BUTTERCUP
                                         (looks at Westley)

     He is a sailor on the pirate ship "Revenge." Promise to return him to his ship.

                                         HUMPERDINCK

     I swear it will be done.

                                                                                        CUT TO:

BUTTERCUP AND WESTLEY,

staring deep into each other's eyes.

                                                                                        CUT TO:

HUMPERDINCK AND RUGEN

                                         HUMPERDINCK

     Once we're out of sight, take him back to Florin and throw him in the Pit of Despair.

                                             RUGEN
                                          (almost a smile)

     I swear it will be done.

                                                                                        CUT TO:

BUTTERCUP AND WESTLEY

                                           BUTTERCUP

     I thought you were dead once, and it almost destroyed me. I could not bear it if you died again, not when I could
     save you.

Westley is dazed. Silent.

Buttercup tries to speak again, can't, and is swooped off her feet onto Humperdinck's horse, and off they go.

                                                                                        CUT TO:

WESTLEY,

staring after her. Rugen watches as his warriors bring Westley to him. The Count has a heavy sword and he holds it in his hand.

                                             RUGEN

     Come, sir. We must get you to your ship.

                                            WESTLEY

     We are men of action. Lies do not become us.

                                             RUGEN

     Well spoken, sir --

Westley is looking at him.

                                             RUGEN

     -- what is it?

                                            WESTLEY

     You have six fingers on your right hand -- someone was looking for you --

Count Rugen clubs Westley hard across the skull. Westley starts to fall -- the screen goes black.

FADE IN ON:

THE PIT OF DESPAIR

Dank and chill, underground and windowless, lit by flickering torches. Frightening. Westley lies in the center of the cage,
chained and helpless.

                                                                                        CUT TO:

SOMETHING REALLY FRIGHTENING: A BLOODLESS-LOOKING ALBINO.

Dead pale, he silently enters the pit, carrying a tray of food and medication. He puts it down.

                                            WESTLEY

     Where am I?

                                            ALBINO
                                         (he only whispers)

     The Pit of Despair.

He begins tending Westley's wounds. Westley winces.

                                            ALBINO

     Don't even think --

                         (A hack, sputter, cough - now his voice seems normal again)

     -- don't even think about trying to escape. The chains are far too thick. And don't dream of being rescued either.
     The only way in is secret. And only the Prince, the Count, and I know how to get in and out.

                                            WESTLEY

     Then I'm here till I die?

                                            ALBINO
                                          (working away)

     Till they kill you. Yeah.

                                            WESTLEY

     Then why bother curing me?

                                            ALBINO

     The Prince and the Count always insist on everyone being healthy before they're broken.

                                            WESTLEY

     So it's to be torture.

From the Albino: a nod.

                                            WESTLEY

     I can cope with torture.

From the Albino: a shake of the head.

                                            WESTLEY

     You don't believe me?

                                            ALBINO

     You survived the Fire Swamp. You must be very brave...

                                            (little pause)

     ... but nobody withstands The Machine.

He studies Westley, whose face is almost sad.

                                                                                        CUT TO:

BUTTERCUP,

and her face is sad. Pallid, perhaps ill. She wanders down a corridor in Florin Castle. As she moves unseeing past an
intersecting corridor:

                                                                                        CUT TO:

PRINCE HUMPERDINCK AND COUNT RUGEN,

watching her

                                         HUMPERDINCK

     She's been like that ever since the Fire Swamp.

                                          (looks at Rugen)

     It's my father's failing health that's upsetting her.

                                             RUGEN

     Of course.

As they move on,

                                                                                        CUT TO:

FLORIN CASTLE AT NIGHT

CAMERA HOLDS ON IT while we hear the Grandfather's voice reading.

                                      &n bsp;  GRANDFATHER
                                            (off-screen)

     The King died that very night, and before the following dawn, Buttercup and Humperdinck were married.

                                                                                        CUT TO:

MAIN SQUARE OF FLORIN CASTLE

And if we thought it was packed before, we didn't know how many more could fit in this courtyard. Humperdinck, Rugen and
the Queen stand high on the balcony.

                                         GRANDFATHER
                                            (off-screen)

     And at noon, she met her subjects again. This time as their Queen.

                                         HUMPERDINCK

     My father's final words were...

                                            THE KID
                                            (off-screen)

     -- hold it. Hold it, Grandpa.

And the scene FREEZES, Humperdinck caught in mid-sentence.

                                                                                        CUT TO:

THE KID'S ROOM

The Kid is half sitting now, not strong yet, but clearly stronger than when we first saw him.

                                            THE KID

     You read that wrong. She doesn't marry Humperdinck, she marries Westley. I'm just sure of it. After all that
     Westley did for her, if she does not marry him, it wouldn't be fair.

                                         GRANDFATHER

     Well, who says life is fair? Where is that written? Life isn't always fair.

                                            THE KID

     I'm telling you you're messing up the story, now get it right!

                                         GRANDFATHER

     Do you want me to go on with this?

                                            THE KID

     Yes.

                                         GRANDFATHER

     All right, then. No more interruptions.

                                        (starts to read again)

     ... at noon, she met her subjects again. This time as their Queen.

And on these words,

                                                                                        CUT TO:

PRINCE HUMPERDINCK.

                                         HUMPERDINCK

     My father's final words were "love her as I loved her, and there will be joy." I present to you your Queen. Queen
     Buttercup.

And on his words,

                                                                                        CUT TO:

THE CROWD,

and it's gigantic.

                                                                                        CUT TO:

THE ARCHWAY

we saw before, as Buttercup emerges.

                                                                                        CUT TO:

THE CROWD,

suddenly going to its knees, wave after wave of silent KNEELING PEOPLE. All of them down.

                                                                                        CUT TO:

BUTTERCUP,

touched as before, but then she seems stunned as we

                                                                                        CUT TO:

THE CROWD.

SOMEONE IS BOOING! The BOOING gets louder as an ANCIENT WOMAN approaches Buttercup through the crowd,
BOOING every step of the way.

                                           BUTTERCUP

     Why do you do this?

                                        ANCIENT BOOER

     Because you had love in your hands, and you gave it up.

                                           BUTTERCUP
                                            (distraught)

     But they would have killed Westley if I hadn't done it.

                                        ANCIENT BOOER

     Your true love lives and you marry another --

                                           (to the crowd)

     -- True love saved her in the Fire Swamp, and she treated it like garbage. And that's what she is, the Queen of
     Refuse! So, bow down to her if you want. Bow to her. Bow to the Queen of Slime, the Queen of Filth, the Queen
     of Putrescence. Boo! Boo! Rubbish! Filth! Slime! Muck! Boo! Boo!

She advances on Buttercup now, who is more and more panicked.

CLOSE-UP - THE ANCIENT BOOER.

Louder and louder and LOUDER she shrieks vituperation at Buttercup, reaching out her old hands toward Buttercup's throat,
and Buttercup is as frightened now as Dorothy was when the Witch went after her in "The Wizard of Oz", and suddenly,

                                                                                        CUT TO:

BUTTERCUP,

coming out of her nightmare, alone in her castle bedroom. As she fantically grabs a robe and starts to run.

                                         GRANDFATHER
                                            (off-screen)
                                           (still reading)

     It was ten days till the wedding. The King still lived, but Buttercup's nightmares were growing steadily worse.

                                            THE KID
                                            (off-screen)

     See? Didn't I tell you she'd never marry that rotten Humperdinck?

                                         GRANDFATHER
                                            (off-screen)

     -- yes, you're very smart. Shut-Up.

                                                                                        CUT TO:

BUTTERCUP,

bursting into the Prince's chambers. Count Rugen stands nearby.

                  &n bsp;                        BUTTERCUP

     It comes to this: I love Westley. I always have. I know now I always will. If you tell me I must marry you in ten
     days, please believe I will be dead by morning.

                                                                                        CUT TO:

PRINCE HUMPERDINCK.

Just stunned. Finally, softly, he begins to talk.

                                         HUMPERDINCK

     I could never cause you grief; consider our wedding off.

                                            (to Rugen)

     You returned this Westley to his ship?

                                             RUGEN

     Yes.

                                         HUMPERDINCK

     Then we will simply alert him.

                                         (to Buttercup now)

     Beloved, are you certain he still wants you? After all, it was you who did the leaving in the Fire Swamp. Not to
     mention that pirates are not known to be men of their words.

                                           BUTTERCUP

     My Westley will always come for me.

                                         HUMPERDINCK

     I suggest a deal. You write four copies of a letter. I'll send my four fastest ships. One in each direction. The Dread
     Pirate Roberts is always close to Florin this time of year. We'll run up the white flag and deliver your message. If
     Westley wants you, bless you both. If not ... please consider me as an alternative to suicide. Are we agreed?

And she nods --

                                                                                        CUT TO:

A VERY THICK GROVE OF TREES

The trees are unusual in one respect: all of them are extraordinarily heavily knotted.

PULL BACK TO REVEAL

Humperdinck and Rugen, walking into the grove of trees.

                                             RUGEN

     Your Princess is really a winning creature. A trifle simple, perhaps, but her appeal is undeniable.

                                         HUMPERDINCK

     Oh, I know. The people are quite taken with her. It's odd, but when I hired Vizzini to have her murdered on our
     engagement day, I thought that was clever. But it's going to be so much more moving when I strangle her on our
     wedding night. Once Guilder is blamed, the nation will be truly outraged. They'll demand we go to war.

They are deeper into the grove now. Rugen is searching around.

                                             RUGEN

     Now, where is that secret knot? It's impossible to find.

             (Finding the knot on the tree he hits it, and it opens, revealing a staircase leading underground.)

     Are you coming down into the Pit? Westley's got his strength back. I am starting him on The Machine tonight.

                                         HUMPERDINCK

     Tyrone, you know how much I love watching you work. But, I've got my country's five hundredth anniversary to
     plan, my wedding to arrange, MY wife to murder, and Guilder to frame for it. I'm swamped.

                                             RUGEN

     Get some rest -- if you haven't got your health, you haven't got anything.

Rugen smiles and hurries down the stairs as the tree slides back perfectly into place.

                                                                                        CUT TO:

AN ENORMOUS THING.

We can't tell quite what it is or what it does, but somehow it is unsettling.

PULL BACK TO REVEAL

Count Rugen, dragging Westley up alongside the thing -- Levers and wheels and wires, you name it, it's there.

                                             RUGEN

     Beautiful, isn't it?

                            (The Albino starts attaching suction cups to Westley)

     It took me half a lifetime to invent it. I'm sure you've discovered my deep and abiding interest in pain. At present
     I'm writing the definitive work on the subject. So I want you to be totally honest with me on how The Machine
     makes you feel.

                                                                                        CUT TO:

A DIAL

with numbers ranging from a low of "l" to a high of "50." Rugen goes to it.

                                             RUGEN

     This being our first try, I'll use the lowest setting.

And he turns the dial to "1".

                                                                                        CUT TO:

WESTLEY.

He has suction cups on his head now, on his temple, on his heart, his hands and feet. He says nothing, keeps control of himself

                                                                                        CUT TO:

COUNT RUGEN,

fiddling with his Machine a moment more. And then he opens the flood gate, water pours down the chute, turning the wheel,
which in turn really gets The Machine going.

                                                                                        CUT TO:

WESTLEY,

and he's lying on the table, and he's only flesh and the chains are metal and thick, but such is his desperation it almost seems he
might break them. A terrible sound comes from his throat, an incessant gasping. It keeps on coming as we finally

                                                                                        CUT TO:

COUNT RUGEN.

He switches off The Machine, picks up a large notebook and pen, sits in a chair. The NOISE of The Machine subsides. Rugen
opens the book to a blank page.

                                             RUGEN

     As you know, the concept of the suction pump is centuries old. Well, really, that's all this is. Except that instead of
     sucking water, I'm sucking life. I've just sucked one year of your life away. I might one day go as high as five, but
     I really don't know what that would do to you. So, let's just start with what we have. What did this do to you?
     Tell me. And remember, this is for posterity, so be honest -- how do you feel?

AND NOW, AT LAST,

                                                                                        CUT TO:

WESTLEY,

in anguish so deep it is dizzying. Helpless, he cries.

Count Rugen watches the tears, then starts to write.

                                             RUGEN

     Interesting.

                                                                                        CUT TO:

HUMPERDINCK

in his quarters, swamped. Piles of papers are strewn all over. Now YELLIN, a pale, shifty, quick-eyed man appears in the
doorway.

                                         HUMPERDINCK

     Yellin.

                                             YELLIN
                                        (bo ws, then kneels)

     Sire.

                                         HUMPERDINCK

     As Chief Enforcer of all Florin, I trust you with this secret: killers from Guilder are infiltrating the Thieves' Forest
     and plan to murder my bride on our wedding night.

                                             YELLIN

     My spy network has heard no such news.

                                                                                        CUT TO:

BUTTERCUP

entering.

                                           BUTTERCUP

     Any word from Westley?

                                                                                        CUT TO:

THE PRINCE AND YELLIN,

turning to her in the doorway.

                                         HUMPERDINCK

     Too soon, my angel. Patience.

                                           BUTTERCUP

     He will come for me.

                                         HUMPERDINCK

     Of course.

As she glides out,

                                         HUMPERDINCK

     She will not be murdered. On the day of the wedding, I want the Thieves' Forest emptied and every inhabitant
     arrested.

                                             YELLIN

     Many of the thieves will resist. My regular enforcers will be inadequate.

                                         HUMPERDINCK

     Form a Brute Squad then. I want the Thieves' Forest emptied before I wed.

                                             YELLIN

     It won't be easy, Sire.

                                         HUMPERDINCK
                                         (alone, exhausted)

     Try ruling the world sometime.