashes the naked back of a young sailor with his pipechain.

The young sailor awakens, looks uncomprehendingly at the boatswain 

	and speaks out in surprise.

The boatswain looks impudently at the young sailor and plays with the chain.

The young sailor, stiff with rage and resentment, stares hotly

	at the departing boatswain, 

	turns over with hatred, 

	and throws his face violently against his pillow. 

The muscles of his naked back twitch.

[TITLE:] INDIGNANTLY	

His neighbor lays a sympathetic hand on his shoulder and points out to him 
the figure of Vakulinchuk on one side.

[TITLE:] VAKULINCHUK	

Amidst the canvas hammocks, naked to the waist, Vakulinchuk, holding a 
leaflet in his hand, speaks with passion and resolution to the sailors:

[TITLE:] 'Comrades, the time has come when we must speak out.' 

Vakulinchuk's whole body breathes hatred. The sailors awaken 

	one by one.

Vakulinchuk turns to the sailors with the appeal: 

[TITLE:] 'What are we waiting for? All Russia has risen. Are we to be the last?'

He continues his speech passionately.

A sailor with a sickly face assents to everything he says, 

	and a sailor with a big moustache impatiently interrupts him and demands 
the beginning, of action.

Again, the sailor with the sickly face utters a few fighting words.

Firmly and manfully, Vakulinchuk calls for battle. Again, the sailor with the 
big moustache demands the beginning of action.

All the sailors listen with attention and fellow-feeling to the words of 
Vakulinchuk.

[TITLE:] MORNING	

A gloomy-looking officer, his hands in his pockets, walks along the deck. 
Suddenly he notices that

	a crowd of sailors have gathered around a carcass of meat.

The crowd of sailors grows larger

	and larger.

A senior officer with a proud, weakly aristocratic face steps out of a cabin, 
and, 

	pompously, his hands clasped behind his back, begins to walk along the 
deck, 

	but he soon stops and 

	looks contemptuously 

	at the sailors surging around the carcass of meat.

The eyes of the senior officer fill with malice when he notices the figure of 
Vakulinchuk walking past the carcass of meat. 

The crowd of sailors excitedly inspect the carcass of meat. 

The senior officer moves away and 

	soon reappears on the upper deck, above the heads of the sailors.

The legs of the approaching senior officer draw near to the handrail.

The senior officer looks at the sailors with such menace that

	they timidly press closer to one another. The legs of the officer turn 
away.

The senior officer goes off, and the crowd of sailors surges with ever-
increasing movement.

[TITLE:] 'We've had enough of eating rotten meat!'

Again, the faces of the sailors turn with indignation to inspect the carcass 
of rotten meat. 

The indignation of the sailors grows. 

[TITLE:] 'A dog wouldn't eat it!'

Again and again, the faces of the sailors turn to inspect the carcass of 
rotten meat.

The crowd of sailors around the carcass bubbles like a whirlpool.

The senior officer returns -- with the ship's surgeon, a small short-sighted 
man, his courage comically mustered. 

With an authoritative expression, the surgeon examines and sniffs at the 
carcass of rotten meat, 

	turning it over squeamishly.

Vakulinchuk, standing in front of the sailors, indignantly points out the 
rotten meat to the surgeon.

[TITLE:] SHIP'S SURGEON SMIRNOV	

The surgeon heatedly rebuts Vakulinchuk, 

	but Vakulinchuk says bitterly: 

[TITLE:] 'It's so high it could walk overboard!' 

Vakulinchuk looks angrily at the surgeon.

The surgeon slowly and importantly removes his pince-nez, 

	folds its two eye-pieces together, 

	raises them to his eye, 

	and examines the meat through the folded eye-pieces of his pince-nez.

The meat is visibly infested with maggots.

However, the surgeon does not agree with Vakulinchuk that the meat is rotten, 

	and agitatedly waves his pince-nez about. 

[TITLE:] 'These are not maggots.'

Through the folded eye-pieces of the surgeon's pince-nez, it is evident that
the meat is swarming with large maggots. 

Vakulinchuk and the sailors look with fury at the heartless, typically 
Tsarist official, as loathsome himself as a maggot.

The surgeon, having assumed an air of indifference, replaces his pince-nez 
and, rolling his eyes, says sharply and dryly to the sailors: 

[TITLE:] 'They are the dead larvae of flies.  They can be washed off with 
vinegar.'

He speaks peremptorily, cutting the air with his forefinger. 

Then, carefully and fastidiously, he raises the end of the carcass and turns 
to the senior officer for support. 

He swings the end of the carcass.

The senior officer, interesting himself in the meat, also raises the end of 
the carcass -- carefully and fastidiously.

Vakulinchuk knocks the end of the carcass out of the surgeon's hand and says 
angrily to him:

[TITLE:] 'Russian prisoners-of-war in Japan eat better than us.' 

	and, pointing at the rotten, maggoty meat, he shouts: 

[TITLE:] 'We've had enough of eating rotten meat!' 

The surgeon walks away hurriedly, 

	trying to pacify the sailors.

The senior officer also tries to soothe the sailors, but he quickly 

	joins the enraged surgeon.

The surgeon, breaking into a violent frenzy, shouts: 

[TITLE:] 'The meat is good. There's nothing more to be said.' 

Continuing to shout angrily, he stands very erect, 

	his hands by the side of his uniform, but, 

	suddenly, from fear, his head sinks deeply into his shoulders when he sees 

	the sailors, Vakulinchuk at their head, moving quickly and boldly forwards.

Helplessly, the surgeon jerks up his shoulders, and looks for assistance to 
the senior officer, 

	who maintains a proud and majestic pose. 

Frightened, the surgeon 

	scurries round the back of the senior officer. The senior officer, frozen 
in his proud and majestic pose, watches contemptuously 

	as the sailors approach.

The senior officer calmly and slowly turns his back on them, 

	and moves further away with the surgeon. 

Confidently, the sailors follow them.

The senior officer and the surgeon depart quickly, 

	and the sailors drop back.

The sailors continue to crowd around the carcass of meat. 

A malicious, fierce-faced officer appears and 

	begins to shout at the sailors.

[TITLE:] SENIOR OFFICER GILYAROVSKY 	

Officer Gilyarovsky roughly disperses the crowd of sailors. 

Furiously, he swears at them and 

	shouts.

Then he goes up to the boatswain, who proceeds himself to drive the sailors 
away from the carcass of meat. 

A fat cook sniffs squeamishly at the carcass of rotten, maggoty meat and 
bears it off.

In the ship's galley, he begins 

	to hack at the carcass with an axe.

Sailors indignantly approach and tell him that the meat is rotten, but he 
does not stop hacking at the carcass. 

More sailors approach and try to prevent him from hacking at the rotten meat.

The axe hacks the carcass into pieces.

The sailors try to tear the rotten meat from him, but he swears at them and 

	continues his work.

The axe hacks the carcass into pieces.




On deck, the muzzle of a cannon is being cleaned. 

Seated on the muzzle, a sailor cleans it.

A cleaning-rod is pushed down the muzzle of the cannon. 

Two sailors polish a copper capstan.

Again, a cleaning-rod is pushed down the muzzle of the cannon.

The sailor on the muzzle withdraws the cleaning-rod. 

Two sailors polish a copper capstan. 

Two sailors polish some copper engine-parts. 

A third pair of sailors clean a chain. 

Two sailors polish a copper capstan.

One of the two sailors cleaning the chain stops work and begins to converse 
with his comrade.

Borshch from the rotten meat bubbles in a cauldron. In the ship's mess a 
detachment of sailors begin

	to let down the tables which hang by ropes from the ceiling.

One file of sailors leaves the ship's mess, 

	and, then, another.

Borshch from the rotten meat bubbles in a cauldron. 

The fat boatswain with the brutal face enters, playing with his pipe-chain,

	 and walks between the empty tables which swing rhythmically on ropes from 
the ceiling, and, 

	with an important air, he stops and gives his orders. 

Some sailors begin to arrange tureens on the tables. 

The tables with the tureens upon them swing rhythmically on ropes from the 
ceiling.

Borshch from the rotten meat bubbles in a cauldron. 

Some sailors can be seen through a grating.

A group of sailors sit by the edge of one side of the battleship. 

One of them, holding a dried fish in his hand, talks indignantly.

Another cuts off a piece of black bread. 

The sailor with the fish is full of anger and hatred.

[TITLE:] IMPOTENT FURY SWEEPS OVER THE GROUP OF SAILORS	

The sailor with the fish fits the head of it beneath a ring on the deck and 

	forcefully 

	tears it off.

Some sailors can be seen through a grating. 

A pile of salt on a rag and a hunk of black bread. 

One young sailor snaps off a piece of black bread and chews it for his dinner.

Mugs are filled with fresh water from taps.

Near the pile of salt on the rag and the hunk of black bread -- a mug of 
water.

One young sailor chews, and drinks water from the mug.

As soon as the young sailor finishes drinking, he sprinkles salt on the 
bread, and his neighbor takes the mug and drinks. 

Senior officer Gilyarovsky descends the ladder into the ship's mess.

Several sailors stand to attention, but do not salute him. 

A young sailor salutes, and 

	Gilyarovsky carelessly waves his hand.

Frowning at Gilyarovsky, the young sailor lowers his hand. 

A wicked expression on his face, Gilyarovsky appears to consider something.

The sailors do not meet his eyes and 

	quickly go out, one 

	after another.

A smile of malicious triumph appears on Gilyarovsky's face. He turns sharply 
and 

	moves rapidly between the tables.

The tables with the tureens upon them swing rhythmically on ropes from the 
ceiling.

Gilyarovsky stops by a cupboard, opens the door of it, and inclines his head.

The tables with the tureens upon them swing rhythmically on ropes from the 
ceiling.

Gilyarovsky shakes his head significantly.

A table laid with empty tureens and with black bread upon it swings 
rhythmically on ropes from the ceiling. 

Indignant, Gilyarovsky 

	quickly walks out of the ship's mess.

[TITLE:] THE SHIP'S STORE 	

Some sailors stand by the little window of the ship's store, buying food. 

In the window 

	tins of food 

	appear fleetingly 

	in the hands of the sailors.

One of the sailors sees Gilyarovsky approaching. 

Gilyarovsky looks wickedly 

	at the sailors.

His gaze fixes tensely upon them, but he turns quickly and departs.

The sailors follow Gilyarovsky with their eyes. When he is no longer in 
sight, they continue 

	to buy food.

On the captain's bridge, the senior officer with the weakly aristocratic face 
looks through his binoculars. Gilyarovsky goes up to him and reports on the 
behavior of the sailors. Together, they descend the ladder, 

	enter the ship's mess,

	and walk between the suspended tables, 

	considering the situation which has developed. 

A table laid with empty tureens and with black bread upon it swings 
rhythmically on ropes from the ceiling. 

The two senior officers, conversing all the while, 

	begin 

	to ascend 

	the ladder.

The sailors talk uneasily among themselves.

The senior officer enters the room next to the ship's galley and 

	gives orders to the cook.

The cook opens the door to the galley, and the cooking range in the galley 
becomes visible, 

	and the saucepans, 

	and the other cook at work.

The senior officer completes his orders to the first cook. 

The second cook walks out of the galley, salutes and 

	reports to the senior officer.

The senior officer angrily upbraids the first cook. 

When the second cook has reported, 

	the senior officer departs. 

A young sailor is washing some plates,

	 and another, painstakingly, dries them. 

Dinner for the 'gentlemen officers' is being prepared. 

The washing and the drying of plates goes on. 

With a characteristic movement, the young sailor washing the plates wipes his 
nose with his hand. 

He continues to wash the plates, 

	a second sailor -- to lay the table for dinner, 

	the third -- painstakingly to dry the plates.

The young sailor washing the plates continues to hand them to 

	the other young sailor who, painstakingly, dries them. 

The young sailor washes an earthenware plate, on the rim of which is a 
circular inscription. 

He is whistling, 

	 but the inscription on the plate attracts his attention. 

He leans his head towards the plate and 

	begins slowly to turn it in his hands. 

Moving his head from one side to the other, 

	he reads the circular inscription: 

[TITLE:] 'Give us this day	' 

	and he repeats these words aloud.

Continuing to revolve the plate in his hands, he reads further from the 
inscription on its rim: 

[TITLE:] '	 our daily bread.' 

His face breaks into a scowl. 

He begins carefully to examine 

	the inscription on the plate.

Involuntarily repeating the words aloud, he looks with loathing at 

	the inscription on the plate, 

	and becomes thoughtful.

Revolving the plate rapidly in his hands, 

	he looks intently at it and 

	bitterly pronounces the words of the inscription. 

He raises the plate high and, 

	having swept his hands down 

	and up,

	he hurls it 

	violently 

	down 

	and smashes it to pieces against the table. 

The young sailor straightens up and sees that

	the covers on the table for the dinner of the 'gentlemen officers' have 
been upset.




PART TWO: DRAMA ON THE QUARTER-DECK

The bugle sounds 

	shrilly and uneasily.

Seen from above -- past the muzzles of the cannons menacingly overhanging -- 
the sailors quickly fill the quarter-deck, forming themselves in double file 
along either side of the deck. At the prow of the battleship the flag of St. 
Andrew flutters in the wind.

The bugler sounds his call.

The petty officers arrange themselves in single file in front of the sailors.

A group of officers fall in behind the hatch in the middle of the deck.

[TITLE:] COMMANDER GOLIKOV 	

From the hatch appears the figure of Commander Golikov, resolutely ascending 
the ladder. 

The officers salute him.

Commander Golikov steps onto the deck and 

	salutes.

He walks up to a capstan and 

	stands upon it.

The sailors in their ranks stand stiffly to attention, 

	and so do the petty officers. 

Nobody stirs. The muzzles of the cannons hang menacingly over the ranks.

Commander Golikov, one hand by the side of his frock-coat, the other behind 
his back, looks threateningly round the motionless rows of sailors. 

The officers are at the salute.

Restraining his fury, Commander Golikov orders: 

[TITLE:] 'Those satisfied with the borshch --'

A pause.

[TITLE:] '-- two paces forward!' 

He raises an admonishing hand.

A number of petty officers step hesitantly forward.

[TITLE:] THE PETTY OFFICERS 	

The petty officers who have kept rank falter. After a while, one of them 
takes two steps forward. The officers stand motionless, at the salute.

Only two of the petty officers have kept rank.

	Whereupon, two of the sailors break rank and step forward. 

Commander Golikov, one hand by the side of his frock-coat, the other behind 
his back, looks threateningly about him. 

A young petty officer, not knowing what to do, mechanically fingers the strap 
running over his shoulder.

The muzzles of the cannons hang menacingly over a motionless rank of sailors.

The senior petty officer looks apprehensively at the men who have not moved. 

[TITLE:] 'Come on!' 

The young petty officer, not knowing what to do, mechanically fingers the 
strap running over his shoulder. 

Enraged, Commander Golikov shouts: 

[TITLE:] 'Hang the rest on the yard-arm!' 

	and he points 

	at the mast.

A young officer with a small moustache, turning his eyes in the direction of 
the mast, can hardly repress a smile. 

The words of the Commander strike terror in the hearts of the sailors.

They turn their heads in the direction of the mast. 

Before the eyes of one old sailor, there begins to swim 

	the vision of the sailors hanging on the yard-arm. 

The old sailor looks fearfully in the direction of the mast. 

The two petty officers turn their eyes towards

	the mast.

One of the petty officers turns towards the other with a nervous smile.

Commander Golikov shakes his hand threateningly. 

The tensely smiling face of the petty officer immediately becomes serious.

Commander Golikov fixes his eyes ominously on the sailors. 

The petty officer is stiff with fright. 

Commander Golikov shouts: 

[TITLE:] 'Call out the guard!'

	and does not remove his gaze from the sailors. 

Seen from above -- past the muzzles of the cannons menacingly overhanging -- 
a sailor breaks rank and quickly runs past the gun-turret.

[TITLE:] MATYUSHENKO BREAKS RANK AND EDGES TOWARDS THE GUN-TURRET	

Matyushenko exhorts the sailors.

The sailor returns and runs quickly up to the Commander. 

Matyushenko says to the sailors: 

[TITLE:] 'To the turret ', 

	and he points at the gun-turret.

The sailors convey the message one to another: 

[TITLE:] 'To the turret.'

Matyushenko directs the sailors: 

[TITLE:] 'To the turret.'

The sailors quickly convey Matyushenko's direction one to another.

The sailors in rank, their faces gloomy, stand motionless. 

Seen from above -- past the muzzles of the cannons menacingly overhanging -- 
the armed guard, dressed in black uniforms, move past the gun-turret. 

Two evil-faced officers converse agitatedly.

Beneath the muzzles of the cannons menacingly overhanging, past the ranks of 
sailors, the guard move, rifles in hand.

The officers exchange glances with one another significantly. 

The guard pass by the ranks of sailors 

	and fail into line in front of the Commander. 

Matyushenko turns to the sailors: 

[TITLE:] 'Lads	' 

He shouts:

[TITLE:] 'It is time!'

The sailors break rank and, 

	quickly, 

	according to Matyushenko's direction, 

	race towards 

	the gun-turret.

[TITLE:] MOST OF THE SAILORS ARE GATHERED BY THE GUN-TURRET	

Seen from above -- past the muzzles of the cannons menacingly overhanging -- 
most of the sailors have gathered by the gun-turret, 

	 and only a small knot of sailors remain on the prow of the battleship.

From this knot of sailors, a number detach themselves and run towards the 
gun-turret.

Senior officer Gilyarovsky frowns viciously. 

The crowd of sailors is agitated.

Gilyarovsky, raising his hand, shouts at the sailors remaining on the prow of 
the battleship: 

[TITLE:] 'Stop! Into rank!' 

The sailors remaining on the prow of the battleship look in terror 

	at the infuriated Gilyarovsky, and 

	try to run towards the gun-turret, but they are driven back by the 
officers.

The captain of the guard awaits the orders of the Commander.

[TITLE:] THEY TRY TO MAKE THEIR WAY THROUGH THE ADMIRAL'S HATCH 	

Some of the sailors remaining on the prow of the battleship advance towards 
the admiral's hatch. 

Commander Golikov shouts at them in fury: 

[TITLE:] 'Back, you villains! This is no way for you!' 

	and he springs at the sailors with his fists, 

	catches one of them, and 

	hurls him at the feet of the other sailors, and then 

	catches another.

The sailors raise their fallen comrade.

Commander Golikov shouts at the sailors in fury: 

[TITLE:] 'I'll shoot you like dogs!' 

	and he shakes his fist threateningly. 

The sailor looks bitterly at him and 

	rejoins his comrades. 

Senior officer Gilyarovsky 

	commands the guard to turn about towards the sailors remaining on the prow 
of the battleship, 

	climbs up onto the capstan, 

	and, with a triumphant smirk, orders: 

[TITLE:] 'Cover them with a tarpaulin!' 

Three petty officers break rank. 

[TITLE:] 'Aye, aye, sir.'

They come to a halt, 

	salute, 

	then turn and 

	go back, one 

	after another. Two more petty officers follow them. 

A triumphant smirk on his lips, Gilyarovsky twirls his moustache.

The petty officers take hold of a tarpaulin. 

Gilyarovsky continues to twirl his moustache. 

The petty officers 

	carry the tarpaulin 

	past the guard. One of the sailors in the guard turns his head and looks 
dejectedly at the tarpaulin.

The petty officers continue to carry the tarpaulin past the guard.

The sailor in the guard who had looked at the tarpaulin turns his head back 
and stands upright.

The petty officers carry the tarpaulin past the guard. 

The sailor in the guard dejectedly lowers his head. 

The petty officers with the tarpaulin draw close to the sailors remaining on 
the prow of the battleship, throw the tarpaulin down on to the deck and begin 
to unroll it.

The sailors gathered by the gun-turret follow tensely the actions of the 
petty officers and the guard. 

[TITLE:] 'Cover them!' 

The petty officers unroll 

	the tarpaulin.

The knot of sailors remaining on the prow of the battleship press themselves 
in terror against the handrail of the deck, covering their faces with their 
hands. 

The petty officers raise 

	the tarpaulin 

	and cover the sailors with it. 

The tarpaulin 

	covers the sailors.

The guard stand motionless, rifles at ease. 

An officer approaches. 

[TITLE:] 'Attention!' 

The file of petty officers 

	and the officers 

	brace themselves.

The sailors in the guard stiffen.

The guard stand in front of the knot of sailors covered with the tarpaulin.
Gilyarovsky runs up to the guard. 

The muzzles of the cannons look menacingly down. 

The reflection of the battleship dances on the waves. 

The ship's priest appears on the deck and raises his hands to the sky.

[TITLE:] 'Lord, let these sinners understand.'

Some of the sailors covered with the tarpaulin fall to their knees. 

The priest raises his cross and speaks. 

Senior officer Gilyarovsky orders: 

[TITLE:] 'At the tarpaulin -- aim!' 

The sailors in the guard load, and 

	raise their rifles 

	to the shoulder.

The sailors in the guard consider with horror the imminent shooting of the 
knot of sailors covered with the tarpaulin and 

	lower their heads.

Several of the sailors covered with the tarpaulin are on their knees.

The heads of the sailors in the guard are dejectedly lowered, but, 

	on the command, 

	the sailors raise their rifles to the shoulder. 

Three officers look on tensely.

The priest, counting off the seconds, mechanically slaps his cross against 
his palm 

	several times. 

The face of a young petty officer twitches with fear. Tormentedly counting 
off the tense seconds, he strokes the knife in his belt.

Gilyarovsky shouts furiously.

Almost all the sailors covered with the tarpaulin have fallen to their knees.

Standing in a row, the officers are motionless. 

The sailors in the guard level the muzzles of their rifles 

	and aim at the knot of sailors covered with the tarpaulin. 

The sailors standing near the gun-turret look on with terror 

	as the guard aim their rifles at the knot of sailors covered with the 
tarpaulin.

The priest slaps his cross several times more against his palm.

It is as if time had stopped 	 the deathly hush before the storm.

On a life-belt, the clear inscription Prince Potemkin Tavrichesky.

The prow of the battleship -- with a Tsarist eagle. 

The bugler holds his bugle in readiness.

The tension is at its peak. Vakulinchuk makes a decisive movement.

[TITLE:] VAKULINCHUK DECIDES 	

Gilyarovsky orders the guard:

[TITLE:] 'Fire!'

Vakulinchuk shouts to the guard: 

[TITLE:] 'Brothers!' 

With horror on his face, he again shouts to the guard: 

[TITLE:] 'Who are you shooting at?' 

A sailor in the guard continues to take aim.

[TITLE:] THE RIFLES WAVER 	

Several sailors in the guard lower their rifles. The incident has reached 
crisis point.

Gilyarovsky, raising his fists, shouts at the guard in fury: 

[TITLE:] 'Shoot!' 

One after another, the sailors in the guard lower their rifles. 

One of the sailors in the guard does not know what to do. 

[TITLE:] 'Shoot!' 

His fists flying, Gilyarovsky throws himself

	at the guard who have refused to shoot at the sailors on the prow of the 
battleship, 

	 and he shouts: 

[TITLE:] 'Shoot, you villains!' 

The priest, his cross raised, stiffens with terror. 

Gilyarovsky's face is distorted with rage. 

The sailors in the guard, 

	one after another,

	return their rifles to the position at ease, 

	 or lower the muzzles. 

Again Gilyarovsky shouts, 

	and hurls himself at the guard with his fists, 

	and tries to snatch one of the sailor's rifles. 

Matyushenko shouts to the sailors: 

[TITLE:] 'Seize the rifles, comrades!' 

He races to get a rifle.

Gilyarovsky snatches the sailor's rifle. 

Vakulinchuk gives orders to the sailors. 

The storm has burst. Sailors race for the rifles. 

Sailors encircle Gilyarovsky. 

Vakulinchuk shouts to the sailors: 

[TITLE:] 'Smash the dragons! Smash them!' 

He shouts again:

[TITLE:] 'Smash every one of them!' 

He continues to shout.

The sailors remaining on the prow of the battleship fling off the tarpaulin and 

	 run towards 

	the group of officers. 

The sailors encircle the officers.

One sailor tries to snatch Gilyarovsky's rifle.

The sailors on the prow of the battleship, having flung off the tarpaulin, 
run quickly.

Sailors in the guard raise their rifles.

The tarpaulin, picked up by the wind, descends slowly to the deck.

The sailors knock the officers down 

	and attack them.

Sailors with rifles run rapidly around the upper deck. 

The flag of St Andrew flutters 

	above the fighting on the battleship. 

The sailors attack the officers 

	and the Commander.

Sailors with rifles run rapidly around the decks. 

Sailors rush to the armory, 

	and one of them 

	quickly dispenses rifles 

	to the sailors who come running up, 

	one 

	after another 

	without interruption.


Gilyarovsky and Commander Golikov start to descend the admiral's hatch, but 
Golikov is seized by sailors. 

Elsewhere, sailors attack an officer. 

Golikov throws off the sailors.

The sailors knock the officer down onto the tarpaulin. 

Elsewhere, Matyushenko, with other sailors, attacks a group of petty 
officers.

The flag of St Andrew flutters.

Near the admiral's hatch, the young officer with the small moustache repels 
the sailors' attacks. 

Sailors with rifles run rapidly around the decks. 

The sailors roll the officer up in the tarpaulin. 

Rifles, 

	one 

	after another, 

	 are passed through

	to the sailors who come running up. 

The sailors roll the officer up in the tarpaulin. 

Gilyarovsky, armed with a rifle, chases after Vakulinchuk. 

Vakulinchuk climbs across a circular bastion and lets himself drop,

	trying to hide from him.

From a hatch protrudes a hand with a crucifix, 

	standing out clearly against the background of the grating. 

Vakulinchuk, raising himself slightly, grasps the handrail near the hatch.

From the hatch appears the figure of the priest, cross in hand, ascending the 
ladder.

Vakulinchuk looks at him uncomprehendingly. 

The priest speaks to him: 

[TITLE:] 'Fear God,' 

	and stretches out the cross to him.

The crucifix stands out against the background of the grating. 

Matyushenko and his comrades attack the officers. 

Vakulinchuk shouts at the priest: 

[TITLE:] 'Get out of the way, you sorcerer!' 

	and he pushes him 

	down.

Running up, Gilyarovsky raises the butt of his rifle against Vakulinchuk, 

	 but Vakulinchuk seizes the rifle and tries to tear it from him.

The sailors roll the officer up in the tarpaulin. He resists, clutching at a 
ring on the deck.

Vakulinchuk and Gilyarovsky fight for possession of the rifle. 

The officer lets go of the ring. The sailors drag him away from it.

For a moment appear the legs of Vakulinchuk and Gilyarovsky, fighting for 
possession of the rifle. 

Vakulinchuk runs down the ladder, but, again, 

	for a moment appear the legs 

	of Vakulinchuk and Gilyarovsky, fighting for possession of the rifle.

On the deck, the crowd of sailors continues to attack the officers.

The priest, stepping out of the hatch, extends his cross to Vakulinchuk. 

At that moment, Gilyarovsky seizes the rifle from Vakulinchuk. 

The crucifix falls 

	and sticks upright into the floor of the deck. 

The priest falls

	into the hatch 

	and, hitting his head against a pipe, loses consciousness. 

Vakulinchuk 

	quickly runs down 

	the ladder into the hatch, 

	chased by Gilyarovsky. 

Vakulinchuk turns, sees 

	the crucifix stuck into the floor of the deck, and

	runs on.

Through the ship's galley an officer runs, 

	seeking safety from the sailors. 

Up onto the wardroom piano

	an officer clambers, struggling with the sailors pursuing him.

He treads on the keys 

	and on the candelabra, 

	and, having got on top of the piano, he fires his revolver at the sailors, 

	but the sailors pursuing him drag him down from the piano, 

	upturning him.

An officer hangs by his hands from the muzzle of a cannon. 

In the wardroom, the sailors beat the officer against the floor. 

On one side of the battleship, an officer notices a sailor swarming along a 
ladder in pursuit of him.

The officer, seeking safety from the sailor, clambers up the side of the 
battleship, clutching at the holdfasts, but the sailor's leg kicks him over 
the head. The officer clambers back, and the sailor descends after him. 

In the wardroom, the sailors continue 

	to attack the officer.

Two sailors run up the ladder to a hatch.

On the side of the battleship, the sailor, descending by the holdfasts, again 
kicks the officer over the head.

In the wardroom, a sailor attacks the officer with a music-stool.

Hanging over the arm of a chair, only the hand of the dead officer can be 
seen.

On the side of the battleship, the sailor propels 

	the officer into the sea.

The water receives the officer greedily.

On a life-belt, the clear inscription: 'Prince Potemkin Tavrichesky.'

Sailors with rifles run rapidly around the decks. 

With the butt of his rifle, 

	a sailor attacks 

	an officer who has run to the end of the muzzle of a cannon.

The officer loses balance, 

	somersaults in the air, 

	and falls 

	into the sea, 

	where he struggles to get out.

Smirnov, the small, short-sighted ship's surgeon, tries to conceal himself 
behind a row of hose-pipes, 

	but he is detected 

	and encircled by sailors, 

	who drag him away. 

He clings helplessly to a rope.

The sailors try to tear him from the rope, 

	and they carry him away, 

	 head downwards, 

	the rope trailing after him, 

	down a metal ladder. 

In his deathly fear 

	he clutches with his hands at the steps.

The priest, fallen into the hatch, opens one eye for an instant and closes 
it.

Smirnov clings with his hands to the steps.

On the ladder, the legs

	of the sailors and of the struggling officer.

On the deck, sailors with rifles hunt down the fleeing officers. 

Ship's surgeon Smirnov 

	is snatched up by a couple of sailors. 

With a swing, they hurl him 

	overboard.

Head downwards, he flies through the air and 

	falls into the sea, 

	raising a fountain of spray and 

	foam.

[TITLE:] GO AND FEED YOUR MAGGOTS AT THE BOTTOM OF THE SEA 	 !

And on a cable hang the pince-nez of ship's surgeon Smirnov -- those same 
pince-nez through which, with indifference, he regarded the maggoty meat.

On the deck, the sailors continue to attack the officers. 

[TITLE:] 'Comrades! The ship is in our hands!' 

The sailors on the deck throw their caps high in the air with joy.

The smashed keys of the piano: evidence of the struggle in the wardroom.

On the decks, the sailors continue to hunt down the officers.

[TITLE:] FLOWING WITH BLOOD, VAKULINCHUK SEEKS SAFETY FROM THE BESTIAL 
GILYAROVSKY . ..

Gilyarovsky watches closely, 

	as Vakulinchuk climbs onto a yard-arm

	and moves along it.

Gilyarovsky, his rifle in his hand, draws closer to Vakulinchuk, 

	not once lowering his gaze from him. 

Vakulinchuk looks at Gilyarovsky. 

Gilyarovsky turns, 

	takes cover behind a buttress, 

	aims with his rifle

	at Vakulinchuk on the yard-arm, 

	carefully screwing up one eye, 

	and he fires.

Vakulinchuk clutches the back of his head with his hand. 

Gilyarovsky looks at Vakulinchuk.

Vakulinchuk, mortally wounded, falls from the yard-arm and, 

	catching hold of some ropes, 

	slips down the ropes 

	into the cradle they form above the sea.

The sailors on the deck throw their caps high in the air with joy.

The ropes descend on a pulley, and 

	the unconscious Vakulinchuk slips down towards the sea in the cradle they 
form. 

A sailor shouts:

[TITLE:] 'Vakulinchuk's overboard!' 

	and runs along the yard-arm, 

	 followed by a second sailor, and a third. 

Grasping the ropes, 

	they hasten to the aid of Vakulinchuk.

Vakulinchuk lies on his back in the cradle of ropes, his head hanging down. 

[TITLE:] 'Save Vakulinchuk!' 

The sailors jump into the water.

Vakulinchuk hangs over the cradle of ropes above the water, 

	and he falls into the sea. 

The sailors quickly swim 

	towards the sinking Vakulinchuk. 

The sailors slowly carry 

	the body of the dead Vakulinchuk up the gangway.

[TITLE:] AND HE WHO WAS THE FIRST TO TAKE UP THE CRY OF REBELLION WAS THE FIRST 
TO FALL AT THE HAND OF THE EXECUTIONER 	

A cutter, with sailors in file on either side of the deck and with the body 
of Vakulinchuk on high, 

	moves 

[TITLE:] 	TOWARDS THE SHORE	

The passage of the cutter, with the body of Vakulinchuk, hero and victim of 
the rebellion, on high 

	gives impetus 

	and intensity 

	to the noble spirit of mourning and triumph which prevails.

[TITLE:] ODESSA	

On the still quay in the moonlight: a solitary tent. 

[TITLE:] THE TENT AT THE END OF ODESSA'S NEW JETTY -- VAKULINCHUK'S LAST 
RESTING PLACE	

In the tent lies the body of Vakulinchuk.

An inscription on a sheet of paper: 'On account of a spoonful of borshch.'

In his hands is a lighted candle. His body is turned towards the town, which 
is visible in the distance through the opening in the tent.

First, the cutter passes before the tent, 

	then a large sailing-ship heading in a different direction floats by and 
obscures the view of the town.




PART THREE: THE DEAD MAN CRIES FOR FOR VENGEANCE

Moonlight plays upon the water.

[TITLE:] MIST SWIRLS UP FROM THE NIGHT 	

In the bay, 

	ships 

	wrapped in thick mist. 

The turgid waves splash gently. 

Seagulls on a buoy, alarmed, take wing. 

The turgid waves splash gently. 

The bay 

	is full 

	of ships.

Dawn. Beyond the corpse of Vakulinchuk, in whose hands a lighted candle 
burns, can be seen the distant town. 

A flag of mourning flutters on top of the tent. 

Near the tent, absorbed and indifferent, a fisherman fishes from the jetty.

A large, ocean-going vessel towers above.

[TITLE:] VOICES FROM THE JETTY MAKE THEMSELVES HEARD THROUGH THE MIST	

Poorly dressed men and women and children 

	begin to move towards the tent containing the body of Vakulinchuk.

Beyond the corpse of Vakulinchuk, the lighted candle in his hands, the town 
can be seen in the distance.

An old woman enters the tent and straightens the lighted candle in 
Vakulinchuk's hands. 

All who approach, approach the tent -- men and women.

Insensible to everything, two fishermen fish. 

The lighted candle 

	in the hands of the dead Vakulinchuk. 

The crowd around the tent quickly grows larger. Two noblewomen, wearing 
expensive white dresses and carrying elegant white umbrellas, peep curiously 
into the tent. 

The sails of a nearby ship are put up.

[TITLE:] AND TOGETHER WITH THE SUN THE NEWS BREAKS ON THE TOWN 	 !

At first empty, the long, narrow steps leading down to the harbor quickly 
fill with moving people.

[TITLE:] THE BATTLESHIP IN THE ANCHORAGE 	

The multitude descends 

	the long, narrow steps.

[TITLE:] THE REBELLION 	 

Along the bridge, 

	quietly and purposefully, 

	flows the stream of people.

[TITLE:] THE SHORE 	 

Along the harbor 

	flows the stream of people.

[TITLE:] THE MURDERED SAILOR 	

The crowd around the tent containing the body of Vakulinchuk quickly grows. 
Men and women regard the murdered man, then pass on.

A small boy walks past the corpse of Vakulinchuk and places a coin in the 
sailor's cap lying on a barrel. 

In the hands of Vakulinchuk, the candle burns. 

The sailor's cap on the barrel is filled with coins. 

Near the tent, a student delivers a fiery speech. 

Along the jetty

	flows the vast stream of people. 

The multitude descends the long, narrow steps by the bridge. 

The endless stream of people flows along the jetty. 

Descending by both the steps which lead from the bridge to the harbor, the 
stream of people 

	 surges thickly and excitedly under the arch of the bridge. 

A vast, solid crowd surrounds 

	the tent containing the body of Vakulinchuk. 

A woman turns to the crowd: 

[TITLE:] 'Let us not forget him!' 

	 and she points to the corpse of Vakulinchuk. 

The inscription on a sheet of paper: 'On account of a spoonful of borshch.'

Angrily, the woman says:

[TITLE:] 'On account of a spoonful of borshch.'

A young man in a sailor's sweater agitatedly reads an address to the crowd:

[TITLE:] 'People of Odessa! Before us lies the body of the brutally murdered 
sailor, Grigory Vakulinchuk -- murdered by a senior officer of the squadron 
battleship, "Prince Tavrichesky." Let us have our revenge on the bloodthirsty 
vampires! Death to the oppressors! Signed by the crew of the squadron 
battleship, "Prince Tavrichesky".' 

The people listen to him avidly. 

Women standing near the tent weep.

An old woman kneels by the corpse of Vakulinchuk and kisses his hand.

The body of Vakulinchuk with the lighted candle in his hands.

The old woman weeps.

An old man in pince-nez looks grievously 

	at the murdered Vakulinchuk. 

Two old women kneel by the corpse.

A supercilious-looking man smokes unconcernedly, and looks on with a smirk

	 when a woman falls to the ground in grief. 

[TITLE:] A LASTING MONUMENT TO THE FALLEN WARRIORS	 !

Women begin to sing. 

[TITLE:] ALL FOR ONE 	

The whole crowd begins to sing.

[TITLE:] ONE	

The dead Vakulinchuk with the lighted candle in his hands. 

[TITLE:] 	 FOR ALL 	

A vast crowd around the tent.

Two blind women singing. 

A woman weeping. 

The whole crowd 

	with heads bent in woe.

Tears form in the eyes of a dock-worker. 

A man nervously touches his forage-cap.

The dock-worker weeps, covering his face with his hand. 

The student delivers his speech. 

[TITLE:] 'Down with the butchers!' 

The crowd 

	is agitated.

A fist is clenched in hatred. 

The crowd 

	listens to the speaker. 

A clenched fist.

The excitement of the crowd grows. 

One of the women begins to make a speech. 

Again, a fist is clenched in hatred. 

The woman turns to the crowd. 

An old woman shouts in excitement. 

A fist is raised threateningly.

Everybody excitedly waves their hands and shouts: 

[TITLE:] 'Down with the autocrats!' 

The excitement of the crowd 

	rises 

	ever higher 

	and higher, 

	and draws near 

	to its peak.

A suspicious-looking man in a straw hat, his hands tucked insolently into his 
waistcoat, looks on with a disdainful smile. 

The woman shouts:

[TITLE:] 'Mothers and brothers! Let there be no distinctions or enmities among 
ourselves!' 

	and she exhorts the crowd.

The suspicious-looking man in the straw hat smiles disdainfully.

The woman continues her speech.

The suspicious-looking man in the straw hat cries out: 

[TITLE:] 'Down with the Jews!' 

	and smiles insolently. 

The men standing near him 

	sharply

	 and angrily, 

	one 	 

after another, 

	turn their heads.

The reactionary [a member of the Black Hundred, a virulent anti-Jewish 
society] continues to smile insolently. 

One of the men advances towards him angrily. 

The reactionary grows frightened. 

The man continues to advance towards him.

The reactionary pulls his straw hat over his eyes and tries to walk away, but 
he is stopped.

The man looks at him in fury. 

The reactionary 

	is surrounded by men.

They pull his straw hat over his face and 

	begin 

	to attack him.

Pathetically, the student delivers his speech. 

The sea of people 

	surges in agitation.

Pathetically, the student delivers his speech. 

The women frenziedly wave their arms. 

Pathetically, the student continues his speech. 

The women shout in their frenzy. 

The student appeals to the crowd: 

[TITLE:] 'Shoulder to shoulder!' 

The multitude descends the long, narrow steps by the bridge.

[TITLE:] THE LAND IS OURS 	 !

Under the arch of the bridge the sea of moving people sways convulsively.

[TITLE:] THE FUTURE IS OURS 	 !

Along the bridge the people move.

The women in the crowd near the tent containing the body of Vakulinchuk 
continue to shout in their frenzy. 

The sea of people surges with excitement. 

Pathetically, the student continues his speech. 

The excitement of the crowd 

	reaches 

	its peak.

The sailors make their appearance 

	on the decks and by the gun-turret of the battleship, 

	and begin to listen to the speakers.

[TITLE:] THE DELEGATE FROM THE SHORE 	

A worker speaks to the sailors:

[TITLE:] 'We must inflict a decisive blow on the enemy!' 

He appeals to the sailors:

[TITLE:] 'Together with the revolutionary workers throughout all Russia	', 

	and he exhorts them passionately. 

The sailors answer him: 

[TITLE:] 'We will be victorious!'

The worker's speech seizes the imagination of the sailors on the decks and 

	in the watch-tower.

The sailors, taking off their caps, 

	rapturously 

	applaud 

	the delegate.

The sailors standing in the watch-tower also take off their caps and wave 
their arms to the delegate.

[TITLE:] TENSELY AND VIGILANTLY, THE SHORE KEEPS ITS EYE ON THE 'POTEMKIN'	

The inhabitants of the town, standing on the harbor steps, gaze at the 
battleship in the distance.

On the battleship, the sailors, their heads thrown high, 

	watch tensely, 

	as the red flag is raised.

The inhabitants of the town joyfully praise the insurgent battleship.

The red flag is raised victoriously up the mast of the battleship.




PART FOUR: THE ODESSA STEPS

[TITLE:] IN THOSE MEMORABLE DAYS THE TOWN LIVED AT ONE WITH THE REBELLIOUS 
BATTLESHIP 	

In the harbor, the townspeople load their sailing-boats with provisions.

[TITLE:] A FLEET OF WHITE-SAILED YAWLS RACES THROUGH THE WATER TO THE SIDES OF 
THE BATTLESHIP	

The sails of the boats are put up, 

	and they fill with wind. 

The boats push off, 

	and sail past the town, 

	and the wharf, 

	and out into the open sea.

The passing boats are seen as a background to a curved colonnade overlooking 
the water from the height of the town. 

A demonstration takes place beneath the arch of the bridge. 

In the distance can be seen the white sails of the boats. 

On the wharf, an educated young woman, an umbrella in her hand, and a man -- 
apparently a professor -- look ardently, but with reserve, in the direction 
of the rebellious battleship. 

A group of workers (two men and a woman) tumultuously hail the rebellious 
sailors.

The young woman with the umbrella opens it out joyfully and waves her 
black-gloved hand, and the man with the appearance of a professor takes off 
his hat.

Standing with a young schoolgirl, an elderly woman in pince-nez rapturously 
waves her hand. 

A student shouts joyfully. 

A yacht sails across the sea,

	and the fleet of white-sailed yawls.

On the mast of the battleship the red flag flutters victoriously. 

The boats sail towards the battleship.

The sailors on board the battleship wave their caps in delight. 

The boats 

	sail up, 

	one after another, 

	to the sides of the battleship.  

Sailors pull the oars of the rowing-boats.

The sailors on board the battleship wave their caps in delight. 

The sailing-boats draw up by the side of the battleship. 

Sailors from the battleship quickly descend the gangway. 

Sailing-boats and rowing-boats draw up. 

The sailing-boats 

	drop their sails.

The sailors on board the battleship wave their caps in delight. 

Sailing-boats 

	surround the battleship.

The sailors on board the battleship wave their caps in delight. 

The inhabitants of the town, standing on the harbor steps, look at the 
battleship in the distance.

A woman with a live goose in her hands climbs up the gangway and gives it to 
the sailors.

On the sailing-boats, bread is passed from hand to hand. 

The inhabitants of the town, standing on the harbor steps, look at the 
battleship in the distance.

The people in the sailing-boats look at the sailors on board the battleship.

Cigarettes, a sucking-pig are passed to the sailors, 

	a crateful of poultry, 

	geese.

On board the battleship, the inhabitants of the town embrace the sailors.

Along the gangway are carried a basket of eggs, 

	another sucking-pig.

The inhabitants of the town, standing on the harbor steps, 

	look into the distance, 

	and hail the battleship. 

A lady with a veil and lorgnette 

	and a lady in an expensive white dress, an umbrella over her arm, also 
look at the battleship. Past them, a legless invalid drags himself on his 
hands.

The lady in the expensive white dress, an umbrella over her arm, waves
elegantly in the direction of the rebellious battleship.

From behind the lady with the veil and lorgnette, the legless invalid moves 
on his hands, 

	and he looks in the direction of the battleship. 

The lady with the veil looks through her lorgnette at the ship.

The legless invalid joyfully waves his cap with one hand. 

A woman draped with a shawl stands beside her small son. 

On the mast of the battleship the red flag flutters victoriously. 

The woman, draped with a shawl, and her son look joyfully at the battleship.

A girl and a boy wave their small hands in delight. 

The crowd, standing on the harbor steps, tumultuously hails the insurgent 
battleship.

[TITLE:] SUDDENLY	

A woman with bobbed hair throws back her head in terror. 

The crowd on the steps shudders and begins to run down the steps.

The legless invalid, trying to save himself, leaps precipitately on his hands 
down one of the high balustrades flanking the steps.

A rank of soldiers draws near to the top of the long, broad steps.

The lady with the veil and lorgnette, having fallen, raises herself and runs 
down the steps.

In terror, the crowd runs down the steps. 

Fatally wounded, a man begins to fall.

In the instant before his death, the steps appear fleetingly in front of his 
eyes. He falls 

	onto the steps.

A small boy, wounded, falls nearby. 

In terror, the crowd runs down the steps. 

The boy clutches his head with his hands. 

In terror, the crowd runs down the steps.

Relentless, like a machine, ranks of soldiers with rifles trailed descend the 
steps.

In terror, the crowd runs down the steps.

Behind the balustrade a group of terrified women hide -- among them the 
elderly woman in pince-nez. 

Men leap from the balustrade onto the ground. 

Behind one of the balustrades, a man and a woman hide. 

Behind the other balustrade an old man in pince-nez, a small schoolboy and a 
woman hide. The old man in pince-nez is unexpectedly hit by a bullet. 

A rank of soldiers fires into the crowd.

The man hidden with the woman behind one of the balustrades falls dead.

In terror, the crowd runs down the steps.

A man jumps over the wounded old man in pince-nez. The old man raises himself 
and looks at him. 

In terror, the crowd runs down the steps.

The old man in pince-nez looks from behind the balustrade. 

The woman draped with a shawl runs down the steps, holding her small son by 
the hand.

The ranks of soldiers aim, and fire into the crowd. 

The son of the woman draped with a shawl falls onto the steps. 

Mechanically, the woman draped with a shawl continues to run down the steps.

The fallen boy raises himself and shouts.

The fleeing mother stops

	 and turns.

The boy falls back, unconscious.

In horror, the mother tears at her hair.

In terror, the crowd runs down the steps -- over the fallen boy.

Her eyes crazed, the mother goes up the steps. 

In terror, the crowd runs down the steps. 

	trampling the slaughtered boy. 

In terror, the crowd runs down the steps. 

The fleeing people 

	trample the slaughtered boy.

Her eyes crazed, the mother goes up the steps. 

The crowd runs down the steps.

Her hands to her head in horror, the mother goes up the steps. 

The crowd tramples the slaughtered boy.

Her hands to her head in horror, the mother goes up the steps. 

The crowd runs down the steps.

Her slaughtered son in her arms, the mother goes up the steps 

	towards a rank of soldiers.

In terror, the crowd runs down the steps.

The elderly woman in pince-nez, hidden behind the balustrade, exhorts 

	the women with her 

	to advance towards the soldiers, in order to stop the massacre.

Her slaughtered son in her arms, the demented mother goes up the steps. 

In a frenzy, the elderly woman in pince-nez exhorts the women with her.

[TITLE:] 'Come! Let us plead with them!' 

She regards them boldly.

In terror, the crowd continues to run down the steps. 

The elderly woman in pince-nez smiles 

	encouragingly

	at the women with her and at the old men, 

	all frozen with fear.

Relentless, like a machine, the rank of soldiers with rifles trailed descends 
the steps.

Her slaughtered son in her arms, the demented mother goes up the steps.

The women are frozen with fear.

The elderly woman in pince-nez smiles encouragingly.

A young girl, 

	the old men, 

	men, an old woman, 

	and an invalid on crutches 

	stand up behind her.

The rank of soldiers fires into the crowd. 

In terror, the crowd continues to run down the steps. 

Her slaughtered son in her arms, the demented mother goes up the steps.

Led by the elderly woman in pince-nez, the group of women and old men go up 
the steps towards the rank of soldiers, 

	and pleadingly hold out their hands to them. 

Through the corpses strewn on the steps, her slaughtered son in her arms, the 
mother continues up the steps.

Through the corpses strewn on the steps, relentless, the rank of soldiers 
with rifles trailed continues to descend the steps. 

Her slaughtered son in her arms, going up the steps strewn with corpses, the 
mother shouts to the soldiers: 

[TITLE:] 'Hear me! Don't shoot!' 

Inexorably, the rank of soldiers moves on. 

The shadows of the soldiers fall on the steps.

Her slaughtered son in her arms, the mother shouts again to the soldiers:

[TITLE:] 'My boy is badly hurt!' 

She draws close to the rank of soldiers, their rifles aimed 

	and to the officer, his sabre raised.

Led by the elderly woman in pince-nez, the group of women and old men, 

	pleading, 

	 go up the steps.

The officer lowers his sabre, and a volley is fired. 

Her slaughtered son in her arms, the mother falls onto the steps.

At the bottom of the steps, the people run onto the carriage-way, 

.. and horsemen charge them.

Her slaughtered son held tight to her breast, the mother lies on her back.

Her hands are arranged in the form of a cross, and 

	over them creep the advancing shadows of the soldiers.

[TITLE:] THE COSSACKS 	

The cossacks charge straight at the crowd, and

	the people are trampled by the horses' hooves and beaten with the whips of 
the horsemen.

A rank of soldiers descends the steps 

	and fires into the crowd.

The group of women and old men, pressing themselves against the balustrade, 
go up the steps.

The rank of soldiers fires volley after volley into the crowd. 

The group of women and old men fall onto the steps. 

The legs of the soldiers move on. 

A beautiful woman [a young mother] shields a pram containing a child from the 
fleeing people.

Relentless, like a machine, the rank of soldiers descends the steps.

The beautiful woman opens her mouth in terror 

	 and clings to the side of the pram.

With her body, she shields the child in the pram from the fleeing people. 

The rank of soldiers descends the steps 

	and fires.

In terrible pain, the young mother throws back her head. 

The pram with the child comes to rest at the edge of the steps.

The young mother, her mouth open in terror, 

	clutches her dress with her hands.

The fleeing people are trampled by the horses' hooves and beaten with the 
whips of the cossacks. 

Blood on the young mother's stomach. 

The young mother, her mouth open, 

	begins to fall, 

	and the pram with the child rolls to the very edge of the steps.

The rank of soldiers with rifles trailed 

	 descends the steps.

The young mother, falling onto the steps, 

	pushes 

	the pram with the child.

A cossack attacks a man with his whip.

The fleeing people are trampled by the horses' hooves and beaten with the 
whips of the cossacks. 

Fallen, the young mother 

	jolts 

	the pram with the child 

	over the edge of the steps.

The elderly woman in pince-nez is frozen with horror. 

The pram with the child 

	bounces 

	down the steps. 

The young mother lies dead on the steps.

On the carriage-way, the cossacks beat the crowd with whips, and, 

	at the foot of the steps, 

	a rank of soldiers fires point-blank at the people. 

The pram with the child bounces over the steps. 

The elderly woman in pince-nez is frozen with horror.

The pram with the child bounces over the steps. 

A terrified student presses himself into the corner of a building. 

At the foot of the steps, the rank of soldiers fires volley after volley into 
the crowd.

The pram with the child leaps across the steps.

A terrified student presses himself into the corner of a building. 

Down the steps, 

	over the corpses, 

	careers the pram with the child. 

The rank of soldiers fires into the crowd.

The pram with the child careers over the corpses down the steps.

The student pressed into the corner of the building shouts in terror.

The pram with the child overturns. 

A cossack brandishes 

	his sword, 

	and puts out an eye of the elderly woman in pince-nez. 

The battleship : the gun-turret looms ominously.

[TITLE:] AND THEN THE CANNONS OF THE BATTLESHIP OPEN FIRE IN RETALIATION 
AGAINST THE SAVAGERY OF THE ARMED FORCES OF ODESSA 	

The muzzles of the cannons, pointed menacingly towards the town.

[TITLE:] THE BULL'S EYE -- THE ODESSA THEATRE 	 ! 

The sculpture on the pediment of the theatre.

[TITLE:] THE ODESSA THEATRE -- THE TOWN'S MILITARY HEADQUARTERS	

The cannons of the battleship open fire

	at the cupids

	adorning 

	the cornice of the theatre. 

A shell bursts 

	 against the iron gates of the theatre building, 

	enshrouding everything in smoke. 

The sculptures: a lion dormant, 

	a lion with evil face raised, 

	a lion up on its paws, snarling. 

The iron gates of the theatre building 

	are enshrouded in smoke.

The smoke disperses -- to reveal that the theatre building has been 
destroyed.




PART FIVE: MEETING THE SQUADRON 

[TITLE:] ON THE BATTLESHIP, MEETINGS CONTINUE PASSIONATELY UNTIL EVENING 	

A speaker cries to the sailors:

[TITLE:] 'The people of Odessa look to you for their liberation. Disembark now, 
and the army will join forces with you.' 

The speaker 

	continues. The muzzles of the cannons loom menacingly. 

The sailors 

	argue among themselves. 

One of the sailors says:

[TITLE:] 'We cannot disembark. The admiralty squadron has begun to move against 
us.' 

He continues to speak.

The sailors wave their arms about excitedly. 

The sailor exhorts his comrades, 

	who wave to him 

	with their caps.

The sailor exhorts his comrades.

The sailors wave their arms about excitedly. 

The sailor passionately exhorts his comrades. 

One of the sailors listening to him is lost in thought. 

The sailor continues to exhort his comrades, 

	but the other sailor interrupts him.

[TITLE:] WITH ONE HEART THEY DECIDE TO FACE THE SQUADRON	

The empty deck.

[TITLE:] A NIGHT OF ANXIETY BEGINS	

The flag comes down.

The moon appears from behind the clouds. 

Moonlight plays upon the water.

On the battleship, the watch looks tensely into the distance. 

The sea splashes gently.

The watch moves along the side of the battleship. 

The sea splashes gently.

A sailor gazes tensely into the distance.

The silhouette of the battleship stands out starkly and majestically in the 
moonlight. 

The motionless needles 

	of the pressure-gauges. 

By the engines -- sleeping sailors. 

The watch looks tensely into the darkness. 

A searchlight directed on the water.

The watch and the sailor gaze into the darkness. 

The searchlight directed on the water. 

By the engines -- sleeping sailors.

The motionless needles of the pressure-gauges.

[TITLE:] THE SQUADRON CREEPS UP IN THE DARKNESS 	

Murk over the water.

The squadron on the horizon. 

Murk over the water.

Matyushenko, fighting against sleep, 

	smokes 

	in one of the cabins.

Smoke pours from the funnels of a passing ship. 

By the engines -- sleeping sailors. 

The helmsman asleep at the wheel. 

By the engines -- sleeping sailors. 

The searchlight directed on the water. 

In a cabin, a sailor asleep on a divan.

Matyushenko, with other sailors, awakens the helmsman. 

The cabin: the sailor asleep on the divan.

Another sailor at the wheel.

[TITLE:] THROATS HOARSE FROM CONTINUAL SPEECH BREATHE HARSHLY AND UNEVENLY 	

The cabin: sailors asleep 

	on the divan, 

	in a deck-chair.

Matyushenko enters the cabin and looks at the sleeping sailors. 

The sailor on the divan awakens.

Sailors close the shutter over the searchlight. 

Matyushenko talks with the awakened sailor, 

	and goes out of the cabin.

The sailor turns over onto his other side. 

Sailors close the shutter over the searchlight. 

The sailor on the divan sleeps. 

Sailors run over to a handrail.

By the engines -- the sailors roll over uneasily in their sleep. 

The sailor on the divan awakens again. 

The helmsman at the wheel.

A sailor by the handrail beckons to another.

By the engines -- the sailors roll over uneasily in their sleep. 

The sailor by the handrail 

	looks through a telescope.

The sailors by the handrail gaze tensely into the distance. 

The motionless needles 

	of the pressure-gauges.

Sailors look through a pair of binoculars 

	and the telescope.


The watch looks through the binoculars. 

The pressure-gauges.

Sailors look through the binoculars and the telescope. 

The watch looks through the binoculars. 

A sailor in the watch-tower shouts. 

The sailor turns the telescope.

Near the muzzle of a cannon, a sailor gazes into the darkness.

The watches look into the distance. 

The sailor turns the telescope. 

The squadron is visible on the horizon.

The sailor looking through the telescope bends and cries: 

[TITLE:] 'Squadron on the horizon!' 

The sailor near the muzzle of the cannon turns quickly towards the cry.

The sailor again looks through the telescope. 

The alarmed figures 

	of the sailors.

Matyushenko rapidly descends the ladder to the cabin. 

In an instant, the sailor in the deck-chair is awake, 

	and the sailor on the divan. 

The one 

	and the other raise themselves,

	stand up, 

	 and quickly run out.

A running sailor can be seen through a grating. 

The sailors run up to Matyushenko and question him. 

In the cabin, Matyushenko stops a young sailor. 

The young sailor looks confusedly at Matyushenko. 

Matyushenko throws off his jacket.

The young sailor tightens the jacket round himself, and Matyushenko takes the 
midshipman's cap off the young sailor's head.

Sailors climbing up holdfasts.

Matyushenko puts a sailor's cap on the young sailor's head. 

The young sailor ascends the ladder from the cabin, followed by Matyushenko.

The sailors rush up the holdfasts, 

	up the deck ladder, 

	up to a platform by the funnel. 

The sailors on the platform can see  

	the squadron on the horizon.

They continue to look at the squadron on the horizon. 

The sailor looks through the telescope. 

Sailors looking into the distance, 

..climbing up the holdfasts, 

	ascending to the platform by the funnel, 

	on the platform.

Matyushenko blows on his pipe.

[TITLE:] ALL HANDS ON DECK 	 !

The bugler 

	sounds his call.

A sailor blows on his pipe. 

The sailors come running.

[TITLE:] ACTION STATIONS 	 !

The bugler 

	sounds his call. 

About the deck 

	the sailors run.

Sailors remove the tarpaulins from the cannons. 

In the gun-turret, a gunner 

	prepares 

	for battle.

About the deck the sailors run. 

Matyushenko blows on his pipe. 

About the deck the sailors run. 

Sailors run 

	to the engine-room.

The helmsman and Matyushenko speak over the telephone 

	to the engineer in the engine-room. 

Matyushenko speaks over the telephone 

	to the engineer.

About the deck the sailors run. 

Sailors move 

	the heavy shells

	up the lift to the cannons.

The sailors remove the tarpaulins from the cannons. 

The engineer, speaking on the telephone, passes an order to a comrade.

The engineer pulls a lever.

The telephones ring in the engine-room.

Sailors descend the gangway and pull up the handrail.

The engineer pulls a lever. 

The sailors 

	raise 

	the gangway.

The engineer pulls a lever. 

The sailors 

	suspend 

	the gangway 

	along the side of the battleship. 

A tarpaulin is spread over the deck. 

Sailors take the heavy shells from the lift, 

	and lay them on the tarpaulin,

	one 

	after another.

Matyushenko stands by the helm and shouts into the speaking-tube.

[TITLE:] FULL SPEED AHEAD 	

The engineer listens on the telephone.

Behind the helmsman, Matyushenko speaks on the telephone. 

The sailors 

	working in the engine-room. 

Smoke pouring from the funnels. 

The engineer presses a lever. 

Faster and faster 

	the engines run.

The battleship carves its way through the sea, dividing the water into tall 
waves.

The calm sea splashes gently against the shore.

The battleship carves its way through the sea, dividing the water into tall 
waves. 

Ever faster and faster 

	the engines run.

The battleship carves its way through the sea, dividing the water into tall 
waves. 

At full speed, 

	the engines run.

Smoke pours from the funnels.

Behind it, the battleship leaves a shining wake and clouds of smoke.

Matyushenko, speaking on the telephone, receives a message from a sailor 
approaching at the run, and he gives the order to the helmsman to turn the 
wheel. 

The gun-turrets swing menacingly. 

The gunner is prepared for battle.

The muzzles of the cannons are raised menacingly. 

The gunner looks at his sights. 

The muzzles of the cannons are raised. 

The gunner looks at his sights.

The prow of the battleship cuts through the water, 

	raising great waves on all sides.

Standing by the helm, Matyushenko looks through a telescope.

The squadron is visible on the horizon. 

Matyushenko speaks to the helmsman.

The needle of a pressure-gauge jumps about -- and moves up. 

The engineer speaks on the telephone. 

The needle jumps about -- and moves higher. 

The gunner is prepared for battle. 

The squadron on the horizon. 

The engines at full speed. 

The gunner by his sights. 

The gunner swings 

	his cannon.

The engines at full speed.

The needle of the pressure-gauge jumps about. 

[TITLE:] MAXIMUM SPEED 	 !

The needle as high as it can go. 

The engines at maximum speed.

Great waves caused by the passage of the battleship. 

The water bubbles and foams. 

Smoke pours from the funnels.

The helmsman, turning the wheel, listens to Matyushenko. 

Visible in the distance -- the squadron.

[TITLE:] THE 'POTEMKIN' AND DESTROYER NO. 267 	

Alongside the battleship -- a destroyer.

Standing by the helm, Matyushenko looks into the distance.

[TITLE:] THE SQUADRON ADVANCES 	

The squadron draws ever nearer and nearer. 

Smoke pours from the funnels.

Great waves caused by the passage of the battleship. 

The water bubbles and foams.

Matyushenko, standing by the helm, gives a signal. 

The gun-turret swings menacingly.

[TITLE:] THE SQUADRON DRAWS NEAR 	 !

Ever nearer and nearer 

	draws the squadron. 

The gunner sights his cannon. 

The gun-turret swings menacingly. 

Sailors carrying a shell.

The muzzles of the cannons loom menacingly. 

Smoke pours from the funnels.

Behind it, the battleship leaves a shining wake and clouds of smoke.

Standing by the helm, Matyushenko looks into the distance.

The squadron draws nearer. 

Matyushenko is plunged in thought. 

His hand goes to the speaking-tube. 

[TITLE:] 'Give the signal: "Join us"' 

He replaces the speaking-tube. 

A sailor signals with flags, 

	and another looks through a telescope. 

[TITLE:] 'Join	'

On ropes, the flags go up the mast.

On ropes, 

	the flags 

	 go up 

	the mast.

The battleship raises great waves 

	on all sides.

The squadron draws ever nearer and nearer. 

Smoke pours 

	from the funnels of an approaching ship. 

The muzzle of a cannon aimed towards the enemy. 

The helmsman looks through a telescope. 

The gunners await the signal.

[TITLE:] THE ENEMY IS WITHIN RANGE 	

The helmsman looks through a telescope. 

The gunners 

	await the signal.

A sailor with a shell in his arms. 

Sailors with shells in their arms.

[TITLE:] ALL FOR ONE 	

The cannons of the enemy turn slowly, 

	point towards the Potemkin, 

	are menacingly 

	raised.

[TITLE:] ONE FOR ALL 	

On the mast of the battleship the red flag flutters victoriously. 

Alongside the battleship -- the destroyer. 

A cannon raised 

	looms menacingly.

Standing by the helm, Matyushenko looks into the distance. 

The enemy squadron is near.

The gunners embrace each other before battle. 

A cannon is raised, 

	and looms menacingly. 

The gunners await the signal. 

The cannon looms menacingly.

Standing by the helm, Matyushenko shouts. 

The muzzles of all the cannons of the battleship 

	are directed 

	menacingly 

	towards the enemy.

[TITLE:] TO FIRE 	

The gunners tensely await the signal. 

Matyushenko looks uneasily into the distance. 

He blows on his pipe.

A cannon looms menacingly.

[TITLE:] OR NOT 	

A gunner tensely awaits the signal. 

The engines running.

The imperial eagle on the prow of the battleship. 

Sailors with shells in their arms, tensely expectant. 

Shells on the tarpaulin. 

The gunner motionless.

Suddenly, a smile appears on the face of one of the sailors. 

[TITLE:] 'Brothers!'

Joyfully, 

	the sailors

	break out into laughter.

The sailors run out onto the prow of the battleship. 

The sailors are overcome 

	with joy.

On the mast of the battleship the red flag flutters victoriously. 

The muzzles of the cannons are lowered.

The sailors on board the battleship tumultuously wave their caps. 

In return, 

	from the sides of the ships of the squadron passing, 

	the sailors joyfully 

	wave their caps.

[TITLE:] WITHIN THE HEARING OF THE TSARIST ADMIRALS, BROTHERLY CHEERS SOUND 
ACROSS THE WATER	

From the sides of the ships of the squadron passing, 

	the sailors 

	joyfully wave their caps.

Without a shot being fired, a ship of the admiralty squadron goes past the 
rebellious battleship.

[TITLE:] AND WITH THE RED FLAG OF FREEDOM PROUDLY FLUTTERING, WITHOUT A SINGLE 
SHOT BEING FIRED, THE INSURGENT BATTLESHIP PASSES THROUGH THE RANKS OF THE 
SQUADRON 	

The sailors on the decks of the battleship, 

	on the mast and in the watch-tower 

	tumultuously wave their caps in the air. 

Victoriously, the insurgent battleship passes through the ranks of the 
squadron.

Joyfully, the sailors on the mast, in the watch-tower, 

	on the decks 

	and on the prow of the battleship 

	wave their caps in the air.

Great waves caused by the passage of the battleship. 

The tall prow of the rebellious battleship moves victoriously onwards. 

Film-North * Anatoly Antohin
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