They rise straight up, sheer from the water, impossibly high.

                                                                                        CUT TO:

The TWO SAILBOATS

in a wild race for the Cliffs and the Man In Black is closing faster than ever, but not fast enough, the lead was too great to
overcome, and as Inigo sails with great precision straight at the Cliffs

                                                                                        CUT TO:

THE BOAT

being pursued.

                                             VIZZINI

     Hurry up. Move the thing! Um ... that other thing. Move it!

                                         (staring back now)

     We're safe -- only FEZZIK is strong enough to go up our way -- he'll have to sail around for hours 'til he finds a
     harbor.

There is much activity going on, all of it swift, expert, economical. FEZZIK reaches up along the Cliff face, grabs a jutting rock,
reaches behind it. Suddenly there is a thick rope in his hands. He drops back to the boat, gives the rope a freeing swing and

                                                                                        CUT TO:

THE CLIFFS.

The rope goes all the way to the top.

                                                                                        CUT TO:

INIGO

hurrying to FEZZIK. He straps a harness to him, then lifts Buttercup and Vizzini in the harness. Finally, he himself gets in the
harness. All three are strapped to FEZZIK like papooses.

And he starts to ascend the rope, carrying them all along with him as he goes.

                                                                                        CUT TO:

THE MAN IN BLACK, sailing in toward the Cliffs of Insanity, watching as FEZZIK rises swiftly through the first moments of
dawn.

                                                                                        CUT TO:

THE TOP OF THE CLIFFS, LOOKING DOWN

FEZZIK'S GROUP is only faintly visible far below. This is the first time we've gotten the real vertigo feeling and it's a gasper.

                                                                                        CUT TO:

FEZZIK CLIMBING ON. Buttercup is almost out of her mind with fear.

                                                                                        CUT TO:

THE ENTIRE LENGTH OF THE CLIFFS.

FEZZIK is moving right along; however high they are, he's already over a third of the way done.

                                                                                        CUT TO:

THE MAN IN BLACK,

leaping from his ship to the rope, starting to climb. He's impossibly far behind, but the way he goes you'd think he didn't know
that because he is flying up the rope, hand over hand like lightning.

                                                                                        CUT TO:

VIZZINI AND THE OTHERS.

                                             INIGO
                                          (looking down)

     He's climbing the rope. And he's gaining on us.

                                             VIZZINI

     Inconceivable!

He prods FEZZIK, who nods, increases his pace.

                                                                                        CUT TO:

THE MAN IN BLACK,

roaring up the rope, and

                                                                                        CUT TO:

LONG SHOT - THE CLIFFS

-- and the Man In Black is cutting deeply into FEZZIK's lead.

                                                                                        CUT TO:

VIZZINI AND THE OTHERS

                                             VIZZINI
                                            (shrieking)

     Faster!

                                             FEZZIK

     I thought I was going faster.

                                             VIZZINI

     You were supposed to be this colossus. You were this great, legendary thing. And yet he gains.

                                             FEZZIK

     Well, I'm carrying three people. And he's got only himself.

                                             VIZZINI
                                          (cutting through)

     -- I do not accept excuses.

                                         (shaking his head)

     I'm just going to have to find myself a new giant, that's all.

                                             FEZZIK
                                              (hurt)

     Don't say that, Vizzini. Please.

And his arms begin moving much more slowly.

                                                                                        CUT TO:

THE MAN IN BLACK.

His arms still work as before. If anything, he has speeded up. FEZZIK's lead is smaller and smaller

                                                                                        CUT TO:

THE VIEW FROM THE TOP OF THE CLIFFS

Maybe a hundred feet for FEZZIK to go. Maybe more.

                                                                                        CUT TO:

VIZZINI AND THE OTHERS, and it's getting too close now.
                  &nbs p;                          VIZZINI

     Did I make it clear that your job is at stake?

                                                                                        CUT TO:

THE MAN IN BLACK,

less than a hudred feet behind them. And gaining.

                                                                                        CUT TO:

THE CLIFF TOP AS FEZZIK MAKES IT!

Vizzini leaps off and takes out a knife, begins to cut the rope which is tied around a great rock while Inigo helps the Princess to
her feet and FEZZIKjust stands around, waiting for someone to tell him to do something. Nearby are some stone ruins. Once
they might have been a fort, now the kind of resemble Stonehenge.

                                                                                        CUT TO:

THE MAN IN BLACK,                                                                                         CUT TO:

VIZZINI,

cutting through the last of the rope and

                                                                                        CUT TO:

THE ROPE,

slithering across the ground and out of sight toward the Channel, like some great serpent at last going home.

                                                                                        CUT TO:

FEZZIK,

standing with Inigo and Buttercup by the cliff edge.

                                             FEZZIK
                                        (to Inigo -- impressed)

     He has very good arms.

                                                                                        CUT TO:

THE MAN IN BLACK,

hanging suspended hundreds of feet in the air, holding to the jagged rocks, desperately trying to cling to life.

                                                                                        CUT TO:

VIZZINI,

stunned, turning to the others, looking down.

                                             VIZZINI

     He didn't fall? Inconceivable!!

                                             INIGO
                                         (whirling on Vizzini)

     You keep using that word -- I do not think it means what you think it means.

                                         (looks down again)

     My God! He's climbing.

                                                                                        CUT TO:

THE MAN IN BLACK,

and so he is. Very slowly, he is picking his way upwards, sometimes a foot at a time, sometimes an inch.

                                                                                        CUT TO:

The group at the top, staring down.

                                             VIZZINI

     Whoever he is, he's obviously seen us with the Princess, and must therefore die.

                                           (to FEZZIK)

     You, carry her.

                                             (to Inigo)

     We'll head straight for the Guilder frontier. Catch up when he's dead. If he falls, fine. If not, the sword.

Inigo nods.

                                             INIGO

     I want to duel him left-handed.

                                             VIZZINI

     You know what a hurry we're in.

                                             INIGO

     Well, it's the only way I can be satisfied. If I use my right -- tch -- over too quickly.

                                             VIZZINI
                                    (turns abruptly, starts off-screen)

     Oh, have it your way.

                                                                                        CUT TO:

THE MAN IN BLACK,

still creeping his way upward.

                                                                                        CUT TO:

FEZZIK,

who goes to Inigo.

                                             FEZZIK

     You be careful.

                                             (gravely)

     -- people in masks cannot be trusted.

                                             VIZZINI
                                            (calling out)

     I'm waiting!

FEZZIK nods, hurries after Vizzini.

                                                                                        CUT TO:

INIGO.

He watches them depart, then turns, peers down over the Cliffs. He watches a moment, then paces, shaking his hands loose.
He practices a few of his honed fencing skills. He is a taut and nervous fellow, and has never been one for waiting around.

                                                                                        CUT TO:

THE MAN IN BLACK,

climbing on. He must be six inches closer to the top than when last we saw him. Inigo is watching.

                                                                                        CUT TO:

INIGO,

walking away. Finally he goes back to cliff edge, starts to talk. It's instant death if the Man In Black falls, but neither gives that
possibility much credence. This is our two heroes meeting. They don't know it yet; but that's what it is.

                       &nb sp;                     INIGO
                                          (hollering down)

     Hello there.

The Man In Black glances up, kind of grunts.

                                             INIGO

     Slow going?

                                         MAN IN BLACK

     Look, I don't mean to be rude, but this is not as easy as it looks. So I'd appreciate it if you wouldn't distract me.

                                             INIGO

     Sorry.

                                         MAN IN BLACK

     Thank you.

Inigo steps away, draws his sword, loosens up with a few perfect thrusts. Then resheathes and looks eagerly over the edge
again.

                                             INIGO

     I do not suppose you could speed things up?

                                         MAN IN BLACK
                                          (with some beat)

     If you're in such a hurry, you could lower a rope, or a tree branch, or find something useful to do.

                                             INIGO

     I could do that. In fact, I've got some rope up here. But I do not think that you will accept my help, since I am
     only waiting around to kill you.

                                         MAN IN BLACK

     That does put a damper on our relationship.

                                (He finds another bold a few inches higher)
                                             INIGO

     But I promise I will not kill you until you reach the top.

                                         MAN IN BLACK

     That's very comforting. But I'm afraid you'll just have to wait.

                                             INIGO

     I hate waiting. I could give you my word as a Spaniard.

                                         MAN IN BLACK

     No good. I've known too many Spaniards.

And he just hangs there in space, resting, gathering his strength.

                                             INIGO

     You don't know any way you'll trust me?

                                         MAN IN BLACK

     Nothing comes to mind.

And on these words, CAMERA ZOOMS into a CLOSE UP on Inigo. He raises his right hand high, his eyes blaze, and his
voice takes on a tone we have not heard before.

                                             INIGO

     I swear on the soul of my father, Domingo Montoya, you will reach the top alive.

                                                                                        CUT TO:

THE MAN IN BLACK.

There is a pause. Then, quietly:

                                         MAN IN BLACK

     Throw me the rope.

                                                                                        CUT TO:

INIGO.

He dashes to the giant rock the rope was originally tied to.

                                                                                        CUT TO:

THE MAN IN BLACK,

as his grip loosens a moment, trying to cling to the side of the cliff.

                                                                                        CUT TO:

INIGO,

now with a small coil of rope, hurries back to the edge and hurls it over --

                                                                                        CUT TO:

THE ROPE.

It hangs close to the Man In Black. He releases the rocks, grabs the rope, hangs helplessly in space a moment, then looks up at
Inigo and --

                                                                                        CUT TO:

INIGO,

straining, forcing his body away from the cliff edge and --

                                                                                        CUT TO:

THE MAN IN BLACK

rising through the early morning light, slowly, steadily, and as the cliff top at last comes within reach --

                                                                                        CUT TO:

INIGO,

watching as the Man In Black crawls to safety, then looks to Inigo.

                                         MAN IN BLACK

     Thank you.

                                         (pulling his sword)
                                             INIGO

     We'll wait until you're ready.

                                         MAN IN BLACK

     Again. Thank you.

The Man In Black sits to rest on the boulder that once held the rope. He tugs off his leather boots and is amazed to see several
large rocks tumble out. The Man In Black wears gloves. Inigo stares at them.

                                             INIGO

     I do not mean to pry, but you don't by any chance happen to have six fingers on your right hand?

He glances up -- the question clearly baffles him.

                                         MAN IN BLACK

     Do you always begin conversations this way?

                                             INIGO

     My father was slaughtered by a six- fingered man. He was a great swordmaker, my father. And when the
     six-fingered man appeared and requested a special sword, my father took the job. He slaved a year before he
     was done.

He hands his sword to the Man In Black.

                                         MAN IN BLACK
                                        (fondling it-impressed)

     I have never seen its equal.

                                                                                        CUT TO:

CLOSE UP - INIGO.
Even now, this still brings pain.

                                          &n bsp;  INIGO

     The six-fingered man returned and demanded it, but at one-tenth his promised price. My father refused. Without a
     word, the six-fingered man slashed him through the heart. I loved my father, so, naturally, challenged his murderer
     to a duel ... I failed ... the six-fingered man did leave me alive with the six-fingered sword, but he gave me these.

                                        (He toucbes his scars.)

                                                                                        CUT TO:

THE MAN IN BLACK,

                                         looking up at Inigo.
                                         MAN IN BLACK

     How old were you?

                                             INIGO

     I was eleven years old. When I was strong enough, I dedicated my life to the study of fencing. So the next time
     we meet, I will not fail. I will go up to the six-fingered man and say, "Hello, my name is Inigo Montoya. You killed
     my father. Prepare to die."

                                         MAN IN BLACK

     You've done nothing but study swordplay?

                                             INIGO

     More pursuit than study lately. You see, I cannot find him. It's been twenty years now. I am starting to lose
     confidence. I just work for Vizzini to pay the bills. There's not a lot of money in revenge.

                                         MAN IN BLACK
                               (handing back the great sword, starting to rise)

     Well, I certainly hope you find him, someday.

                                             INIGO

     You are ready, then?

                                         MAN IN BLACK

     Whether I am or not, you've been more than fair.

                                             INIGO

     You seem a decent fellow. I hate to kill you.

                                         MAN IN BLACK
                             (walking away a few paces, unsheathing his sword)

     You seem a decent fellow. I hate to die.

                                             INIGO

     Begin!

And on that word --

                                                                                        CUT TO:

THE TWO OF THEM.

And what we are starting now is one of the two greatest sword fights in modern movies (the other one happens later on), and
right from the beginning it looks different.

Because they aren't close to each other -- none of the swords-crossing "en garde" garbage.

No, what we have here is two men, two athletes, and they look to be too faraway to damage each other, but each time one
makes even the tiniest feint, the other counters, and there is silence, and as they start to circle --

                                                                                        CUT TO:

THE SIX-FINGERED SWORD,

feinting here, feinting there and --

                                                                                        CUT TO:

THE TWO MEN,

finished teasing, begin to duel in earnest.

Their swords cross, then again, again, and the sound comes so fast it's almost continual. Inigo presses on, the Man In Black
retreating up a rocky incline.

                                             INIGO
                                             (thrilled)

     You're using Bonetti's defense against me, ah?

                                         MAN IN BLACK

     I thought it fitting, considering the rocky terrain --

                                             INIGO

     Naturally, you must expect me to attack with Capo Ferro --

And he shifts his style now.

                                         MAN IN BLACK
                                       (coping as best he can)

     -- naturally --

                                       (suddenly shifting again)

     --but I find Thibault cancels out Capo Ferro, don't you?

The Man In Black is now perched at the edge of the elevated castle ruin. No where to go, he jumps to the sand. Inigo stares
down at him.

                                             INIGO

     Unless the enemy has studied his Agrippa-

And now, with the grace of an Olympian, Inigo flies off the perch, somersaults clean over the Man In Black's head, and lands
facing his opponent.

                                             INIGO

     -- which I have.

The two men are almost flying across the rocky terrain, never losing balance, never coming close to stumbling; the battle rages
with incredible finesse, first one and then the other gaining the advantage, and by now, it's clear that this isn't just two athletes
going at it, it's a lot more that that. This is two legendary swashbucklers and they're in their prime, it's Burt Lancaster in "The
Crimson Pirate" battling Errol Flynn in "Robin Hood" and then, incredibly, the action begins going even faster than before as we

                                                                                        CUT TO:

INIGO.

And behind him now, drawing closer all the time, is the deadly edge of the Cliffs of Insanity. Inigo fights and ducks and feints
and slashes and it all works, but not for long, as gradually the Man In Black keeps the advantage, keeps forcing Inigo back,
closer and closer to death.

                                             INIGO
                                         (happy as a clam)

     You are wonderful!

                                         MAN IN BLACK

     Thank you -- I've worked hard to become so.

The Cliff edge is very close now. Inigo is continually being forced toward it.

                                             INIGO

     I admit it -- you are better than I am.

                                         MAN IN BLACK

     Then why are you smiling?

Inches from defeat, Inigo is, in fact, all smiles.

                                             INIGO

     Because I know something you don't know.

                                         MAN IN BLACK

     And what is that?

                                             INIGO

     I am not left-handed.

And he throws the six-fingered sword into his right hand and immediately, the tide of battle turns.

                                                                                        CUT TO:

THE MAN IN BLACK,

stunned, doing everything be can to keep Inigo by the Cliff edge. But no use. Slowly at first, he begins to r etreat. Now faster,
Inigo is in control and the Man In Black is desperate.