ALADDIN AND THE EBONY PALACE

Written By
Kenneth White

Kenneth White
1108 Wellesley Avenue
Modesto, CA 95350-5044
209.567.0600
Ken1White@aol.com

1.
Aladdin and the Ebony Palace
FADE IN:
EXT. SILVER PALACE - EARLY DAWN
A sumptuous palace, straight from the Arabian Nights,
glistens in the golden morning light.
SERIES OF SHOTS
of different parts of the palace. Minarets, gardens,
chambers, pavilions, parapets, domes, turrets, and
courtyards.
As we move around and through the palace, we realize it is
a very intricate, miniature sculpture carved from jade,
ivory, and silver. It is encased in a glass orb filled
with water and grains of sand.
A gnarled, sinewy, blotchy HAND reaches into frame. It
turns the orb upside down, turns it back over, and sets it
down again. Grains of sand slowly float down around the
castle.
Off-screen, we hear malevolent LAUGHTER boom.
EXT. ENDLESS ARABIAN DESERT - DAY
On the horizon, the real version of the miniature silver
palace shimmers in the searing heat. It is under siege
from a great host numbering a thousand thousand.
SCHEHERAZADE (V.O.)
I am Scheherazade. It is the 500th
night. Ah … halfway home. And this
is yet another of my many wondrous
tales.
EXPLOSIONS pop above the palace. Fire licks at the walls.
The assault force batters at the palace gate.
SCHEHERAZADE (V.O.)
In a long ago time, in a faraway land,
it is a time of turmoil. The Sultan
Farrukh of Araby and his empire are at
war with Xanadu the Wizard and his
army of darkness.
A tiny airship slowly floats into frame.
slack.

Its sails are

2.
SCHEHERAZADE (V.O.)
The Sultan has sent his only daughter
… the Princess Fatima … to hide in
a remote desert palace. She carries
with her an ancient magic lamp that
Xanadu covets, for it holds the key to
absolute power. If it falls into the
hands of the Evil Wizard, the world
will be lost.
A gigantic airship lumbers into frame, filling the screen.
It fires a devastating broadside at the fleeing ship.
INT. SILVER PALACE - CORRIDOR - SAME TIME
A BLAST shivers and shakes the palace. Debris rains down
on ARTHUR and OTHELLO as they scurry along a hallway lined
with STONE STATUES.
Arthur is a cherub-shaped Celt. He's dressed in the
clothes of a medieval knight's squire, for that is what he
once was -- to the legendary Sir Gawaine of the Round
Table. Arthur looks and acts a lot like Lou Costello or a
"Road Picture" -- era Bob Hope.
Othello is a giant, intense Blackamoor. He proudly wears
the attire and attitude of the Barbary Pirate he was in a
previous life. Imagine Bud Abbott or Bing Crosby crossed
with Denzel Washington.
A thunderous EXPLOSION slams them both to the ground.
ARTHUR
The end ist at hand.
OTHELLO
Be still, spineless son of a sea hag.
They stand. A second BLAST rocks the walls. Behind
Othello, a statue of lapis lazuli teeters and topples.
Arthur leaps forward and shoves Othello out of the way.
The statue CRASHES to the floor, knocking Arthur for a
loop.
Othello scrambles over the top of the shattered statue and
reaches Arthur, who clutches his bleeding left arm.
OTHELLO
I owe thee my life.
ARTHUR
Methinks, we art finally even then.
Othello removes a simple cotton scarf from around his neck
and binds Arthur's wound.

3.
SOLDIERS of the Sultan's army hurry past them and down the
hallway, taking up fighting positions along the walls.
They anxiously stare at the barricaded door at the far end
of the hallway, waiting.
ARTHUR
Princess Fatima ist surely doomed.
art we.

As

Othello swivels to smite his sniveling companion as

A grotesque, monstrous MINOTAUR materializes, directly in
front of them. He snorts flames from his blazing nostrils.
He brandishes a massive broadsword.
MINOTAUR
Surrender or die mortals.
Othello whips his razor-sharp, saber of Damascus steel from
its Toledo leather and jewel-encrusted scabbard, slices it
through the air, then assumes a defensive battle stance.
Arthur ducks in behind him, cowering.
MINOTAUR
By Zeus, I hoped you'd say that.
The half-man, half-bull lunges at Othello. Othello checks
his thrust then spins and slices at the monster's legs.
The Minotaur blocks then counters, locking swords.
The duelists stare into each other's eyes, waiting to see
who'll blink first. Othello does.
Othello quickly retreats, nearly stumbling over Arthur.
Arthur grabs an abandoned toad-sticker of a dagger. He
points it at the monster.
ARTHUR
Methinks he'll knowest what salami
doth feel like when I am done.
Othello shoves him out of harm's way.
The Minotaur rears its forelegs and gallops toward Othello.
Their blades clash, shooting lightning sparks into the air.
The impact drives Othello to his knees. The Minotaur
raises its broadsword and prepares to deal a deathblow.
Othello rolls away, leaps to his feet, and assumes a
matador's stance. He dangles a small piece of red cloth.
The bull charges.
Othello steps aside and plunges his saber to the hilt
between the Minotaur's shoulder blades. The monster
straightens, BELLOWS to the sky, then crumples.

4.
As the beast falls, Othello lops off its head. It rolls
crazily along the stone floor. It stops at Arthur's feet.
He turns a sickening shade of green.
Othello strides up, grabs the head by the hair, lifts it
high in the air, and lops off an ear.
OTHELLO
Souvenir.
Arthur covers his mouth with both hands and stumbles into a
nearby corridor, much to Othello's bemusement.
A SOUND like Armageddon shatters the air.
EXT. IMPERIAL CITY - DAY
A magnificent, ancient walled city straddles the banks of a
crystal blue river.
ALADDIN, a serenely handsome, confident young man with an
infectious smile, dashes down a narrow alleyway.
INT. IMPERIAL CITY - BACKALLEY - TAILOR'S SHOP
SALOME, a petite, sharp-eyed seamstress, searches through
scraps of fabric on a table. Beside the table is a
TAILOR'S MANNEQUIN draped with a half-finished garment.
She holds a piece of poor cloth up to the garment then
tosses it aside. She heaves a WEARY SIGH.
Aladdin CRASHES through the door.
ALADDIN
Mother! My destiny calls! The Sultan
is recruiting men to fight Xanadu!
Men

SALOME
not boys, Aladdin.

Aladdin throws out his arms in exasperation.
ALADDIN
I'll never become a man stuck in this
crummy shop.
SALOME
You'll never become a man until you
learn to do an honest day's work.
ALADDIN
Work is for peasants.
a great warrior!

I am the son of

SALOME
And the son of a poor, widowed
seamstress. With no cloth to sew.

5.
Aladdin smiles tenderly at his mother.
ALADDIN
I can fix that.
Please, son.

SALOME
No more stealing.

Not stealing.

ALADDIN
Merely sport.

EXT. SILVER PALACE - DAY
A battering elephant BASHES away at the main palace gate.
The gate buckles and crumbles.
Fantastical, mechanical ROBOTS; GOLEMS of stone, iron,
bone, and glass; and ELEMENTALS of air, earth, fire, and
water storm into the central courtyard.
A PHALANX of mercenaries, outlaws, bounty hunters, soldiers
of fortune, and other renegades follows.
It is a motley crew of Trolls, Manscorpions, Goblins, Orcs,
Dopplegangers, Ghouls, Crabmen, Mongrel Men, Death Knights,
Giant Apes, Ogres, Gibberlings, Centaurs, Yak-Men, Ogrima,
and other nasty half-human creatures.
Within and without the palace, the Sultan's foot SOLDIERS
battle Xanadu's GHAZIS, or Muslim Holy Warriors, hand-tohand, stave-to-stave.
Bedouin LANCERS, Turkish HORSE-SOLDIERS, and Daylami
MOUNTED CAVALRY fight the Sultan's badly outnumbered
CAVALRY with lance, scimitar, and mace.
ARCHERS fire wave after wave of poison-tipped and flaming
arrows.
NORSEMEN and MONGOLS catapult huge boulders, fiery balls of
lead, and gunpowder grenades at the battlements.
SHAPESHIFTERS scamper up scaling ladders propped against
the steep walls.
ROCS, VULTURES, and other BIRDS OF PREY dive bomb from the
skies.
From the battlements, the DEFENDERS pour cauldrons full of
hot oil, molten wax and Greek fire onto their attackers.
Djinn, Efreet, Dao, and Marid GENIES use air, fire, earth,
and water to slaughter their opponents.
It is a maelstrom of lethal winds, an inferno of blistering
fireballs, an avalanche of deadly earth, and a tsunami of
crushing water.

6.
A leashed cavalcade of LIONS, SERPENTS and DRAGONS waits to
finish the leftovers.
It is man against man, beast against beast, and spirit
against spirit. It is brutal and bloody.
A sable GRIFFIN hovers above the fray. Astride this pitchblack creature sits XANADU THE WIZARD, an evil sorcerer.
His wizened face is framed by a long, black, curly beard
and ebony dreadlocks. He wears a flowing, charcoal silk
caftan and djellaba fringed in purple. In his gnarled,
blotchy right hand, he grasps a black staff crowned with a
cobra's head.
He aims the hooded snake at a SOLDIER, lying wounded on a
stone staircase.
Lightning bolts EXPLODE from the eyes of the cobra,
pulverizing the helpless man.
XANADU
(HISSES like a snake)
Always finish the job, my pet.
warrior never fights again.

A dead

Xanadu finishes off several more mortally wounded MEN with
his lethal staff.
The anguished SCREAMS of wounded and dying men are downed
out by CLASHING and CLANGING weapons and muffled by clouds
of thick, inky smoke.
EXT. IMPERIAL CITY - STREET - DAY
Aladdin races between weathered buildings of wood, stone
and sun-dried brick. As he runs, he cradles a bolt of
expensive silk cloth like a USC tailback.
A SHOPKEEPER and several ARMED MEN pursue him.
Gutter spawn.
payment.

SHOPKEEPER
I'll have your hands in

ALADDIN
Must be a Republican.
upset over sex.

Democrats get

Aladdin darts and dodges around and over street obstacles
like Barry Sanders eluding Green Bay tacklers. He reaches
an intersection – one road goes high, one goes low.
ALADDIN
When you come to a fork in the road
take it.
He takes the high road.

7.

Split up.

SHOPKEEPER
Cut him off. Stop him!

Aladdin sprints up the lane and

Passes an attractive OLDER WOMAN combing out her hair. He
pauses to admire her and smiles. She blushes, then pulls
her veil seductively across her face. Aladdin blows her a
kiss.
WOMAN
For an old wench like me?
ALADDIN
Beauty, like fruit, is tastiest when
ripe.
WOMAN
You are truly a thief, Aladdin.
hearts … as well as goods.
Aladdin reaches to kiss her hand when

Of

A WOMAN in the window above dumps a bucket full of wash
water onto Aladdin's head. He shakes himself like a wet
dog, then brushes his lips lightly against her wrist. He
drips water along her arm.
SHOPKEEPER (O.S.)
There he is.
Aladdin spies his pursuers, bows respectfully to the youngonce-again woman, and dashes down the boulevard.
Aladdin ducks into a side street, wheezing and GASPING for
air. He kneels and takes a few deep breaths. He looks up
to see an especially large SAMOAN GUARD blocking his exit.
GUARD
Slimy rat in a trap.
Orkin Man.

And I am the

The guard raises his impossibly large scimitar and

Aladdin dives headfirst between his legs like Ricky
Henderson stealing second. He rolls, tumbles, darts over a
bridge, and into a Bazaar.
INT. SILVER PALACE - CORRIDOR
A bleeding WARRIOR faces Arthur. He sheaths his nicked
sword and removes his dented helmet.
We suddenly realize it is not a man after all, but a
beautiful, very strong YOUNG WOMAN. She hands Arthur
something small wrapped in damask cloth.

8.
WOMAN
Protect it with your life, Arthur.
The world as we know it depends on
you.
ARTHUR
I wilt, mistress. To the death.
INT. SILVER PALACE - DUNGEON
The mercenaries herd the Sultan's soldiers into the massive
damp, dark cells that fill the entire ground floor beneath
the palace. They chain the soldiers by neck, hand and
ankle to the ceiling, floor and walls.
The TORTURE MASTER tests each of his perverse torture
devices.
The EXECUTIONER sharpens his double-edged axe blade.
Xanadu strides into the central holding cell. It quickly
becomes as quiet as death with a head cold. Men who were
brave and fearless moments before now tremble in corners
and beneath rotting cots.
KHALED IBN BALTHAZAR – VIZIER to Xanadu – approaches the
Wizard. He kneels and kisses the ground.
BALTHAZAR
He whose sword knows no rest, I wish
you everlasting joy and glory.
Balthazar rises. He TAPS a ruby-encrusted riding crop
against his knee-high riding boots.
BALTHAZAR
My Lord, we have yet to find the lamp.
Xanadu points a long, bony finger at an OFFICER. A
crackling beam of indigo light bubbles out of his finger,
jumps across the cell, and enfolds the officer. He begins
shaking.
XANADU
Where is it, worm?
OFFICER
I know nothing.
The beam burns brighter.
violently.

The officer quakes more

XANADU
Princess Fatima?
OFFICER
Far from here.

9.
The indigo light glows so bright it burns the eyes.
black light in a dark room. The quivering officer
EXPLODES.

Like a

The beam retracts into the Wizard's finger. Xanadu blows
on the tip of his finger, like a gunfighter blowing the
smoke from the tip of his Colt Peacemaker.
XANADU
The lamp is here. Find it, Balthazar.
And bring the Princess to me …
alive.
EXT. IMPERIAL CITY - BAZAAR
It is the spicy, bustling heart of the city. A golden
light makes it all the more exotic and fascinating.
Turkish, Bedouin and Persian MERCHANTS mix with Moors,
Chinese and Mongols. They're all cutting deals, counting
money, guzzling dark coffee, smoking cigarettes, and
shooting the breeze.
The market overflows with Athenian wine, Syrian apples,
Oman peaches, jasmine from Alepp, water lilies from
Damascus, and cucumbers from the Nile. It spills over with
Egyptian limes, Sultanese lemons, olives, sweet-scented
myrtle, sprigs of the henna tree, chamomile, anemones, and
violets. It smells of rosewater, frankincense, and lilac.
Goods of all kinds are sold in a hubbub of noisy, bartering
VOICES.
Aladdin screeches to a halt, momentarily overcome and
transfixed by the bewitching world before him.
He quickly comes back to his senses, looks around, and,
seeing nothing, relaxes. He leans up against a
coppersmith's shop, wipes his sweaty brow, checks the bolt
of fabric, and …
A jeweled knife THUDS into the wooden sign beside his head.
SHOPKEEPER (O.S.)
A reward for anyone who stops that
thief.
ALADDIN
Who is that guy?
Aladdin leaps over a FAKIR lying on a bed of nails. The
holy man sits up, looks around, reaches for a gourd of
water, drinks, and – like all those old cartoons – leaks
water from a thousand pinholes.
Aladdin dives behind a SNAKE CHARMER, who plays a haunting,
mesmerizing MELODY.

10.
A COBRA emerges from a woven reed basket. Its eyes glow
violet. The cobra looks a little like Xanadu.
ALADDIN
That's one ugly snake.
COBRA/XANADU
(HISSES)
Fear me.
ALADDIN
With attitude.
A sword slices through the air and whacks off a hunk of
silk, just missing Aladdin's hand.
ALADDIN
Close is only good in horseshoes and
hand grenades.
He grabs both chunks of fabric and leaps away.
Aladdin ducks in behind a FIRE EATER. As the guards rush
up, Aladdin uses the fire eater like a flame thrower. He
singes the beard of one man, leaving nothing but scorched
skin.
Takes it off

ALADDIN
… takes it all off.

He turns the flame thrower on the second guard and sets his
turban on fire. The guard yanks the flaming hat off his
head and tries to throw it away, but can't because the end
of it is still braided into his thick, matted hair. He
races away, trailing flames.
ALADDIN
Reminds me of a singer.
funny silver glove.

Wore this

The fire eater finally sputters and flames out.
one last ember.

He burps

ALADDIN
Oh, oh … flame out. A multitude of
thanks, cinder breath.
The shopkeeper holds up a handful of gold dinars.
Cash

SHOPKEEPER
for his head.

Several MERCHANTS, VAGRANTS, and BEGGARS converge on
Aladdin.

11.
ALADDIN
Now, fellas. I was just trying to get
a present for my mother. It's her
birthday today.
They charge.
ALADDIN
Well, maybe I fudged on the date.
Aladdin dashes up to a SWORD SWALLOWER just as he gulps
down a rapier to the hilt. Aladdin grabs the sword, yanks
it out, and turns to face his pursuers.
SWORD SWALLOWER
Ooh, that smarts.
The Sword Swallower burps daggers.
ALADDIN
Profound apologies, but I need a
weapon more than you need lunch.
Aladdin confidently approaches the shopkeeper, two more
armed guards, and the swelling CROWD. They all freeze in
their tracks.
ALADDIN
At last

One of the guards steps forward and smashes Aladdin's
sword, shattering it to pieces.

ALADDIN
an equalizer.

Aladdin stares at the stubble of a handle. He throws it at
the guard and runs toward a storefront filled with carpets,
mattresses, and overstuffed pillows.
He leaps onto one especially large pillow and catapults up
and onto the wide awning of the shop next door, which
trampolines him up to another awning higher up.
And so on and so on until he reaches the rooftop of a stone
building at the outer edge of the bazaar.
Aladdin turns, salutes his would-be captors with the pieces
of fabric, tucks them away, then runs to the edge of the
building, spreads his arms like a condor, and flies over
the edge.
INT. SILVER PALACE - ROOMS AND CORRIDORS
Mercenaries search every inch of the palace.
every room, leaving no turn unstoned.

They ransack

12.
INT. SILVER PALACE - HAREM
Mercenaries storm into the Harem. They brutally and
gleefully slaughter all the EUNUCHS and MALE SLAVES. The
Harem WOMEN tremble in a clot behind colorful walls of
draped sheer silk.
The mercenaries lick their lips.
unbuckles his sword belt.

The monkey-faced CAPTAIN

A WARRIOR swings down from the rafters and neatly slices
him in half. The other men scatter for cover.
The warrior lets go of the rope, lands on his feet, and
turns to face the rest of the mercenaries.
WARRIOR
Men are not allowed here.
MERCENARY
Nor are you.
The warrior rips off his helmet. It is not a man after
all, but the young woman we met earlier.
Balthazar strolls into the Harem.
BALTHAZAR
At last, Princess Fatima.
been searching for you.

We have

FATIMA
You have found me.
Balthazar PATS his crop against his open palm. The razorsharp stones nick his flesh. He seems to enjoy it.
VIZIER
My liege, the great Xanadu, requests
the pleasure of your company.
FATIMA
I would die first.
VIZIER
I cannot allow that, your highness.
He SNAPS his fingers. A dozen mercenaries draw their
swords and leap toward Fatima. Her blade flashes out and
cuts down the nearest one.
As she backs toward the door, more mercenaries try to bar
her path, but she hacks her way through them. SERVANTS
stumble over each other to close the door and cut her off,
but she beats them back. As she battles at the door …

13.
CORRIDOR OUTSIDE HAREM
We hear a CACOPHONY of conflict, shouts, and the clash of
steel. Frightened SERVANTS gather and listen, not daring
to enter.
BACK TO FATIMA
inside the hall, fighting off her attackers. Several have
been run through and lie at her feet. Their fallen bodies
block others trying to reach her.
Fatima rips a shield from a fallen opponent and snaps it up
in front of her just as a dozen arrows thud into it. She
frisbees the quill-studded shield at a charging OGRIMA
(half-breed Ogre), severing its head from its neck.
CORRIDOR OUTSIDE HAREM
A hideous, scar-faced MONGREL-MAN and his MEN-AT-ARMS dash
down the hallway, weapons drawn.
BACK TO FATIMA
as the Mongrel-Man and his retainers CRASH through the
doors. The Mongrel-Man, stepping in behind Fatima, raises
his sword to cut her down.
A EUNUCH SCREAMS.
Fatima whirls around in time to see the Mongrel-Man. She
ducks under the sword stroke and coming up, catches the
Mongrel-Man in the belly with her shoulder. With terrific
force, she heaves him full at her foes.
Then, cutting down a GIBBERLING who blocks her way, she
dashes to the doorway, stops and turns for a brief second.
She looks at the eunuch and flashes him a salute with her
sword.
As she spins to exit, an OGRE tosses a net over her.
She struggles against the tenacious webbing, but cannot
escape. Several GHOULS dogpile on top of her, pinning her
arms and legs.
FATIMA
Unhand me, you foul-breathed slime

A DEATH KNIGHT cold-cocks her into silence.
EXT. SILVER PALACE - COURTYARD GARDEN - SAME TIME
In a brush-shrouded corner of the lush inner sanctuary,
Othello leans over Arthur, who holds the damask-enfolded
package.

14.
OTHELLO
What art thou talking

A magic lamp?
about?

ARTHUR
It ist mine to protect

OTHELLO
Giveth it to me.
Othello reaches for the bundle.

ARTHUR
even from thou.

Arthur grabs his wounded arm and gives Othello a "You owe
me" look. Othello lunges at the bundle. Arthur jumps back
and …
Bumps into a hideous GIANT APE, who's just stepped out of
hiding from behind a palm tree. A second APE appears in
back of Othello.
Each ape is as dark as the blackest night, as hairy as a
coconut. Their eyes blaze with fire, their thick lips hang
down like a camel's, their sharp teeth CHATTER like a
thousand drums, and their black tails swing to and fro like
a lion pacing its cage.
Arthur quickly tucks the bundle inside his djibbah, or
topcoat. Othello winks. Arthur walks back to Othello,
facing him. They begin a game of pattycake.
OTHELLO
Pattycake

Pattycake

ARTHUR
The apes are bemused, but confused.
watch from either side.

They waddle around to

OTHELLO
Baker's man

Bake me a cake

ARTHUR

The enthralled apes begin to mimic Arthur and Othello's
child's game.
OTHELLO
As fast as thou …
OTHELLO/ARTHUR

canst!

15.
As they pat their two hands flat together on the last word,
they turn and punch out the lights of the fascinated apes.
Arthur and Othello wince with pain and madly shake their
numb fists.
They race to where a small airship is docked. Arthur
clambers up the rope ladder dangling from the anchored
vessel. He reaches the bottom hatch and climbs inside.
OTHELLO
This wilt lead to no good I am sure.
Othello reluctantly clambers up after him.
INT./EXT. AIRSHIP
Arthur pulls up the ladder and cuts the anchor rope.
Othello sets the sails and grabs the rudder. The airship
drifts away, over the palace walls.
Mercenaries sling arrows and lob flaming balls of wax and
grenades at the fleeing ship.
Moving to the aft porthole, Arthur trips over a cache of
explosives. He grabs a stick of dynamite, lights it, and
heaves it back at the castle. It knocks out the highest
ziggurat with a resounding BOOM. He's beside himself with
excitement over his new found power.
EXT. SILVER PALACE - COURTYARD GARDEN
A black-toothed, tattooed CAPTAIN of Xanadu's Elite Guards
(dressed in black from head to foot) races into the garden
just in time to see the airship clear the wall, catch an
airstream, and zip out over the open ocean of sand.
INT. SILVER PALACE - HALLWAY
Balthazar leads a band of MERCENARIES escorting Princess
Fatima. We get a much better look at her now that she's
all cleaned up.
Tall and graceful, she has eyes as lovely as a gazelle's,
eyebrows like the new moon at Ramadan, cheeks like
anemones, and lips like coral. She is more beautiful than
a clear pool in a desert oasis.
Her hands are bound tight behind her. A velvet rope
encircles her neck. She pulls against the rope. The
JACKALWERE holding the rope yanks her to her belly and
drags her along the polished stone floor.
SENTRIES throw open the throne room doors.

16.
INT. SILVER PALACE - THRONE ROOM
Xanadu lounges in the Caliph's sumptuous throne of
alabaster plated with red gold, as if he were born to
occupy it.
Balthazar approaches, steps to one side, and gestures.
BALTHAZAR
Some precious booty, All Powerful One.
The Jackalwere pulls the Princess forward and shoves her
down at the foot of the steps leading up to the throne.
She refuses to raise her eyes. Xanadu leans forward and
smiles a lecherous leer.
XANADU
Princess Fatima … at last. I trust
you were not too badly harmed.
Balthazar kicks her in the ribs.
BALTHAZAR
Answer his Lordship.
FATIMA
He is no lord of mine.
to the devil.

He is closer

Balthazar lashes her across her bare lower back with his
riding crop, drawing blood.
FATIMA
By Allah and all the sands of time, I
swear you will die a thousand most
horrible deaths for that.
BALTHAZAR
It barely shows. A lover will never
notice.
XANADU
Look at me, child. I have no wish to
harm you. I seek only the lamp.
She finally looks him in the eye.
Xanadu would be toast.

If looks could kill,

The Captain of the Elite Guard strides into the throne
room. He bows to Xanadu, then approaches Balthazar and
WHISPERS something to him.

17.
BALTHAZAR
The lamp is not inside the palace,
sire.
(he listens again to
the Captain)
An airship escaped during the assault.
Princess Fatima reacts.

It does not go unnoticed.
XANADU

Take her away.
The mercenaries drag the Princess from the room. She
throws a "You will pay" glare at Balthazar as she goes.
XANADU
The Princess would not make a good
card player. From her reaction, I
would say the lamp was onboard that
airship. Find it.
VIZIER
With pleasure, my liege.
Xanadu fondles the cobra's head.
XANADU
Do not disappoint me, Balthazar.
could be … lethal.

It

EXT. OPEN DESERT
The airship floats across the desert.
INT. AIRSHIP
Othello mans the rudder.
ARTHUR
Where art we bound?
OTHELLO
Away from that place.
ARTHUR
Dost thou know what thou art doing?
OTHELLO
I am a corsair. I can sail anything.
On the high seas … or the air.
The airship takes a massive hit, knocking Arthur to the
floor. Othello swings 180 degrees on the rudder handle.
OTHELLO
Air pocket.

18.
ARTHUR
Not quite.
He points dead ahead where

EXT. AIRSHIP
A CHIMERA floats in the air.
It is a fearful monster, breathing fire. It has three
heads. That of a goat, a lion, and a fierce dragon.
The goat head is pitch black, with glowing amber eyes and
long, ochre horns. The lion head is framed by a brown mane
and has green eyes. The dragon head is covered with orange
scales and has black eyes.
The beast has the hindquarters of a black goat and the
forequarters of a tawny lion. It has two great dragon
wings and four limbs -- two like human arms and two like
lion's paws, with claws of iron.
DAHISH
Know then that I am an Efreeti Genie,
by name Dahish. And I am here to
play.
The Genie zooms around the airship, playing with it like a
cat toys with a dead mouse. The Genie bats the airship
back and forth between its hands and paws.
INT. AIRSHIP
Arthur and Othello bounce off the walls.
OTHELLO
Well, this ist a fine mess thou hast
gotten us into.
Arthur grasps his left arm and begins to WHINE.
OTHELLO
I shouldst have been a eunuch like my
mother wanted. I wouldst have lived
longer.
EXT. AIRSHIP
The Genie flings blades of energy at the airship, nicking
the rudder and slicing the mast.
INT. AIRSHIP
Othello grabs a parachute and tosses it to Arthur.
OTHELLO
Prepare to abandon ship.

19.
ARTHUR
I canst not swim.
OTHELLO
It ist a desert, fool.
EXT. AIRSHIP
The Genie hurls a ball of fire at the bow.
battered airship EXPLODES into flames.

And the

Arthur and Othello bail out, floating slowly toward earth.
The Genie grabs them both and wraps them into a ball.
A clay tennis court and net magically appear. The Genie
transforms itself into McEnroe and Connors, savagely
volleying the ball back and forth over the net.
The court morphs into a baseball diamond and the Genie,
looking a lot like Mark McGuire, hits number 70 out of the
yard.
The baseball diamond morphs into a basketball court. The
Genie gets some Jordan air and slam dunks the ball through
the rim.
The hardwood court morphs into a football stadium. The
Genie drop kicks the Arthur-and-Othello ball through the
goal posts.
As they hit the sand and roll to a stop, the desert
suddenly becomes the world's largest sand trap. The Genie
(as Long John Daly) takes out his sand wedge and blasts the
ball toward the horizon.
DAHISH
Fore!
EXT. DEEP DESERT - DAY
The abandoned parachutes lie in a crumpled heap. Under the
maddog, midday sun, Othello trudges away across the desert
toward the distant mountains.
OTHELLO
What didst I do in a previous life to
deserve this?
Arthur stumbles along behind.
deep inside his coat.

He checks the bundle hidden

ARTHUR
This must be where they recycle all
the old hourglasses.
BUZZARDS circle above them.

20.
OTHELLO
What art they looking for?
dead yet.

I am not

ARTHUR
Those scavengers art carrying Handi
Wipes.
EXT. DESERT OASIS
Arthur and Othello sit in front of a low bush, guzzling
water and splashing it on their faces and beneath their
armpits.
Praise Allah.
lunch.

OTHELLO
I thought we wert

ARTHUR
All's well that ends well, I always
sayeth.
OTHELLO
Thou sayest that?
ARTHUR
I certainly didst.
Glad to be alive, the two men stare straight ahead, lost in
their own private thoughts.
Directly behind them, a CAMEL ambles up to the bush. It
leans in and licks Arthur's face, then backs away. Arthur
wipes his wet cheek and turns to Othello.
ARTHUR
I love thou, too.
OTHELLO
I dost not love thee.
ARTHUR
Then why didst thou kiss me?
OTHELLO
The devil takest me if I didst.
ARTHUR
Fine.
They go back to drinking their water and daydreaming.
camel leans in again and licks Arthur again.
ARTHUR
Thou didst it yet again.

The

21.
OTHELLO
Didst what?
ARTHUR
Kissed me.
I warn thou.

OTHELLO
This game ist not funny.

ARTHUR
Thou havest a tongue like a wet
paintbrush.
OTHELLO
I didst not use my tongue.
ARTHUR
Then thou didst kiss me.
OTHELLO
I wouldst kill thou, instead.
Othello leaps to his feet and is startled to see the camel
nibbling on the bush.
OTHELLO
Blessed be Allah, the all-seeing.
Arthur jumps to his feet.
A

ARTHUR
kangaroo.

Othello hops over the bush and grabs the camel by its loose
reins. As Arthur follows, the camel spits in his face.
OTHELLO
Good girl, good girl.
EXT. DEEP DESERT - ROCK CANYON
Othello and Arthur ride tandem between the sheer jagged
rock walls. The canyon is shrouded in a spectral mist.
ARTHUR
Dost this beast have sufficient gas?
The camel FARTS.
Othello gives Arthur a "Thanks for asking" look.
A small rock RATTLES down the rugged wall ahead. An owl
HOOTS in the distance. Arthur slaps the rump of the camel,
but it continues its plodding pace. The mist thickens, the
silence becomes deafening.

22.
OTHELLO
Now I knowest how Ichabod Crane felt.
A branch, like a skeletal hand, suddenly appears out of the
fog and rakes across Othello's face. He reaches for his
saber, but the scabbard is empty.
OTHELLO
This ist the last time I listen to
thee.
ARTHUR
I promised the Princess.
OTHELLO
But I didst not.
A voice like the hounds of hell SHRIEKS and CACKLES.
Othello reins in the camel. He turns his head to listen
and …
A TUAREG leaps from the rocks above. He kicks Arthur in
the head, catapulting him from the camel's back and
knocking him senseless. The lamp ejects from his coat and
flies into middle of the trail.
Two more TUAREGS materialize from the swirling mist
front of the camel. They grab Othello, yank him to
ground, and pummel him with the flat sides of their
The frightened camel BRAYS and dashes away down the
disappearing in the gloom.

in
the
swords.
canyon,

Several more TUAREGS dive down from the surrounding
boulders. Each one of these desert tribesmen wears a blue
veil to conceal his face from strangers.
A large covered transport wagon, pulled by six CAMELS,
emerges from the fog. The Tuaregs carry the dazed Arthur
and confused Othello to the wagon and toss them inside.
The blue-eyed LEADER notices the ancient bronze lamp. He
picks it up and inspects it closely. Because it is old,
common looking, and apparently of no value, he cavalierly
tosses it in the back of the wagon.
We hear a THUNK and Othello's GROAN from inside.
INT. TRANSPORT WAGON
Arthur and Othello stare back at the pack of emaciated and
mutilated SLAVES huddled at the far end of the wagon.
OTHELLO
I wilt not be enslaved again.
wouldst die first.

I

23.
ARTHUR
Once the slaver, now the slave.
OTHELLO
I never wast. The other Barbary
pirates sold their fellow man into
captivity. I wouldst not.
ARTHUR
And thou payest dearly for it.
OTHELLO
Had I not freed thee, I wouldst never
have felt the chain around my neck.
Arthur holds his left arm and gazes sad-eyed at Othello.
ARTHUR
And for that, I wilt thank thee until
my dying day. Which, I fearest,
mayest be soon.
Arthur pats his coat, checking for the lamp.
ARTHUR
By Sulaiman's beard, I have lost it.
Othello gingerly touches the lump on his head and grimaces,
wondering how he got it.
ARTHUR
Alas, I have broken my promise.
A THREE-FINGERED SLAVE rummages in a dark corner. He finds
something, CHUCKLES, then turns. He holds the lamp.
Othello lunges forward and vise-grips the wrist of the
man's short-fingered hand.
OTHELLO
Release it. Unless thou wouldst lose
the other two.
The slave drops the lamp.
Arthur.

Othello takes it and hands it to

ARTHUR
My life ist not forfeit. Thou art
truly my friend and savior. Time and
again.
OTHELLO
Until this journey ends.
quit of each other.

Then we art

24.
EXT. DEEP DESERT - ROCK CANYON
As the wagon rolls out of the canyon and into the vast
desert sea.
EXT. DEEP DESERT
A dead-eyed NORSEMAN sits atop a camel, cradling a doubleedged axe.
A one-armed TURCOPOLE (Syrian mercenary) stands next to the
smoldering ruins of the charred airship. He pokes through
the ashes with his javelin, then shakes his head.
TURCOPOLE
Whatever fell with this, burned with
it.
NORSEMAN
The Sorcerer will not be pleased.
TURCOPOLE
Perhaps we should not tell him.
NORSEMAN
I fear he already knows.
We hear a strangled SCREAM.
INT. SILVER PALACE – BED CHAMBER
Fatima bites her lip until it bleeds. She's tied to the
four bedposts with satin ropes. Xanadu and Balthazar are
the only ones in the room.
XANADU
Where are they?
BALTHAZAR
We will find them. We have more men
than there are fleas in the Sahara.
Besides, gold has loosened many a
man's tongue.
XANADU
(to Balthazar)
It will be your tongue … and then
some if they are not in my hands.
Xanadu turns a large hourglass on end.
XANADU
You have until then.
Xanadu strides from the room.
Fatima.

Balthazar turns back to

25.
He lightly drags his riding crop down the inside of her
taut, sweating leg. She struggles to kick him.
VIZIER
Alone at last.
EXT. IMPERIAL CITY - BAZAAR SQUARE - DAY
Arthur and Othello, shackled in chains, stand with other
CAPTIVES on auction blocks next to displays piled high with
Tuareg plunder. Bolts of fine cloth, brass and copperware,
objects of gold, trinkets, and jewelry.
A small crowd of impatient BIDDERS jostles at the foot of
the platform.
The Tuareg slavers stand to one side of the platform in
front of their empty wagon.
Heavily-armed MONGOLS stand guard. A pock-marked Mongol
unlocks each slave's chains. Arthur and Othello rub their
chafed wrists and ankles. A bearded pirate of a TURK
addresses the crowd.
TURK
Come, citizens. Behold the rare
treasures we bring you from distant
lands.
Out of nowhere, a MAN gallops in front of the platform
trailing a two-wheeled wooden cart. It is Aladdin.
ALADDIN
No man can take your freedom.
Without hesitation, Arthur and Othello dart to the edge of
the platform and dive into the cart.
TURK
Stop!

Thief!

ALADDIN
Who's calling the kettle black?
Aladdin lashes the horses and dashes away.
Two mounted MEN-AT-ARMS put their horses to gallop in
pursuit. The Turk jumps for the saddle of his horse.
The horse moves at exactly the wrong moment and the Turk
lands flat on his … brains.
The Tuareg slavers clamber aboard their wagon as the driver
lashes the camels and chases after the fleeing cart.
Among the CROWD, there is welter, confusion and fighting.

26.
BAZAAR STREETS
Aladdin gallops hell-bent-for-leather through the streets.
RIVER CROSSING - DRAWBRIDGE
The bridge is down and guarded by two SENTRIES. A halfdozen BEGGARS lounge nearby, seeking alms from PASSERSBY.
We hear HOOFBEATS and the sound of THUDDING wooden wheels
on cobblestones.
The sentries lower their spears.
street toward the commotion.

The beggars look down the

BAZAAR STREETS
The cart careens around a corner just as

A portly FRIAR spurs his flea-bitten DONKEY from a side
street to the right, directly into Aladdin's path.
Comrades

ALADDIN
do as I do.

Aladdin throws his weight against the left side of the
cart. Arthur and Othello do the same.
The cart tips up onto one wheel just long enough to scoot
by the clueless clergyman. The cart crashes back down on
both wheels, fishtails, then darts away toward the river.
The friar turns to see Aladdin's dust then turns back just
in time to get corkscrewed into the ground by Aladdin's
pursuers.
DRAWBRIDGE
The sentries cross their spears, blocking entry to the
bridge. The HOOFBEATS grow louder. The sentries tense as
the rampaging cart appears at the far end of the street.
CART
Aladdin lashes the slathering, frothing horse. Arthur and
Othello lean into the wind on either side of Aladdin.
DRAWBRIDGE
The sentries tense.
CART
Aladdin sees the bridge and the sentries. He notices the
bridge is still down. He urges the horse to go faster.

27.
DRAWBRIDGE
One sentry looks ahead, then back at the bridge. Realizing
it's still down, he rushes to the lift chain and yanks on
it, raising the bridge.
A beggar leaps on his back and covers his eyes.
staggers in circles and plunges into the river.

The sentry

The second sentry dashes to the lift chain and pulls on it.
CART
Aladdin stiffens, seeing that it's going to be close.
DRAWBRIDGE
Two beggars tackle the sentry at the chain, one high and
one low. A third beggar grasps the chain and lowers the
bridge.
CART
Aladdin smiles. Arthur and Othello clap him heartily on
the back when …
The leather trace holding the horse in the harness SNAPS.
The runaway horse yanks Aladdin out of the cart and onto
its back.
The cart continues rolling under its own momentum, carrying
a stunned Arthur and Othello.
DRAWBRIDGE
Aladdin rights himself in the saddle just as the horse hits
the foot of the drawbridge full tilt. Horse and rider
gallop up the inclined bridge, leap the chasm and …
Land on the far side. But, not quite. Only the horse's
head, forelegs and belly make it safely. The animal's
hindlegs dangle over the edge.
RIVER'S EDGE
The first sentry climbs back on shore. He bludgeons the
beggar away from the lift chain and begins raising the
bridge again.
CART
Arthur and Othello dive to the back as the horseless cart
crashes into the base of the elevated bridge.

28.
DRAWBRIDGE
Aladdin pulls himself over the neck of the horse and onto
the bridge. He yanks on the reins, pulling the horse until
its back legs finally find terra firma.
The horse skids to the base of the elevated bridge and
canters away.
Aladdin pulls himself up to balance on the edge of the
drawbridge. He stares across at the other side.
CART
Arthur and Othello stagger from the wrecked cart.
shake their heads to clear them.

They

They look over at Aladdin and salute their would-be savior,
then turn to face the men-at-arms and Tuaregs as they
gallop up.
DRAWBRIDGE
Aladdin returns the salute, slides down the back side of
the bridge and scampers away.
EXT. EBONY PALACE - DAY
The palace sits on a solitary, dark mountain beside a
raging red sea.
An ominous black storm CRACKLES above the palace.
It is obsidian black, as though hewn from a mountain of
basalt or molded of black Cimmerian iron. A gate of
gleaming China steel dazzles the eyes and dims the wits of
those who look upon it. Its lowering battlements, walls,
and bulwarks tower unclimbable. Round about it are a
thousand steps and a vast central dome, fashioned of lead,
an hundred cubits high, and guarded by twin towers of
Andalusian copper.
There are five-and-twenty gateways in these walls, but all
are hidden and none may be opened but from within.
EXT. IMPERIAL CITY - TAILOR'S SHOP - DAY
Salome DRUMS her arthritic fingers on the worn wooden
tabletop.
TUAREG SLAVER
Two for the price of one, Madame.
bargain.

A

The TUAREG SLAVER strikes the kneeling Othello hard on the
back with the business end of his whip. The Blackamoor
bristles.

29.
SALOME
Where is that lazy boy?
She stands and goes to the window of her threadbare shop.
SLAVER
Strong backs, good teeth, sturdy legs,
both eyes. It doesn't get any better
than this.
The blue-eyed slave leader gestures to one of his MEN. He
yanks Arthur's mouth open, displaying his teeth. The man
lets go at last and Arthur snaps at him.
SALOME
You should thank Allah you do not have
a worthless thief for a son like I do.
SLAVER
Please, mistress, I have my own
problems. Do you wish the slaves or
shall I take my business elsewhere?
SALOME
The price is a little steep for a poor
old widow lady like me …
SLAVER
Take them off my hands and I'll throw
in this fine Moroccan whip to keep
them in line.
The slaver dangles the blood-encrusted thongs of the lash
along the back of Othello's neck.
Othello leaps to his feet, grabs the whip, and wraps it
around the slaver's neck.
SALOME
I'll take them.
She gently touches Othello's arm. He releases the slaver
and hands the whip to his new owner.
SLAVER
Good luck taming this one, my lady.
The slave leader and his men back quickly out of the shop.
EXT. EBONY PALACE - DAY
The conquering caravan returns to the palace. At its head
rides Xanadu, astride his griffin. There are wagons and
carts overflowing with stolen goods from the Silver Palace.
The Sultan's captured soldiers trudge behind in a long,
dispirited chain.

30.
Balthazar rides a coal-black Arabian stallion ahead of a
heavily guarded, caged wagon.
Behind the iron bars of the cage, a shackled Fatima sits,
staring at nothing. She is clad in a chador — a body-robe
— of fine gauze embroidered with pearls. On her breast,
she wears an amulet filled with frankincense. Her head is
crowned with a fillet of jewels worth more than the empire
of the Caesars.
Balthazar drops back to ride alongside the Princess.
BALTHAZAR
You look every inch the blushing bride
to be, your highness.
She spits at her tormentor.
BALTHAZAR
My lord had best tame this hellcat
before he beds her.
FATIMA
He's not man enough.
BALTHAZAR
Perhaps I am.
She leans toward the bars, suddenly softer and enticing.
FATIMA
Perhaps

He leans forward, encouraged.

FATIMA
in your dreams.

She dives at the bars, reaches through them and tries to
scratch his eyes out.
He yanks his horse back, leers, then digs his heels hard
into the side of his horse, spurring it forward.
INT./EXT. EBONY PALACE
It is a place of mystery and wonder.

Houses and mansions,

soukhs and markets, all built from black stone and copper.
In the courtyards, fountains play and streams flow in
marble channels across the floor.
The floors of the pavilions are cunningly made of veined
marble, inlaid with precious stones so they resemble a
carpet of flowing water.

31.
The palace is peopled with MEN and WOMEN going about their
daily business. Except … they are all dead. Where
living eyes should reside, the sockets are filled with
lifeless white orbs.
In the houses, SERVANTS wait by the gilded vestibules.
In the markets, there are TRADERS in their accustomed
places: the silk MERCHANTS amongst their silks and
brocades, the PERFUMERS surrounded by bladders of musk and
ambergris, and the MONEY-CHANGERS with their shops full of
gold and silver coin.
EXT. EBONY PALACE - COURTYARD
The caravan halts.
Fatima and the other prisoners stare in wide-eyed horror at
the macabre scene surrounding them.
The griffin lands, Xanadu dismounts, and walks to Fatima's
cage, where Balthazar waits.
BALTHAZAR
(to Fatima)
Pretty are they not?
XANADU
These ones will never betray me.
The living dead stagger toward them. They begin to pelt
Fatima with garbage. They HECKLE her with chilling
CACKLING and SHRIEKING.
INT. IMPERIAL CITY - TAILOR'S SHOP - EVENING
Salome, Aladdin, Arthur, and Othello share a meager meal.
Fatima strokes her new gown made of silk.
SALOME
Thank you, my son.
ALADDIN
It was nothing.
He arches his back and grimaces.
ARTHUR
Thou lookest like an empress, mistress
Salome.
OTHELLO
More beautiful than Helen and
Cleopatra combined.

32.
SALOME
You are too kind to one who no longer
remembers how to blush. Thank you.
Othello thumps Aladdin hard on the back.
OTHELLO
It ist thou son who shouldst be
thanked.
ARTHUR
It ist truly a small world after all.
OTHELLO
What art the odds of being sold to the
mother of the one who tried to free
us?
ARTHUR
Even the fabled Omar Khayyam couldst
not have imagined a better tale.
But

ALADDIN
I failed.

OTHELLO
Thou didst try.
ARTHUR
And, for that, we art forever in thy
debt.
ALADDIN
Our paths seem destined to cross.
It is kismet.

OTHELLO

ARTHUR
Indeed, we wert meant to journey
together.
Salome eyes Arthur and Othello's clothing.
cloth of Arthur's tunic.

She feels the

SALOME
Fine garments for lowly slaves.
ARTHUR
We art not slaves.
OTHELLO
We wert captured.
ARTHUR
We art servants of Her Highness
Princess Fat …

33.
Othello clamps his hand over Arthur's mouth.

Too late.

ALADDIN
Princess Fatima? The Sultan's
daughter?
OTHELLO
No, Princess Fatima the milkmaid.
SALOME
Princess Fatima, prisoner of Xanadu.
ARTHUR/OTHELLO
(together)
Prisoner!
SALOME
In the market, they say Xanadu holds
her captive in the Ebony Palace.
ARTHUR
She ist surely lost.
OTHELLO
Sniveling faintheart. The Princess
wilt be a scorpion in Xanadu's
pantaloons.
SALOME
Could Xanadu be seeking you?
OTHELLO
Why dost thou asketh?
SALOME
Xanadu's men are searching the city
for two renegade thieves.
Arthur and Othello exchange an "Uh-oh" look.
ARTHUR
He seeketh the lamp.
Othello rolls his eyes.
OTHELLO
The precious, all-powerful

Right.
lamp.

ALADDIN
Lamp?
Othello fishes the lamp from Arthur's sash and holds it up,
regarding it with contempt.
This

OTHELLO
this worthless hunk of junk.

34.
Arthur yanks the lamp back from Othello.
ARTHUR
We must goest to her.
OTHELLO
If thou goest, thou goest alone.
have had my fill of slavery.

I

ARTHUR
Fine.
OTHELLO
Fine.
Arthur slumps in his chair and sulks.
Aladdin grabs a golden pear from a wooden bowl. He smiles
at the memory of how he liberated it. He's about to bite
into it when something out the window catches his eye. He
walks over.
An emaciated WOMAN rummages through a heap of garbage.
equally skeletal YOUNG GIRL hungrily watches her.
ALADDIN
You there.
The woman turns. Aladdin holds out the fruit. She
approaches the low window and hesitantly takes the
offering.
WOMAN
May Allah bless you and your children,
young man.
She kisses his hand.
ALADDIN
I should live so long.
SALOME
Come, sit again, my son.
He does, reluctantly.
ALADDIN
It's a pity.
SALOME
What, my pearl?
ALADDIN
When so many have so much, how is it
so many have so little?

An

35.
OTHELLO
That ist the way it hast been since
time began, master.
ARTHUR
And wilt be until it ends, young
master.
ALADDIN
I am not your master because you are
not slaves. You will earn your food
and shelter here.
ARTHUR/OTHELLO
(together)
As thee wish, ma …
ALADDIN
And the name is Aladdin.

Yes

ARTHUR/OTHELLO
(together)
… Aladdin.

Aladdin takes his mother's hands.
ALADDIN
Mother, I plead with you. Sell this
shabby shop and release me from this
boring life.
SALOME
It is all that remains of your father.
He lets her hands drop.
ALADDIN
Then let us bury it with him.
Salome SLAPS her son. Suddenly regretting it, she tries to
caress his burning cheek and broken pride. He pulls away.
ALADDIN
There is a whole world out there.
all I've seen of it are the dingy
alleys of this dying city.

And

SALOME
I need you here. Perhaps another
year. If you don't end up in the
dungeon first.
Frustrated, Aladdin abruptly leaves the table and storms
out the door.

36.
ARTHUR
I dost not know thy son very well,
mistress, but I canst see he ist no
tailor.
OTHELLO
He hast the heart and soul of a
peaceful warrior.
SALOME
Yes, he has much of his father in him.
And I fear that above all.
EXT. IMPERIAL CITY WALL - SUNSET
Aladdin stands alone, watching the dying sun.
slow duel with a phantom opponent.

He begins a

INT. TAILOR'S SHOP - NIGHT
Salome finishes her prayers and blows out the candle beside
her bed.
EXT. TAILOR'S SHOP - NIGHT
Arthur slithers out a window. He checks inside his topcoat
to make sure the lamp is secure. He looks both ways, then
slinks into the shadows.
EXT. IMPERIAL CITY WALL
Aladdin stares at the silver moon. He hears a NOISE, jumps
to his feet, and prepares to fight.
OTHELLO (O.S.)
Fearest not, Aladdin.
Othello steps out of the shadows of the ancient stone
walls.
It ist but I

OTHELLO
… Othello.

ALADDIN
You surprised me.
OTHELLO
Then I have not lost my skills.
ALADDIN
Sit with me a moment, friend.
OTHELLO
I wouldst, but there ist not time.

37.
ALADDIN
Ah, but there is world enough and
time.
OTHELLO
Arthur hast escaped.
ALADDIN
That ungrateful …
OTHELLO
Tread lightly, sir. Though thee art
my master, he ist my friend.
ALADDIN
I told you about the "master" word.
OTHELLO
My deepest apologies.
(a beat)
Arthur intends to keepest his holy
promise to the Princess. He wilt
protect that worthless lamp … with
his life.
ALADDIN
It must not be too worthless if he
intends to surrender his life for it.
OTHELLO
We must find him. He is no warrior.
EXT. OPEN DESERT
Arthur turns to look back at the distant palace. A JAGUAR
HOWLS. Frightened, the Celt scurries into the night.
EXT. IMPERIAL CITY - MAIN GATE
Though it is late, SERVANTS and TOWNSPEOPLE still come and
go through the massive iron gates. Two GUARDS play a game
of chance. Their Arabian STALLIONS graze nearby.
Aladdin and Othello leap into the saddle of the pair of
horses. They yank the tethered reins loose, gallop past
the surprised guards, and THUNDER away from the city into
the darkness.
EXT. DESERT MOUNTAINS - CAVE - NIGHT
Rugged desert mesas drop down to the flat dune sea.
Arthur stands before an ancient cave. A flat slab of rock
covers the entrance. He thinks for a moment, then SNAPS
his fingers.

38.
ARTHUR
Open rice!
He waits.

Nothing happens.
ARTHUR
Open caraway!

Still nothing.
Open rye!

ARTHUR
Open barley!

Nothing.
Open

ARTHUR
all sorts of seed and grain!

And nothing yet again.
toe on a hidden rock.

He kicks at the sand and stubs his

He HOWLS and grabs his big toe, dancing a painful dance.
He drops to the sand, removes his shoe, and kisses his
poor, throbbing toe.
ARTHUR
Ah

sesame!

Straightaway, with a noise like a thousand grindstones,
part of the massive stone GROANS open.
A startled Arthur puts his shoe back on and hobbles inside.
EXT. OPEN DESERT
Aladdin and Othello follow Arthur's tracks in the sand.
Dead ahead, they spot the open cave mouth.
ALADDIN
He went thataway!
They gallop toward the desert mesas.
INT. CAVE
Aladdin and Othello follow Arthur's tracks into the dank,
slimy cave.
They enter a cavernous chamber. A magical, fairytale place
colonnaded with stalactites and stalagmites. Some massive
and towering, others delicate and slender. All glowing
with a phosphorescent blue-green light. The luminous
columns and cavern walls are studded with multicolored
crystals, sparkling like jewels.
In a corner, Arthur sleeps, his arm curled around the lamp.

39.
OTHELLO (O.S.)
Arthur

He shakes his slumbering friend.
Arthur

ALADDIN (O.S.)
abandon your dreams.

Arthur's eyes flutter open, slowly focusing on Aladdin and
Othello.
ARTHUR
Ah

OTHELLO
Thought thou wouldst get away, did
thou?
ARTHUR
No!
OTHELLO
Exactly.
No

ARTHUR
I mean "No!"

Arthur, a look of terror on his face, points a quivering
finger toward something behind and above Aladdin and
Othello. Just then, a horde of MONGOL THIEVES drops on
them from all sides.
Othello reaches for his scabbard. Still empty.
his forehead with the flat of his hand.

He SMACKS

MONGOL LEADER
Kill them!
Aladdin breaks off the stave-like tip of a stalagmite.
Othello does the same.
The two men stand back-to-back, facing their assailants.
Arthur scoots around behind them.
A Mongol lunges. Quick as light, Aladdin's staff wings
down, crushing his attacker's skull.
ALADDIN
If it's schooling you seek, you've
come to the right place.
Another wave of Mongols rolls in. Aladdin and Othello
feint, strike and parry staff to sword.
Othello smacks one man with a mighty blow.

40.
OTHELLO
Thou shouldst be rewarded for what
thou art teaching today.
Aladdin cracks another attacker in the ribs.
ALADDIN
There's your down.
And Othello drives another down the left field line.
OTHELLO
And that art the balance

in full.

Aladdin launches a hurricane of blows at two charging men.
OTHELLO
A grand windmill, thou wouldst maketh,
Aladdin.
And, like a flash, Othello's staff licks forward and
catches an attacker across the ankles, then whirls and
cracks him so hard he sees stars.
ALADDIN
And you a thresher.
OTHELLO
(to Arthur)
Methinks these scalawags need a merry
tune to dance to.
Arthur removes a pennywhistle from inside his topcoat.
plays an Irish JIG when …

He

A Mongol ram-butts into him head-first. Arthur flies
through the air in one direction as the lamp flies in the
opposite direction, landing at Aladdin's feet.
Othello dashes to Arthur's aid. As he leans to help, a
Mongol slices him deeply in his side.
Othello grabs the man by the throat, lifts him in the air,
and crushes his windpipe. He tosses the lifeless body
aside and returns to assist Arthur.
Aladdin grabs the orphaned lamp. He bashes the skull of
one Mongol, then another. Left, right, WHAM, BAM!
Aladdin and Othello fight off the last of the Mongols with
frenzied fury. The cavern floor is soon littered with
broken bodies. The survivors flee.
OTHELLO
Thou hast the makings of a great
warrior, my friend.

41.
An UNSEEN VOICE, distinctly Oriental, is suddenly heard.
VOICE (FILTERED)
Excuse please.
They look around.

There's no one to be seen.
ALADDIN

Who's there?
VOICE (FILTERED)
Correction, please. Not there, but
here in hand. Inside lamp.
Aladdin stares in wonder at the lamp.
VOICE (FILTERED)
Please to rub lamp. Not bash all
around.
Aladdin starts to rub the lamp.
ARTHUR
No

!

Aladdin ignores him and rubs anyway. Instantly, it begins
to TREMBLE and there's a TREMENDOUS ROAR.
Aladdin drops the lamp and jumps back. The three of them
watch spellbound as a TOWERING PILLAR of RUMBLING, thick
green smoke, CRACKLING with LIGHTNING, pours from the lamp.
And, just as quickly, the mammoth pillar collapses into the
form of a diminutive CHINAMAN. A cherubic bald Buddha. A
Persian Night Charlie Chan. He smiles benignly and bows.
HANNIBAL
Greetings. Am Hannibal, Genie of the
Lamp. Master of earth and wind, wave
and flame. But …
(he holds up a
finger)
Also slave to the lamp, now rudely
dented.
(he bows toward
Aladdin)
And slave of lamp bearer. Your wish
my command, master.
Aladdin, Arthur and Othello are struck dumb.
never seen the likes of this spirit.
ALADDIN
I am not your master.

They have

42.
HANNIBAL
Beg forgiveness. You hold lamp, you
the man.
ALADDIN
Then, here.
He offers the lamp back to Arthur.
HANNIBAL
Lamp like ugly Father's Day tie.
something can give away.

Not

ALADDIN
Then what I am supposed to do?
HANNIBAL
Suggest leave now, talk more later.
They shrug their shoulders in agreement and Hannibal swandives back inside the lamp.
EXT. DESERT OASIS - GROVE - NIGHT
Beneath the open-faced moon and rustling leaves of
pomegranate and orange trees, Arthur mends Othello's wound.
A fire burns.
ARTHUR
How dost it feel being the
Thanksgiving goose?
OTHELLO
I saved thy worthless hide.
Thank thee!

Again!

ARTHUR
Again!

OTHELLO
Thou art welcome! Again!
Arthur touches that old wound on his arm and gives Othello
his hang-dog look. Othello reaches to slap him, but
doubles up in pain.
Aladdin sits down beside them.
ALADDIN
Tell me about the lamp, Arthur.
ARTHUR
The Princess explained that it ist
most powerful. She gaveth it to me so
Xanadu, the Evil Sorcerer, wouldst not
have it.

43.
ALADDIN
Why would he have it?
ARTHUR
With it, he couldst rule the world.
OTHELLO
Curse enough for any man, I wager.
ALADDIN
Perhaps he who inhabits it can tell us
more about its power.
Aladdin rubs the lamp.
DESERT OASIS - LATER
Some time has passed. The campfire burns low. As he tells
his tale, Hannibal conjures holographic visions above the
fire's flames.
ARTHUR
Art thee a sorcerer?
HANNIBAL
Can do things.
ALADDIN
Like what?
HANNIBAL
Cast spells. Disappear.
wind. Make carpets fly.

Walk on

ARTHUR
Disney stuff.
HANNIBAL
Can turn men into dung beetles.
Arthur moves closer to Othello.
OTHELLO
(SNORTS)
You? A wee Chinaman.
elements?

Master of the

HANNIBAL
You wish demonstration? What be
pleasure? Diamonds rain down from
sky? Butterflies fly out buttocks?
Sumptuous feast with naked hootchiecootchie girls?
ARTHUR/OTHELLO/ALADDIN
(together)
Aye!

44.
HANNIBAL
Piece of cake.
Hannibal waves his hand. Presto! They're all lounging on
silk cushions around a table sumptuously heaped with food.
Lovely, scantily-clad SERVING GIRLS attend them while a
STATUESQUE BEAUTY performs an erotic belly-dance to
sensuous Middle Eastern MUSIC.
Aladdin, Arthur and Othello feast upon the goodies.
Hannibal looks on, smiling benevolently. He turns to
Aladdin and bows.
HANNIBAL
So. He who release Hannibal from lamp
now get three wishes.
ALADDIN
Any kind of wish?
HANNIBAL
Whatever heart desire. But …
(he holds up a
finger)
Three thing Genie no can do. Kill
person. Bring back dead. Or, make
person fall in love.
Fair enough.

ALADDIN
Okay now, lemme think

HANNIBAL
Suggestion please.
(he holds up his
hand)
Take time. Genie like man on way to
visit mother-in-law. No big hurry.
Hannibal CHUCKLES at his own lame joke.
ALADDIN
I wish only to do good.
HANNIBAL
Is that command?
It will be.

ALADDIN
When I am ready.

HANNIBAL
Genie would trade all Chinamen in
Teaneck, New Jersey for one wish.
ALADDIN
What would you wish for?

45.
HANNIBAL
Freedom. Hannibal only be free if
master wish it so. Year-to-date,
ain't happened.
ALADDIN
Perhaps someday I can help you.
The rising sun crests the desert mesas. The golden light
of morning races across the desert and past the smoldering
campfire. Aladdin rubs his eyes and YAWNS.
ALADDIN
But, for now, we must return to the
Imperial City. I fear my mother
worries.
Aladdin points at the lamp.
cannonballs down the spout.

Hannibal frowns and

Aladdin tucks the lamp in his sash and mounts his stallion.
Othello leaps onto his horse and pulls Arthur up behind
him.
They chase the morning light back home.
EXT. EBONY PALACE - DAY
A fleet of battle airships returns.
INT. EBONY PALACE – GREAT HALL
Xanadu stares out the window at his returning armada.
Floating beside Xanadu's head is the GRAND BEHOLDER. The
stuff of nightmares, it is a large orb dominated by a
central eye and a large toothy maw. Ten smaller eyes on
stalks sprout from the top of the orb.
Yet another set of eyestalks along the bottom are
bloodsucking tentacles whose eyes are hook-toothed
orifices.
Xanadu crosses the room, followed by the Beholder. He
moves along a row of EMBALMED HEADS mounted on stone
pedestals.
Each is a
preserved
The heads
rhythmic,

vanquished foe that Xanadu had decapitated,
and mounted in this ghoulish, mechanical display.
move up and down, side to side, in a synchronous,
macabre movement.

Xanadu stops before a table covered with food and wine.
pours two goblets and hands one to Balthazar.

He

46.
XANADU
The Sultan will defeat us if we do not
have the power of the lamp. We must
have it. Whatever the cost.
BALTHAZAR
It will not come cheaply, your
sovereign.
Xanadu SLAMS his goblet to the table, capsizing the
decanter of red wine.
I will

XANADU
have it.

BALTHAZAR
Yes, your grace.
The spilled wine trickles over the edge of the table,
dripping and pooling on the stone floor.
EXT. DUNE OCEAN - COASTLINE - DAY
Blood oozes along the edge of a chipped and dented sword,
clutched in the death grip of a fallen TUAREG. His
shredded veil is stained scarlet.
Aladdin, Arthur and Othello stand beside the smoking Tuareg
slave transport wagon. The same wagon that not long before
had carried them to the Imperial City.
Scattered around it are the charred, dismembered DEAD
BODIES of the Tuareg slavers. Pieces of their blue veils
flutter in the wind like fallen azure leaves
OTHELLO
The vermin that madest us slaves.
He kicks the rigid body of the slave leader who whipped
him.
OTHELLO
No debt in the universe goest unpaid.
ARTHUR
Had it not been for them, we wouldst
not have met master Aladdin.
Aladdin shoots him a look about that word again.
OTHELLO
Twice.
ALADDIN
We should bury them.

47.
OTHELLO
Let them rot.
ALADDIN
Who would do such a thing?
OTHELLO
Bounty hunters.
No

ARTHUR
I fearest not.

Aladdin and Othello turn to look at Arthur, who points at
the lamp tucked in Aladdin's sash. Aladdin touches it.
ARTHUR
I fearest it ist … Xanadu.
OTHELLO
I knew no good wouldst come of this.
ALADDIN
If the slavers talked, Xanadu's men
know who bought you.
A sudden terror strikes Aladdin.
ALADDIN
Mother!
Aladdin races to his stallion.
OTHELLO
It ist too late, Aladdin.

It ist

Aladdin leap-frogs into the saddle and gallops away.
ARTHUR
They wilt kill him.
OTHELLO
Because of thou … and that cursed
lamp.
Arthur touches his old wound.
OTHELLO
The next time I am under a wall, let
it fall.
ARTHUR
What doth that mean?
OTHELLO
We art returning to the Imperial City.

48.
He mounts his stallion and Arthur jumps on behind.
THUNDER off in pursuit of Aladdin.

They

INT. TAILOR'S SHOP - DAY
MERCENARIES and ELITE GUARDSMEN ransack the shop. They
pull shelves from the walls, smash glass display cases, rip
open boxes of fabric, and empty chests of sundries.
Aladdin's mother crouches in a corner, witnessing the
complete destruction of her life. The black-toothed,
tattooed Captain looms over her.
CAPTAIN
The lamp, woman.
SALOME
I burn only candles, merciful sir.
The Captain grabs the whip the slaver gave Salome and
thrashes her with it.
CAPTAIN
Lies can kill you.
Flecks of blood splatter the walls.
INT. EBONY PALACE - TORTURE CHAMBER
The TORTURE MASTER cranks the wooden wheel a half-turn.
The PRISONER strapped to the rack SCREAMS. Another turn.
And we hear tendons, cartilage, and bone stretch, tear, and
SNAP. The prisoner goes slack.
BALTHAZAR
Pity.
Balthazar hands Xanadu a sack of coins.
CACKLES.

The Grand Beholder

XANADU
Maybe next time.
They turn to face the shackled Princess, who's dressed like
some type of leather and lace, S&M fantasy.
BALTHAZAR
You're on deck, your highness.
FATIMA
Hit me with your best shot, usurper.
XANADU
The location of the lamp, please, and
I will spare you.

49.
FATIMA
I will go to the grave with it.
BALTHAZAR
As you wish.
Xanadu steps in close to Fatima.
XANADU
Become my empress and we will rule the
world together.
Balthazar barely conceals a look of jealousy.
FATIMA
Death or marriage … death or
marriage. A truly difficult choice.
She looks Xanadu square in the eye.
FATIMA
Keep your wedding gown.
shroud.

I prefer the

The massive hairy back of the Torture Master fills the
screen. We hear Fatima SCREAM.
INT. TAILOR'S SHOP
Aladdin picks through the ruins. Tears stream down his
dazed face. He sees the blood spatters and begins tearing
apart the already destroyed shop, frantically searching for
any sign of his mother. Suddenly, he stops and …
He leans down. He touches a shredded piece of her bloodsoaked silk gown.
Lying beside it is the bloody whip. Sadness, anger,
regret, and guilt wash across his youthful face.
He tucks the whip into his sash, stumbles out the front
door into the street and collapses.
Othello gallops the stallion up the lane and skids to a
halt. Arthur and Othello rush to their friend's side.
ARTHUR
There ist nothing thou couldst have
done.
OTHELLO
We wouldst have all been killed
enslaved.

ARTHUR
And the lamp wouldst now be in that
madman's hands.

or

50.
Aladdin rubs the bloody silk fabric.
ALADDIN
She's dead because of me. All she
wanted was for me to work harder and
have a better life than she.
He balls the fabric up in a tight fist.
ALADDIN
Now, everything she worked for is
gone. And so is she.
He yanks the whip from his sash and cracks it across his
own shoulder and back.
OTHELLO
Place the blame where it truly liest,
Aladdin.
ALADDIN
I have.
ARTHUR
It ist not thee. It ist Xanadu.
OTHELLO
His thirst for power hast killed more
than thy mother.
ARTHUR
And still more wilt die.
ALADDIN
I have nothing left. I must start
again. I must become my own man.
Someone … like my father.
OTHELLO
She feared thou wouldst become him.
ALADDIN
It is my destiny. It is who I am.
Aladdin removes the lamp, stares at it a moment, then rubs
it. Hannibal appears in a puff of smoke.
HANNIBAL
Hail, hail Rock 'N Roll!
you need.

Tell me what

ALADDIN
Hannibal, I just want to talk.
HANNIBAL
Can do that.

51.
ALADDIN
I want to learn the ways of the
peaceful warrior … the ways of my
father. So I can use my power to
destroy all the twisted evil in this
world.
HANNIBAL
Whoa, big picture stuff now.
ALADDIN
It is time.
HANNIBAL
Like song say, "Whatever must be, must
be." Or something.
ALADDIN
So be it.
HANNIBAL
NYT.
They all look at the Genie as if to say, "What the hell are
you talking about?"
NYT

HANNIBAL
Now you talking.

OTHELLO
We must first free the Princess. So
long as Xanadu holds her captive, the
Sultan wilt be at his mercy.
ARTHUR
Perhaps Aladdin couldst wish her free.
HANNIBAL
Suggestion please. Not waste wishes
on what can accomplish ownself.
ALADDIN
Right. Stroll into the Ebony Palace
and waltz out with the Princess. Fat
chance.
HANNIBAL
Wish to be great warrior, yes?
ALADDIN
How did you know?
HANNIBAL
Hannibal like mouse in harem.
everything.
Again he CHUCKLES at his own marginal wit.

See

52.
HANNIBAL
To be great warrior, rule number one.
Believe in ownself. Rule number two.
Fear no challenge.
OTHELLO
Hannibal speakest true. Thou shouldst
savest thy wishes for dire need.
Hannibal takes a 3X5 card from his sash and puts it to his
head, imitating Johnnie Carson's Karnak. Arthur plays Ed
McMahon -- BELLY LAUGHS and all.
ARTHUR
The answer ist.
HANNIBAL
Toshiro.
ARTHUR
The question ist.
HANNIBAL
Who is no friend of Xanadu and know
Ebony Palace well?
(he holds up a
finger)
Seek him out.
EXT. DESERT BADLANDS - DAY
Hannibal navigates the flying carpet. Aladdin rides
shotgun. Arthur and Othello sit behind, teasing each other
like two bored siblings.
OTHELLO (VO)
(SNORTS)
I knowest of this pi-dog, Toshiro. A
once honorable warrior who now sellest
his sword to the highest bidder.
HANNIBAL (VO)
So, bid high.
ALADDIN (VO)
We've nothing to bid with.
HANNIBAL (VO)
Correction please. Have daughter of
Sultan. Rescuing Princess bring wayhigh reward.
The carpet clears a mesa, revealing the coastline and the
fabled port city of Timbuktu.
ALADDIN (VO)
Where would we find this Toshiro?

53.
HANNIBAL (VO)
He like black widow spider.
low, dark places.

Hide in

EXT. TIMBUKTU - CASBAH
HIDEOUS LIFEFORMS and WEIRD CREATURES slither along the
dark alleys and crawl down the squalid backstreets of this
thief's and pirate's den.
Hannibal docks the flying carpet.

They all dismount.

ALADDIN
Time for a nap, Hannibal.
HANNIBAL
Would prefer stay up longer.
ALADDIN
Maybe later.
HANNIBAL
Hannibal never get to play.
Hannibal belly-flops down the spout.
lamp in his sash.

Aladdin stashes the

Aladdin, Arthur and Othello walk toward an especially
nefarious, sleazy, and dangerous looking tavern.
INT. TAVERN
This cesspool seems to have trapped only the most repulsive
of CREATURES.
Giant Amoebas, Birdmen, Bugbears, Broken Men, Dwarves,
Elves, Gargoyles, Pirate Giths, Gorgons, Grells, Gremlins,
Grimlocks, Halflings, Harpies, Hobgoblins, Hydras,
Jackalweres, Lycanthropes, Mind Flayers, Moldmen,
Mongrelmen, Mummies, Poltergeists, Spectres, Tarrasques,
Troglodytes, Trolls, Vampires, Wraiths, and Zombies.
All the darkest denizens of your deepest nightmares.
Aladdin, Arthur and Othello stand at the threshold, struck
numb by the sight.
ARTHUR
What kind of place ist this?
OTHELLO
The last ring of hell.
ALADDIN
Be careful. There's bound to be a
price on our head by now.

54.
Aladdin leads Arthur and Othello to a table in the back,
facing the bar and the front door. They sit with their
backs to the wall.
ARTHUR
What now?
OTHELLO
I wilt ask around.
Othello finds an open spot at the bar.
WHISPERS something to the BARTENDER.

He leans over and

The bartender points to a shadowy MAN with braided pigtails
standing at the end of the bar. Othello nods "Thanks" to
the bartender and moves down the long, weathered bar.
Othello stops in front of the dark stranger. He wears a
Ghost Dancer tunic of the Lakota Sioux. There's something
in the way he stands and smiles and looks at you. He's got
a little of the Huey Long, southern politician or Boss
Tweed, Tammany Hall huckster about him.
OTHELLO
I seekest the one they callest Lame
Duck.
LAME DUCK
How much I say depends on who's
asking?
OTHELLO
Othello, Barbary Pirate. Son of
Barbarossa. Terror of Tunisia.
LAME DUCK
Oh, that Othello.
OTHELLO
Well?
LAME DUCK
You've found him.
OTHELLO
Yon tavern keeper sayest thou would
knowest where one might find a samurai
warrior by the name of Toshiro. If
one wert looking.
LAME DUCK
Maybe yes, maybe no.
Othello strikes the bar with a balled fist, surprising even
himself. Everything is suddenly very QUIET.

55.
OTHELLO
There ist not time for children's
games.
Lame Duck wheels sharply on his heels and strides toward a
row of rooms behind the bar. He enters the last one.
Othello motions across the room for Aladdin and Arthur to
follow.
INT. BACK ROOM
The room resembles a Japanese tea house. Tatami mats, a
simple flower arrangement, a scroll with a calligraphed
poem in an alcove, tea utensils, ceramic tea bowls, iron
teapot, coal brazier, and bamboo dipper.
In a dark corner, a man sits cross-legged on the floor. He
plays a melancholy MELODY on his bamboo flute. He stops,
sips tea from a small cup, then resumes.
He is outfitted in the armor and armament of a ronin – a
masterless samurai warrior.
Over his lattice-patterned orange brocade battle robe he
wears armor laced with red leather. A lavender cloak
drapes from his shoulders. Encircling his neck is a
nodowa, or iron collar. In the sash around his waist is
cradled the wakizashi, or short sword.
From the sash dangles a sheath of lacquered wood and ivory
housing the gold-studded katana, or long sword. In the
quiver on his back are arrows with black and white spotted
hawk feathers. Leaning in the corner is his bow, bound
thickly with lacquered rattan. A small whip of braided
leather lies across his lap.
Lying on the mat beside him is a helmet from which curves
two long ox horns. His face is covered with a mempo – a
hideous papier mache mask.
LAME DUCK
Comrade. These men would like a
moment of your time.
The man looks up. He removes his mask and leans into the
light of a single candle.
He is about Aladdin's age, but his scarred face and
attitude make him appear much older. He wears a blood-red,
satin eyepatch. He appraises our heroes head to toe, then
gestures for them to sit.
It’s a minor comedy of errors as each tries to cross their
legs and sit on the floor.
Lame Duck easily crosses his legs and squats Sitting Bull
style.

56.

Salaam

ALADDIN
Peace be upon you.

TOSHIRO
On you be peace … and the mercy and
blessings of Buddha.
He pours each of them a cup of tea.
ALADDIN
We have come seeking a favor.
TOSHIRO
Are you sure I am the man to ask?
ALADDIN
You are known far and wide as a great
and honorable warrior.
TOSHIRO
What is it you wish?
ALADDIN
We seek passage and entry to the Ebony
Palace.
A dark shadow crosses Toshiro's face.
as it came.

It goes as quickly

ALADDIN
The genie of the lamp said you were
the one who could accomplish this.
TOSHIRO
What is there within the walls of that
unholy place you would risk your lives
for?
Aladdin exchanges a glance with Arthur and Othello.
Treasure.

ALADDIN
Of the fairest kind.

TOSHIRO
You seek Princess Fatima.
ALADDIN
How

?

TOSHIRO
Do not play me for the fool, young
man. The entire world knows of
Xanadu's ambition. And of the genie,
the thief, and the two slaves who hold
what he covets.

57.
ALADDIN
Then you realize what's at stake?
TOSHIRO
I do.
ARTHUR
And thou wilt help us save the
Princess and the Sultan's empire

OTHELLO
… from being destroyed by the
Sorcerer.
TOSHIRO
I am a dangerous man. I have a price
on my head. Are you sure you want to
consort with me?
ALADDIN
You are the only one who can help us.
TOSHIRO
I do not come cheap.
ALADDIN
So we have heard.
TOSHIRO
Let me see the glint of your gold.
INT. EBONY PALACE – GREAT HALL - DAY
A monstrous obsidian table fills the center of the hall.
It is dotted with miniature castles, cities, palaces,
armies, navies, and air forces. The Grand Beholder hovers
above it.
Balthazar positions a cavalry unit with a long croupier
stick, completing a circle surrounding a tiny Imperial
City.
BALTHAZAR
At last, Great Lion of the Kingdom.
Each piece is in place.
Xanadu picks something up from the table.
model version of "The Ark of Creation."

It is a scale-

XANADU
Save one.
He runs a finger around the edge of an empty hole in the
center of the ark, tracing the shape of …
Aladdin's magic lamp.

58.
EXT. TIMBUKTU – BAZAAR - DAY
A trading caravan destined for the Silk Road makes final
preparations for departure.
Toshiro speaks with the HETMAN, a bug-eyed Persian.
Toshiro surreptitiously slips the man a bag of gold. The
man opens it, then points to the rear of the caravan.
Toshiro strides to his stallion, a fine, light bay with a
long tail and mane. The saddle is beautifully lacquered
and decorated with gold dust. The rich saddlecloth is
fringed with red-dyed tassels whose pompoms sweep the
ground.
Toshiro mounts up and gallops for the end of the line.
He reins up in front of a conestoga wagon, pulled by four
CAMELS. Large clay jars used to carry lamp oil ring the
outside of the wagon.
Toshiro signals and Lame Duck SNAPS the reins along the
backs of the camels. The camels move off. The Sioux
glances back over his shoulder.
Inside the wagon, Aladdin, Arthur and Othello peek out from
beneath the hatch leading to a secret compartment below the
wagon’s floorboard. They close it.
EXT. TIMBUKTU – CITY GATES
A squad of Xanadu’s BOUNTY HUNTERS check the caravan as it
passes through the portcullis. They wave Toshiro and the
wagon through. Toshiro salutes them as he passes. Lame
Duck comically mimics his master. It gets a sharp LAUGH.
INT. EBONY PALACE – TORTURE CHAMBER – NIGHT
Balthazar faces a huddled clump of rags wedged in the
corner of the dark room.
An EXAMINER BEHOLDER dances in anticipation in the musty
air beside Balthazar. This rotting, mold-encrusted orb is
covered with shriveled wounds that expose its internal,
spherical network of circular ribs. Each of its tentacles
features some type of torture device or source of unusual,
excruciating pain.
BALTHAZAR
I would never have thought you so
strong.
HUDDLED MASS
(CROAKS)
Allah watches over the weak.

59.
BALTHAZAR
And the broken.
He motions for the Beholder to do its job. The oozing ball
darts toward the quivering shape on the floor.
EXT. DESERT CARAVANSARY – DUSK
The caravan camps for the night.
Away from the rest of the caravaners, our heroes sit around
a fire, finishing a meal.
Hannibal stretches, popping the kinks in his neck and
knuckles.
HANNIBAL
Attention please. Have something of
great value for exalted warrior to be.
Hannibal presses his palms together tightly and checks to
make sure everyone's watching him. As he slowly draws his
hands apart, a long, thin shape appears. As he opens his
arms wider, the shape lengthens and becomes more distinct.
He stops to reveal …
A saber

unlike anything the world has ever seen.

Hannibal cradles the blade in the palms of both hands and
presents it to Aladdin.
HANNIBAL
Sword of black stone. From metal of
fallen meteor. No stronger or sharper
blade in universe. Least universe I
travel in.
Aladdin takes it carefully, reverently. He grasps it by
the lapis hilt. It fits as if molded from his hand. He
whips it through the air and around his head several times.
He takes it in the palms of his own hands and approaches
Toshiro. He holds it out to the ronin.
ALADDIN
Show me the way.
TOSHIRO
The sword is the warrior's most prized
possession. It contains his soul. It
is who he is. Or hopes to become. To
lose your sword is to lose yourself.
Toshiro takes the sword with equal awe and respect. From
the gleam in his eye, you can tell he likes it. He really
likes it.

60.
TOSHIRO
It is a fine weapon, Aladdin. It will
be handed down from generation to
generation. And this day will be
celebrated in story.
The samurai executes a number of quick fighting moves -the swallow in flight and the leaping monkey. Then, a
series of lethal cuts -- the cleaver, wheel stroke and
thunderstroke.
TOSHIRO
The samurai believe a sword can bring
its owner one of eight different
fates. Good fortune, property,
wealth, virtue, long life, fame,
sickness, or poverty.
ALADDIN
What about justice?
TOSHIRO
Depends on the man.
ALADDIN
Teach me.
TOSHIRO
I shall.
Toshiro points the sword at the full moon.
Then the earth.

Then the fire.

TOSHIRO
There are two kinds of swords. The
death-dealing sword and the lifegiving sword. An ordinary swordsman
uses the death-dealing sword to line
his pockets or stroke his ego.
Toshiro moves slowly outside the circle of men encircling
the fire, stalking an invisible opponent.
TOSHIRO
The peaceful warrior uses the deathdealing sword only for good. There
are times, because of one man's evil,
that thousands may suffer. You may
kill that man in order that others may
live. When used this way, the sword
is transformed.
Toshiro slices the blade through the night air, cleaving
his unseen enemy.

61.
TOSHIRO
The blade that deals death
the sword that gives life.

becomes

He leaps into the center of the circle.
TOSHIRO
We shall save this weapon for later.
Toshiro hands the sword to Othello, who carefully slides it
into the golden sheath held by Hannibal. Arthur takes it,
tenderly wraps it in satin and lays it carefully on
Aladdin's bedroll.
TOSHIRO
We will start with kendo … the way
of the no-sword. And we will use
these … the shinai-bokken.
Lame Duck hands Toshiro a practice sword made of slats of
wood padded with cloth and encased in leather. He hands
one each to Aladdin, Arthur and Othello. And keeps one for
himself. Hannibal reaches for his.
LAME DUCK
Mortals only.
HANNIBAL
Genie life no walk in park.
TOSHIRO
The key to harmony is found in
conflict.
Toshiro motions for Lame Duck to approach.

He does.

TOSHIRO
It is only in the heat of conflict
that you can know and possibly
transform aggression or fear.
Lame Duck assumes the stance of the uke – attacker in
Toshiro plays the nage – defender.

aikido.

TOSHIRO
By joining and blending with the
attack, the attack can be redirected
back into the harmony of the universe.
Lame Duck charges, thrashing wildly – a whirling, ducking,
slicing dervish. Toshiro waits. As Lame Duck spins,
Toshiro grabs him and uses the Indian's momentum to
effortlessly throw and pin him.

62.
TOSHIRO
The peaceful warrior not only defends
himself, but also defends the attacker
against himself.
ALADDIN
It resembles a dance.
TOSHIRO
It is.
Toshiro helps Lame Duck to his feet and dusts him off.
TOSHIRO
A warrior's dance. A dance that
embodies all the movements of the
universe. The ancient, genetic
choreography of attack and defense,
active and passive, yin and yang,
death-dealing and life-giving.
Toshiro backs away. He motions for them all to stand and
face him. They do. All but Hannibal, who's still pouting
from his earlier rejection.
TOSHIRO
I will show you how one man in harmony
with himself and with nature can throw
several attackers at once.
Toshiro closes his eyes, stands stock-still and waits.
Othello, Arthur, Lame Duck, and Aladdin fan out. They
charge, yelling and screaming like Yankee's fans when
Boston comes to town.
Toshiro executes three swift somersaults which catapult him
above and beyond the astonished men.
TOSHIRO
Regardless of how quickly an opponent
attacks, or how slowly I respond, I
cannot be defeated.
Othello advances, swinging madly. Toshiro parries his
lunges, then hooks the back of Othello's legs and upends
him.
TOSHIRO
It is not that my techniques are
faster than those of my enemy. It has
nothing to do with speed or slowness.
Arthur and Lame Duck attack from each side. Toshiro easily
handles their simultaneous assault, alternating blows from
side-to-side.

63.
Arthur and Lame Duck inch closer. At the exact same
moment, they both lunge at Toshiro. The samurai leaps
straight up into the sky and …
The two men crack each other across the shoulders, knocking
each other senseless to the ground.
Toshiro lands softly on the sand between them.
TOSHIRO
I am victorious right from the start.
As soon as the thought of attack
crosses my opponent's mind, he
shatters the harmony of the universe
and is instantly defeated. No matter
how quickly he attacks.
Aladdin steps into the circle. He mimics Lame Duck's
earlier role as the uke, or attacker.
TOSHIRO
The way of the peaceful warrior is to
put new life into the universal life
force which gives birth to all things.
Harmony, love and discipline are
essential to achieving this.
Aladdin slices his wooden sword forcefully down, aiming
straight at Toshiro's forehead.
At that exact second, Toshiro dodges and deflects the sword
by grabbing the hilt. The very next moment, the sword is
flying through the air.
TOSHIRO
The true way is to nourish life and
foster peace, love, respect, and
harmony. The true way demonstrates
that it is the warrior, not the sword,
who is death-dealing or lifebestowing.
Toshiro grabs Aladdin tightly with his left hand, then
lightly taps Aladdin's chest with his right fist. And
Aladdin falls.
TOSHIRO
True victory is not defeating an
enemy. True victory gives love …
and changes your enemy's heart.
Toshiro helps Aladdin to his feet.
TOSHIRO
The choice is ours.

64.
Toshiro leans his bokken against the wagon and returns to
the fire. The others follow suit. All but Hannibal, who
takes one of the abandoned wooden swords, shape-shifts into
Toshiro, begins shadow-fighting, and immediately bonks
himself in the head.
LAME DUCK
Perhaps the true master can show you
how to ride.
Lame Duck steps onto Hannibal's dormant magic carpet,
dozing beside the fire. He squats.
LAME DUCK
Giddy-ap.
The carpet lifts one corner and looks at Lame Duck, then
goes back to snoozing.
LAME DUCK
Gallop like the wind.
And with that, Lame Duck whacks the carpet with the flat of
his hand and …
The startled rug bucks to life. It doubles over backwards,
careens right then left, ripples its back, kicks up its
hind edge, and does a loop-to-loop before finally knocking
the Sioux loose from its back by zooming beneath a low
hanging tree branch.
Othello frog-leaps onto the carpet, grabbing the fringe in
his left hand and balancing with his right. The carpet
shoots straight up into the night sky, does a barrel roll
and dive bombs back to earth. It pulls up just before
nose-diving into the sand and scoots parallel to the earth.
As it shoots past the campfire, Arthur jumps on board in a
misguided attempt to help his friend.
Now carrying two buckaroos, the spooked carpet leaps,
dives, swerves, and jerks in an attempt to shake-and-bake
its would-be tamers.
Unable to lose them, the carpet jets towards a low stone
wall. Just before impact, the carpet hits the brakes,
shot-putting Arthur and Othello into the unforgiving rock
barrier.
Free at last, the carpet prances back to its resting place
beside the fire. Arthur, Othello and Lame Duck limp back
to the convulsing, derisive LAUGHTER of Aladdin, Hannibal
and Toshiro.
ALADDIN
(to Toshiro)
Perhaps a great horseman like you can
tame the beast.

65.
TOSHIRO
Not I. I am strong only when my two
feet, or the hooves of my pony, are
firmly planted, like roots of a tree,
in Mother Earth.
ALADDIN
I sense there is a deeper reason.
TOSHIRO
Perhaps.
ALADDIN
Or might it be a higher one? A fear
of flying with the birds of the night?
TOSHIRO
I admit nothing.
INT. EBONY PALACE – TRESURE ROOM - NIGHT
In the innermost, subterranean chamber of the palace lies
the Treasure Room. In the center of the room towers a
domed pavilion of stone, gilded with red gold and crowned
with a cupola of alabaster, wherein lies a ceremonial
copper dais under a canopy of silk.
From a throne across the room, Xanadu stares at the copper
platform wherein looms a mammoth structure fashioned of
jade, ivory, and silver. It is the full-blown, largerthan-life, where-it-all-began "Ark of Creation."
Floating beside Xanadu's throne is the Grand Beholder.
XANADU
I have everything and nothing. With
it, I rule the world. Without it, I
rule sand fleas.
In the center of the ark is the hole shaped like Aladdin's
magic lamp. It is still empty.
EXT. DESERT CARAVANSARY – LATER
The fire burns low. Everyone lounges about the glowing
embers. They drink tea. Aladdin cradles his new sword in
his lap.
TOSHIRO
Carrying a sword does not a warrior
make, Aladdin.
Hannibal rubs the glowing lump on his noggin.
HANNIBAL
Peaceful warrior like movie studio.
Must follow code of conduct.

66.
TOSHIRO
Never break your word.
a fight.

Never run from

Othello checks his scraped shoulder.
OTHELLO
A wound from a knife wilt heal. A
wound to a man's honor never does.
TOSHIRO
Be spontaneous instead of calculating.
Romantic instead of idealistic.
Daring instead of cautious.
Lame Duck twists his bruised neck.
LAME DUCK
Root for the underdog.
TOSHIRO
It is true courage to live when it is
right to live. And to die, only when
it is right to die.
ARTHUR
Death ist a beginning, not an ending.
OTHELLO
Thou canst know how to live once thou
hast learned how to die.
TOSHIRO
Compare defeat to the scattering of
flower blossoms.
LAME DUCK
Honor your parents and remain loyal to
your family.
Toshiro looks away for a moment.
HANNIBAL
Maintain sense of humor, please.
not crazy, sure to go insane.

If

OTHELLO
Freedom ist more precious than life
itself.
ARTHUR
Evil must never be allowed to triumph
over what ist right and good.
OTHELLO
No good or bad deed ever goest unpaid.

67.
HANNIBAL
Call it fate. Call it kismet. Call
it karma. Call it late for dinner.
Whatever name it go by, we all put on
earth for reason.
TOSHIRO
And your destiny, my friend, has been
set.
EXT. DESERT - DAY
The caravan inches across the landscape. If you didn't
know better, you'd think this was the set for Lawrence of
Arabia.
EXT. DESERT - TEMPLE RUINS - NIGHT
One can only imagine how magnificent this temple was before
it began to decay. Beside its towering ziggurats and
minarets, the caravan rests for the night.
Arthur and Othello play dice. Toshiro shows Aladdin a few
jujitsu moves. Lame Duck sits with Hannibal at the fire.
LAME DUCK
There's something about this place.
HANNIBAL
High mana area.
LAME DUCK
Sacred ground.
HANNIBAL
Nose tell Hannibal strange and magical
things happen here.
ALADDIN (O.S.)
Can wishes come true?
Aladdin joins them. Toshiro follows. Then Arthur and
Othello. Hannibal pours them all some tea.
HANNIBAL
Depend who asking.
ALADDIN
I would like you to grant me my first
wish.
HANNIBAL
Genie can do.
ALADDIN
I would like to meet my father.

68.
HANNIBAL
Genie no can do. Told before.
bringing dead back to life.

No

ALADDIN
I only want to speak with him. Then
he will be free to return to the world
of the gone and forgotten.
LAME DUCK
Help the boy out.
TOSHIRO
How can he honor his father if he
doesn't know him?
HANNIBAL
Hannibal always buckle to peer
pressure.
Hannibal grabs a handful of sand and flings it in the air.
It sparkles. As it showers down, it reveals the shape of a
young warrior. It is MUSTAPHA, Aladdin's father.
Mustapha joins them at the fire.
TOSHIRO
Welcome, traveler.
OTHELLO
By what name art thee known?
MUSTAPHA
Mustapha.
Aladdin's mouth is open and his eyes glued to the very real
apparition.
ARTHUR
Welcome.
MUSTAPHA
Praise be to Allah, the forgiving and
compassionate.
ALADDIN
Praise be to Allah, who knows all
hidden things.
LAME DUCK
We are sojourners like yourself. I am
Lame Duck. That's Toshiro, Arthur and
Othello. The little guy is Hannibal.
And the young man catching flies with
his mouth is Aladdin.
Aladdin makes rooms for his father.

Mustapha sits.

69.
TOSHIRO
Tell us your tale, Mustapha.
MUSTAPHA
This is the story of a fool.
listen … and learn.

So

FLASHBACK – SERIES OF SCENES
Of the Kingdom of Shahryar.
contented time.

It is a prosperous, wealthy,

MUSTAPHA (V.O.)
Once in the tide and flow of ancient
time, there was a king named Shahryar,
who ruled his people with kindness and
justice. It was a time of peace and
plenty. Until …
FLASHBACK – BATTLE SCENES
As the king in waiting, ISHMAEL, leads his army into battle
against the king's troops.
MUSTAPHA (V.O.)
Ishmael, younger brother to the king,
plotted his overthrow. All the young
men rushed to the aid of their king.
To fight the evil usurper. Including
myself.
FLASHBACK – SERIES OF SCENES
Of Mustapha as an apprentice warrior, learning the tools of
his new trade.
MUSTAPHA (V.O.)
We swore an oath on the hilt of our
swords to join the brotherhood of the
peaceful warrior.
FLASHBACK – BATTLE SCENES
Of Mustapha at war.
MUSTAPHA (V.O.)
I was a good soldier. Brave when I
was forced to be. Skillful when I had
to be. And compassionate when I
needed to be. But, I was a loner and
much too headstrong. As my power as a
warrior grew, so did my pride.
FLASHBACK – WATERLOO SCENE
As Mustapha leads his troops into battle.

70.
MUSTAPHA (V.O.)
I feared nothing and no one. And,
thus, I was selected to lead our
forces into battle.
FLASHBACK – SHOWDOWN SCENE
As Mustapha faces the BLACK WARRIOR. He is dressed
entirely in black, wears a black cape, wields a black
sword, and rides a black stallion. Emblazoned on his
breastplate is a ferocious cobra with sapphire-blue eyes.
Mustapha and the Black Warrior engage in a mighty duel.
MUSTAPHA
But, my pride made me blind and
reckless. I did not trust my heart or
my comrades-in-arms. I chose to fight
alone. I died that day. At the hands
of a younger man. A brutal, heartless
sorcerer.
The eyes of the cobra glow, mesmerizing Mustapha and

The Black Warrior cuts Mustapha down.
BACK TO THE CAMPFIRE
Mustapha stands at the edge of the circle, shaking from the
memory.
ALADDIN
What was his name?
MUSTAPHA
Xanadu the Merciless.
Toshiro snaps his whip in half, as that dark look crosses
his face again.
The apparition of Aladdin's father starts to disappear.
he fades away, he turns to Aladdin.

As

MUSTAPHA
Trust your heart. And your friends,
my son.
And then he is gone.
INT. EBONY PALACE – GAME ROOM
A life-sized chess board fills the room.
each corner of the board.
XANADU
Bishop to king's rook three.

A EUNUCH waits at

71.
Xanadu sits in an elevated throne to one side of the board.
He wears silk lounging pajamas. A eunuch executes the
move.
FATIMA
Rook to king's rook three takes your
bishop.
Fatima sits in a matching throne on the opposite side. She
wears a dressed-down version of a Roman Centurion's battle
garb. Two SENTRIES guard her. A eunuch executes her move.
XANADU
You are a worthy opponent.
FATIMA
You sound surprised.
XANADU
You continue to amaze me.
FATIMA
Enough to honor the stakes of this
game?
XANADU
I do not intend to lose.
FATIMA
And I do not intend to reveal the
location of the lamp. Or marry you.
XANADU
You will make a beautiful corpse.
FATIMA
Do you despise all women?
Not at all.

Or just me?

XANADU
I love women dearly.
FATIMA

Hard to tell.
XANADU
You remind me of a woman I loved very
deeply. A long time ago. I won her
in battle.
FATIMA
How romantic.
XANADU
More than you can know.
FATIMA
Where is she now?

72.
XANADU
Dead.
FATIMA
Children?
XANADU
A son.
FATIMA
And he

?
XANADU

Dead as well.
FATIMA
Only slaves and the dead to fill your
life?
XANADU
And you? Is there no prince?
there no children?

Are

FATIMA
None. I was to be married on the eve
of Ramadan. But something changed his
plans.
Xanadu grins a grin of guilty pride.
FATIMA
No matter. I've yet to meet one I
would marry.
XANADU
I still have a chance, then.
FATIMA
As if.
EXT. SILK ROAD – LAND LIGHTHOUSE - NIGHT
A bright fire at the top of the landmark lights the night
sky.
The caravaners sleep. Lame Duck does not. His tracker's
instinct is sniffing the air. He creeps over to where
Toshiro dozes.
He nudges him, then jumps back as the samurai whips his
short sword out of its sash and prepares to gut his
attacker.
Toshiro.

LAME DUCK
Something's on the wind.

73.
TOSHIRO
Trouble.
LAME DUCK
As sure as my name is Jay Silverheels.
TOSHIRO
Disappear.
LAME DUCK
And you?
TOSHIRO
I'll be in touch.
Toshiro vaults on his stallion and gallops into the inky
darkness.
Lame Duck awakens Aladdin, Arthur, Othello, and Hannibal.
He touches his lips to quiet them, then points at the
wagon.
LAME DUCK
Hide

now.

Aladdin points to the lamp and a groggy Hannibal slides
down the spout.
Aladdin, Arthur and Othello crawl inside the wagon and slip
under the hatch to the secret compartment.
Lame Duck closes, seals and covers it with the magic carpet
and other supplies. He crawls back outside and jumps
inside one of the oil jars, pulls the lid down tight, and
fastens it from the inside.
Just then, the lighthouse flame goes out.
And the camp is quietly and quickly overrun by MERCENARIES
led by Xanadu's Captain of the Guards. Caught totally
asleep and unawares, there is no resistance.
EXT. DUNE MESA - DUSK
From a distance, Toshiro watches as the captive caravan
rolls across the desert.
EXT./INT. EBONY PALACE – CENTRAL COURTYARD - DAY
The caravan enters the palace. The courtyard is filled
with MERCENARIES and the curious, grateful UNDEAD.
INT. EBONY PALACE - GREAT HALL
Xanadu watches as the caravan is escorted to a holding
area.

74.
XANADU
I sense something …
He turns from the window.
kisses the floor.

Balthazar enters.

He bows and

BALTHAZAR
Hail to him, the Beneficent King and
Lord of Three Worlds.
Balthazar approaches.
BALTHAZAR
As we suspected. It is the same
caravan that left Timbuktu.
XANADU
Tell me they have the lamp.
BALTHAZAR
We still search for the thief and his
slaves.
XANADU
The ronin and his red-skinned
sidekick?
BALTHAZAR
It is a large caravan, great one.
XANADU
If they are here, they will attempt to
return the lamp to her.
BALTHAZAR
I knew she was good for something.
EXT. EBONY PALACE - HOLDING AREA
Balthazar walks the length of the caravan with the Captain.
They approach the conestoga wagon.
BALTHAZAR
What of this one?
CAPTAIN
A supply wagon. Abandoned at the
lighthouse. The owners fled into the
desert.
BALTHAZAR
Look again.
The Captain motions for several SOLDIERS OF FORTUNE to
check the wagon. One unhooks the camels and leads them
away. Another checks the oil jars. He checks the wax
seal. Sealed tight.

75.
Two others hop aboard and leap inside the wagon. They yank
away the supplies and rip up the carpet, revealing the
hatch. Two more enter from the rear. They point their
matchlocks at the now clearly visible hatch. We hear
SCRATCHING NOISES beneath the hatch.
SOLDIER
Captain.
The Captain climbs up and inside.
point at.

He sees what his men

CAPTAIN
Sir, there is something after all.
Balthazar mounts the driver's seat.
The Captain draws his scimitar, leans down, rips open the
hatch, and …
A HYENA leaps out of the hatch, spins the Captain around,
dives out the front, knocks Balthazar from his perch, and
dashes away.
EXT. EBONY PALACE - HOLDING AREA - NIGHT
The lid of one of the oil jars moves, then lifts.
Duck's eyes peep out and scan the area.
He stands and extricates himself from the jar.
the jar next to his and TAPS twice.

Lame

He moves to

LAME DUCK
Knock-knock.
ALADDIN
(from inside the jar)
Who's there?
LAME DUCK
Aardvark.
ALADDIN
(from inside the jar)
Aardvark who?
LAME DUCK
Aardvark a million miles for one of
your smiles, mammy.
ALADDIN
(from inside the jar)
Oh, man.
Lame Duck cuts the sealing wax, pries the lid loose, and
Aladdin emerges.

76.
ALADDIN
Now I know how sardines feel.
LAME DUCK
Good thing we didn't do the obvious.
ALADDIN
Very good thing.
Aladdin and Lame Duck move to the opposite side of the
wagon and release Arthur and Othello from their clay cages.
They turn and …
A HELMETED KNIGHTS TEMPLAR blocks their way.
battle-axe and …

He raises his

Throws it end-over-end between them. They turn in time to
see it decapitate a charging HOBGOBLIN. They turn back and

The knight removes his helmet to reveal

Toshiro.
TOSHIRO
Good knight.
LAME DUCK
Timing is everything.
TOSHIRO
Told you I'd find you.
ALADDIN
And the Princess?
TOSHIRO
Found her as well.
ALADDIN
We must hurry.
TOSHIRO
I want some guarantees.
OTHELLO
Of what?
TOSHIRO
That there's a pot of gold at the end
of this rainbow.
ARTHUR
And if there art none.
TOSHIRO
No gold, no girl.

77.
ALADDIN
You have my word.
TOSHIRO
Not enough.
ALADDIN
All I have.
Then it'll do.

TOSHIRO
For now.

Toshiro looks around quickly, then leads them through a
doorway.
INT. EBONY PALACE - ALCOVE
Just inside the door, Toshiro leans down and grabs a canvas
bag. He opens it and removes Crusader helmets, tunics and
weapons. He tosses one to each of them.
INT. EBONY PALACE - HALLWAYS AND CORRIDORS
Toshiro leads his small band of knights through the heart
of the palace. They pass other MERCENARIES, OFFICIALS, and
FUNCTIONARIES. No one bothers them.
INT. EBONY PALACE - DUNGEON
Our heroes descend into the dungeon area. They approach
the entrance to the cell block. A hunchbacked OFFICER sits
at a desk.
In the flickering candlelight, he pulls apart a cockroach,
appendage by appendage. He snaps to when he hears the
CLANKING of the four knights.
HUNCHBACK
Who goes there?
TOSHIRO
Knights Templar of Nottingham. With
orders from Xanadu to escort the
Princess to the Wizard's private
chambers.
News to me.

HUNCHBACK
Show me the orders.
LAME DUCK

With pleasure.
And with that, Toshiro and Lame Duck cuisinart the poor
bastard.
Aladdin grabs the keys and the four men move through the
portal into the cell block.

78.
As they work their way down the row, they scan each cell
and are repulsed by the filth, squalor and inhumanity. The
INMATES WHINE and WHEEDLE, begging the knights to release
them from their living hell.
Aladdin stops in front of one cell. He removes his helmet
to get a better look. A huddled mass of rags reaches out
to him and CROAKS something unintelligible.
Othello grabs the helmet and jams it back on Aladdin's
head.
The bag of rags collapses on the stone floor, arms
outstretched and beseeching.
Aladdin and Othello catch up with the others, who wait at a
corner.
TOSHIRO
She's down there. And heavily
guarded.
Arthur suddenly pulls his broadsword and leaps around the
corner. He brandishes it, almost dropping it, then dashes
away toward the STONE GOLEMS and COPPER AUTOMATONS guarding
the cell. The others can only stare at each other in
stunned silence.
OUTSIDE THE CELL
The guards, startled for a moment, begin LAUGHING at poor
Arthur. Who wouldn't?
His helmet is too large, his tunic is on sideways, and his
sword is too heavy. And he's alone. A Golem lurches
toward him, raises its mace and …
It EXPLODES as an arrow loaded with gunpowder smashes into
it. The guards turn and …
Toshiro fits another flaming arrow to his bow and fires.
Aladdin leads our heroes in a suicide charge down the
hallway.
An Automaton backhands Arthur into next week, as the guards
fan out to block the corridor.
Toshiro removes his long sword and advances with the point
of his weapon directed at the center guard. The guard
rushes to strike him down. Toshiro parries his blow, spins
and cuts him down.
Lame Duck removes a tomahawk from the rope around his tunic
and pounds his opponent into submission.
Aladdin fits a black pebble into a sling and fires it at
his attacker, shattering the stone warrior on impact.

79.
Othello trades blows with the jailkeeper, an especially
grotesque YAK-MAN.
Arthur tries to grab the keys from the girdle of the
jailkeeper as he duels Othello.
Each time he reaches, the man lunges forward and Arthur
comes up empty, like a kid in a candy store. Othello
notices. Finally, he grabs the Yak-Man by the throat long
enough for Arthur to liberate the keys. Then runs him
through.
Our heroes stand over their vanquished foes.
Arthur hurries to the cell door. He tries to fit the key
to the lock, but his hand is shaking too wildly. He grabs
one hand with the other, steadies it, inserts the key, and
opens the lock.
INSIDE THE CELL
Fatima waits, bedding wrapped around her fists and prepared
to strangle the first to enter.
ARTHUR
Your majesty.
She braces for an attack.
ARTHUR
Dost thou not know me?

It is I

Realizing he still has his helmet on, Arthur removes it.
FATIMA
Arthur.
She rushes to him and embraces him.
pleasingly so.

He's dumbfounded, but

FATIMA
At last.
The rest of the crew crowd into the cell door behind
Arthur. Toshiro and Aladdin try to enter at the same time,
but get stuck side-by-side since shoulder-to-shoulder
they're too wide for the door. Toshiro backs away and
gestures for Aladdin to enter. He does the same. Then,
they both try to enter again and get stuck again.
FATIMA
Butch and Sundance got nothing on
these bozos.
Impatient, Othello pushes his way between them and into the
cell. Toshiro and Aladdin turn sideways and enter
together, not about to let the other get there first.

80.
They turn and see the Princess for the first time. They
are both smitten. It is love at first sight for the two
comrades.
Our warriors remove their helmets and kneel before the
Warrior/Princess. They stand. Aladdin can't contain his
amore no more.
ALADDIN
I wish

HANNIBAL
(from inside the
lamp)
No can do, lover boy.
Fatima looks them all over, trying to discover the source
of the voice.
ARTHUR
Yes, your majesty.
Arthur strides over to Aladdin.
ARTHUR
Behold the lamp.
Aladdin removes the lamp from his sash and holds it up.
The light streaming through the cell window illuminates it.

Whoa

HANNIBAL
(from inside the
lamp)
… cat on hot tin roof.

Fatima steps up to Aladdin, wanting desperately to take it.
FATIMA
How many wishes left?
ALADDIN
Two.
Praise Allah.

FATIMA
We are saved.

Fatima steps back to survey the motley crew.
FATIMA
Who are your friends, Arthur?
ARTHUR
Thou knowest Othello.
Othello kisses her outstretched hand.

81.
ARTHUR
This ist Lame Duck, a Lakota Sioux
from the Americas.
She returns Lame Duck's nod, then turns to Toshiro.
Toshiro

ARTHUR
a great samurai warrior.

Toshiro crosses his chest with one arm and bows his head in
obeisance.
ARTHUR
And, Aladdin.
Aladdin kneels before her.
FATIMA
A diamond in the rough.
Aladdin stands, then offers her the lamp.
away.

She pushes it

FATIMA
You must keep it. You are its master
now.
HANNIBAL
(from inside the
lamp)
Maybe we talk about that.
INT. EBONY PALACE - DUNGEON CORRIDOR
Toshiro and Aladdin lead, bow and sword drawn. Arthur and
Fatima follow. Othello and Lame Duck cover the rear.
As they move off down the corridor, a SENTRY BEHOLDER zooms
into the foreground. It is dotted with a myriad of
different eyes. Dangling from its bottom edge is a
collection of telescopes, magnifying glasses, binoculars,
and other tools for spying. Salivating heavily, it blinks
its eyes and trails after our guys.
BEHOLDER POV
of the escaping group.
INT. EBONY PALACE - GREAT HALL
Xanadu, Balthazar, the Captain, and the Grand Beholder
stare at a crystal ball. Inside its milky glass, we see
the same point of view as that seen by the Sentry Beholder.
BALTHAZAR
Baiting the bear in his own den.

82.
XANADU
The fools will pay for it.
INT. EBONY PALACE - DUNGEON
Aladdin and company keep moving upward toward the surface.
They turn a corner and bang head on into the Sentry
Beholder, hovering and frothing.
ARTHUR
What kind of creature ist that?
A Beholder.

TOSHIRO
It sees all.

LAME DUCK
And so does its master.
Aladdin swings at it and misses horribly. He whacks again
and misses once more. The gushing orb dances in the air
like a punch-drunk boxer shadow-boxing, just asking Aladdin
to take another shot.
TOSHIRO
You cannot kill it. The best you can
do is confuse it.
They move out.

And the wretched eye follows.

They reach a crossroads of corridors. Toshiro points down
one. Aladdin, Fatima and Othello go that way.
Toshiro stares jealously, almost wistfully, as they go,
then he, Arthur and Lame Duck go the other way.
A high WHINING NOISE spirals out of the confused orb. Its
multiple eyes bounce back and forth from corridor to
corridor, torn between which of the two groups to follow.
INT. EBONY PALACE - GREAT HALL
The crystal ball transmits the activity at the crossroads.
CAPTAIN
Divide and conquer.
XANADU
The lamp will soon be mine.
BALTHAZAR
Nothing can stop us now.
Xanadu gives him a look that says, "What do you mean we,

kimo sabe."

83.
EXT. EBONY PALACE - PARAPET
Aladdin, Fatima and Othello battle a band of GREMLINS and
SKELETON WARRIORS. They back up a set of stone steps
toward the palace parapet. Their pursuers push them up the
stairs and out onto the flat stones of the walkway
surrounding the palace walls. The mercenaries push and
push. For every creature our heroes cut down, two more
take its place, almost magically.
Aladdin runs a POLTERGEIST through, then turns.
Just as he does, a TROGLODYTE jabs at Aladdin with his
trident spear. It's a direct hit on Aladdin's mid-drift.
It BANGS off the lamp stashed there.
HANNIBAL
(from inside the
lamp)
Excedrin headache number sixty-nine.
Aladdin slits the Troglodyte from stem to stern.
Aladdin, Fatima and Othello retreat to the edge of the
parapet. Fatima backs up and bangs into the wall.
FATIMA
There is no place to go.
ALADDIN
Then we will make our last stand here.
They fight valiantly, but there are too many of the bad
guys. An especially ghoulish trio of GRIMLOCKS charge.
One shatters Fatima's sword and beats her to her knees.
Another slams Othello hard into the wall.
The last pins Aladdin's sword to the ground.
to slice and dice our merry band when …

Each prepares

Aladdin rolls away and pulls the dented lamp from his sash.
He lifts it and …
An arrow CLANGS into the lamp, shooting it into the air.
Aladdin dives for the lamp and catches it just before it
falls into the courtyard below. Da-da-dun, da-da-dun.
It's an ESPN "Play of the Day." Aladdin jumps up and rubs
the lamp feverishly. Hannibal appears.
HANNIBAL
Hannibal one sore puppy.
ALADDIN
Let's hit the silk.

84.
FATIMA
You must save the wishes.
ALADDIN
What good will they do us dead?
HANNIBAL
This one on Hannibal.
Hannibal gathers them all in his arms and squeezes through
a crack in the stones of the parapet.
INT. EBONY PALACE - HALLWAY
A gaggle of GOLEMS and GARGOYLES advance on Toshiro, Lame
Duck and Arthur. The Sioux kneels and the samurai stands
behind a mound of DEAD BODIES. They fire volley after
volley of arrows as quickly as they can fit them to their
bows. Arthur feeds them arrow after arrow. Some are
flaming, others tipped with gunpowder or Greek fire.
Suddenly the floor begins to HUM and the walls THRUM. The
world begins to quake and quiver. The row of attackers
part like the Red Sea to reveal …
A hulking TARRASQUE. The most dreaded monster of the
Primal Plane, it's a killing machine. It's a scaly biped
with two horns on its head, a lashing tail, razor-sharp
fangs, and massive claws on its hands and feet. The beast
YOWLS.
LAME DUCK
It's not a good day to die.
TOSHIRO
Let us live to fight another day.
They fire one last volley and run like hell the other way.
As they race down the corridor, they try door after door,
but they're all locked. They dash up to a bookcase that
looks a little out of place. They look at each other,
shrug their shoulders, and begin yanking books off the
shelves.
Unfortunately, they're actually real books. We know the
Tarrasque is getting closer because the VIBRATIONS are
getting stronger. Our boys have about checked out the
library when the beast rounds the corner. Lame Duck grabs
a book and the bookshelf swings open.
TOSHIRO
Just like in the movies.
Lame Duck glances at the book. It's a biography of George
Armstrong Custer. He smiles and fires it at the beast as
they bolt through the opening.

85.
INT. EBONY PALACE - SECRET CHAMBER
Toshiro, Lame Duck and Arthur scoot along a narrow
passageway and into a gigantic, abandoned room. They
glance around and see a door on the far side. They head
for it.
As they pass a marble pillar, a SHAPE emerges and stands in
their way. It is …
Mustapha.
Just then, Aladdin rushes into the room from a side door,
followed closely by Fatima, Othello and Hannibal. Aladdin
freezes.
ALADDIN
(WHISPERS)
Father?
Mustapha shape-shifts into Xanadu.
TOSHIRO
(HISSES)
Father!
Xanadu levels his cobra staff at Toshiro.
TOSHIRO
I have waited many years for this
moment.
XANADU
It has been a long time coming.
TOSHIRO
I vowed revenge on her death bed.
XANADU
Your mother could have shared my
throne. But, she was weak. Like her
bastard child.
Toshiro BELLOWS. He advances to face the Wizard. Xanadu
shape-shifts into a WHIRLING DERVISH. The others form a
circle around the duelists.
SHAPE-SHIFT DUEL
Toshiro and Xanadu perform multiple, fast changes of shape
in an attempt to adapt a form the other can't counter. Or
so confuse the other that they'll go mental and explode.
They move between human, animal, element, and creature.
Each shift brings a different set of attributes and powers.
At one point, they simultaneously shift into the shape of
an exotic JAPANESE WOMAN we will later come to know as
Toshiro's mother.

86.
We see TITAN, APE, FLAME, DRAGON, MAGE, GARGOYLE, MONGOL,
WEREWOLF, WRAITH, ROC, and a kaleidoscope of other shapes.
Suddenly, it's over. It's a standoff. Both men are
exhausted. They return to their natural form.
Toshiro draws his long sword. Xanadu transforms his staff
into a scimitar. Then, it begins again. They clash, steel
against steel.
Toshiro executes a four-sides cut.
spins, and slashes at the samurai.

Xanadu blocks it,

Toshiro vaults over the Wizard, hovering for a moment like
a swallow, then plummets, rolls and slices at the
Sorcerer's neck. Xanadu blocks, locking their swords hilt
to hilt. He pulls the ronin closer and stares into his
eyes. Xanadu's eyes begin to glow. Toshiro head-butts
Xanadu and disengages.
Xanadu is stunned for a moment. He snaps to and shapeshifts himself into a hideous black cobra. He lashes out
his oily tail, grabs Lame Duck and reels him in. Xanadu
begins to crush the life out of the Sioux warrior. Toshiro
attacks. Xanadu coils tighter and tighter around a
struggling Lame Duck, while dueling a whirling Toshiro.
ARTHUR
Helpest him.
HANNIBAL
Hannibal like Swiss. No can meddle in
other people wars.
Honor be damned, Toshiro's comrades finally join the fray.
Aladdin, Fatima and Othello advance shoulder-to-shoulder.
Realizing he's badly outnumbered, Xanadu slithers toward
the far door. He releases a lifeless Lame Duck and …
Disappears in a puff of black smoke.
Toshiro races to the side of his dying friend.
Lame Duck.

He cradles

LAME DUCK
Nothing lives forever. Only the earth
and mountains.
And the Sioux dies.
TOSHIRO
How is it that everything I hold dear
turns to death?

87.
A pack of GREMLINS bursts through the far door. They
rumble toward our stunned group. Everyone turns to the
Genie for help.
HANNIBAL
No need invitation.
He SNAPS his fingers. The magic carpet materializes.
Othello helps Fatima and Arthur on board. Aladdin helps
Toshiro hoist Lame Duck's limp body onto the carpet.
Aladdin hops on.
He holds his hand out to Toshiro. Toshiro hesitates,
checking the distance between the levitated rug and the
solid ground.
ALADDIN
Just like riding a bike.
TOSHIRO
Cannot do that either.
OTHELLO
Close thy eyes.
Toshiro does, Othello grabs him by the breastplate and

Sucker-punches him hard on the jaw, cold-cocking him, then
yanks him aboard. Fatima takes the unconscious warrior and
lays his head in her lap.
HANNIBAL
Up, up and away.
The flying carpet hurtles down the hallway, through an open
window, and away, over the palace walls.
EXT. OCEANSIDE ENCAMPMENT - NIGHT
On a desert bluff overlooking a harbor down the coast from
the Ebony Palace, the Sultan's sea, land, and air forces
have gathered to prepare for a final assault.
EXT. OPEN DESERT
Alone, Toshiro finishes building a funeral pyre. Lying
atop it is Lame Duck. Toshiro strikes a flint, lighting a
torch. He puts it to the platform and it bursts into
flames. Toshiro backs away and salutes his comrade.
INT. ENCAMPMENT - PAVILION
Fatima embraces her father, the SULTAN FARRUKH. She wears
the uniform of an Amir of the Sultan's personal guard. The
tent is filled with ADVISORS, SERVANTS, OFFICERS, SOLDIERS,
and GUARDS.

88.
SULTAN
Praise Allah for your return, my jewel
of the dawn. I feared I would never
see you again.
FATIMA
There were many moments of doubt, my
father.
SULTAN
I shall never allow you to embark on
such a dangerous mission again.
FATIMA
I am a soldier. I will fight to the
death to defend your honor and this
kingdom.
SULTAN
I should have had a son.
would do as I say.

Perhaps he

Toshiro steps forward, crosses his chest with his right
arm, kneels, then stands.
TOSHIRO
Count your blessings for such a brave

Aladdin steps up next to Toshiro.

ALADDIN
and beautiful …

TOSHIRO/ALADDIN
(together)
woman.

Fatima steps aside. The Sultan gazes upon Toshiro and
Aladdin. And behind them, Othello, Arthur and Hannibal.
SULTAN
I understand I have you to thank for
my daughter's safe return.
They all bow before the Sultan.
FATIMA
I owe them my life. There are no
braver warriors in the realm.
The Sultan can't help but notice a certain affection Fatima
shows Aladdin and Toshiro.
SULTAN
Step forward, then. I would make each
of you amirs in my personal guard.

89.
Our crew steps to the foot of the Sultan's throne. The
Sultan hands each of them a jewel-encrusted dagger and
djibbah (topcoat) signifying their new honor and position.
SULTAN
Rise, my golden apples of the sun.
And prepare for the greatest battle
the world has ever known.
INT. ENCAMPMENT - TENT
Aladdin, Toshiro, Arthur, Othello, and Hannibal prepare to
retire for the night.
ALADDIN
What did the Wizard mean about your
mother?
Toshiro removes both his swords and carefully lays them
next to his sleeping mat.
He sits, pours himself a cup of tea, and looks at Aladdin.
Arthur, Othello and Hannibal join them.
TOSHIRO
Many years ago, an Arabian army
crossed the sea to invade our island.
The army was led by a young general.
ALADDIN
Xanadu.
TOSHIRO
The emperor hoped to save our kingdom
by appeasing him. He offered his
eldest daughter in marriage.
ARTHUR
Thy mother.
TOSHIRO
Xanadu accepted. The moment my mother
and her retainers boarded the Wizard's
ship, he attacked. He laid waste to
the land, killed the emperor, looted,
and left.
OTHELLO
What happened to thy mother?
TOSHIRO
She returned with him. She became his
most favored concubine. They lived
happily for many years.
HANNIBAL
Most fairy tale ending.

90.
TOSHIRO
Not quite. When she no longer pleased
him, he gave her to his soldiers. Her
pride would not allow this. She
committed seppuku. And left me an
orphan.
ALADDIN
Xanadu is your father.
That dark look crosses Toshiro's face.
ARTHUR
Did he raise thee?
TOSHIRO
I never gave the vulture the chance.
When my mother died, I should have
challenged him. I did not. I wasn't
man enough. I ran. And never more
looked over my shoulder.
OTHELLO
Did he claim thou as his son?
TOSHIRO
Never.
OTHELLO
Which means thou art still a slave in
this land.
Toshiro touches his eyepatch.
He did this.
that day.

TOSHIRO
So I would never forget

INT./EXT. DESERT - LATER
A restless Aladdin rises, tucks the lamp in his sash, and
walks into the open desert.
In the light of the full moon, a large slab of alabaster
marble with a golden ring for a handle suddenly
materializes. He pulls the handle. The slab opens,
revealing a stairway made of jade. Aladdin descends.
He passes through forests of exotic trees dripping with
precious stones. Groves of platinum urns overflowing with
gold. And gardens of crystal sea shells spilling over with
pearls. Aladdin is not tempted. He continues. Suddenly,
he stops. He turns and …
Toshiro steps into the ruddy light cast by moonlight
seeping through the ceiling above and streaming through a
tree of melon-sized rubies.

91.
ALADDIN
What is it, Toshiro?
TOSHIRO
I could not sleep.
Nor I.

ALADDIN
Let us sit.

They do.
ALADDIN
There seems to be something on your
mind.
TOSHIRO
I want you to grant me a wish.
ALADDIN
We must save them.
TOSHIRO
I want you to destroy my father.
ALADDIN
You heard Hannibal. I cannot use a
wish to cause the death of anyone.
TOSHIRO
The loss would be insignificant.
ALADDIN
I cannot.
TOSHIRO
You will not.
ALADDIN
I would give you the world, comrade,
but this wish I cannot grant.
TOSHIRO
Give me the lamp, then.
ALADDIN
I will not, my friend.
TOSHIRO
You do not trust me …

"friend"?

ALADDIN
There is much too much at stake.
TOSHIRO
You would do this, in spite of what
your father said?

92.
ALADDIN
I must not.
TOSHIRO
I will have my revenge.
ALADDIN
I know that.
Toshiro stands, backs away, turns, and strides into the
shadows.
Aladdin stands and moves off in the opposite direction,
deeper into the cave. He hears a HISSING, then the sound
of a sword being drawn from its sheath. He turns. Fatima
steps into a halo of silver light, saber drawn. She
sheaths it and steps close. So close he can feel her
breath.
FATIMA
I was worried.
I am safe.
Good.

ALADDIN
Besides, I have Hannibal.

FATIMA
It is still safe.

ALADDIN
Toshiro asked me for it.
TOSHIRO
I know.
A look of confusion crosses Aladdin's face.
moves closer.

Fatima quickly

FATIMA
I passed him a moment ago.
ALADDIN
You seem worried, Fatima.

What is it?

FATIMA
I fear for my father and his people.
I fear for you. For all of you.
Xanadu is more powerful than any of us
imagined.
ALADDIN
We'll be fine.
FATIMA
I cannot take that chance.
ALADDIN
What do you mean?

93.
FATIMA
I have decided to accept your offer.
I want the lamp. I must return it to
my father. He should have it. It is
his kingdom, after all.
ALADDIN
I'm not sure.
FATIMA
Remember what your father said.
your heart. And your friends.

Trust

Aladdin hesitates.
FATIMA
Trust me, Aladdin.
She steps closer still
FATIMA
I love you.
And they kiss.

Aladdin is dazed.

ALADDIN
I guess if you put it that way.
Aladdin removes the lamp from his sash and gives it Fatima.
Suddenly, the cave is filled with a PANDEMONIUM of noise
and a cloud of dusky smoke. Where Fatima stood a moment
before …
Xanadu now stands.
Aladdin spits and rubs his lips like he's just kissed a
tarantula.
XANADU
(HISSES)
The lamp is mine at last.
my diamond in the rough.

Thank you,

And then the Sorcerer is gone.
Aladdin leaps for the lamp, but grasps only air.
The cave begins to RUMBLE and shake. Aladdin races for the
exit. The precious stones, gold, and pearls all turn to
ash and dust.
The floor beneath his feet begins to liquefy. Aladdin runs
as hard as he can in the quicksand. He finally reaches the
stairs. As he races up them, each one EXPLODES behind him.

94.
As he reaches the top, the marble slab starts to close. He
dives through just as the slab SLAMS shut and melts back
into the desert.
The shifting sands transform into two blazing eyes and a
cobra's head. Xanadu's malevolent LAUGHTER echoes through
the night.
INT. EBONY PALACE - THRONE ROOM
Xanadu carefully places the lamp in the Ark of Creation.
As he removes his hands, the Ark fills with a powerful,
invincible, unearthly light.
XANADU
I shall rule the world. I shall be
King of Kings. My glory shall
outshine all the great conquerors
before me.
INT. ENCAMPMENT - TENT
Aladdin sits slumped in a camp chair. Toshiro stands
beside him. Fatima kneels at his feet. Arthur and Othello
stand to one side.
ALADDIN
I should have known better.
FATIMA
But you followed your heart.
trusted us.

You

ARTHUR
As thou father counseled thee
shouldest.
TOSHIRO
He didn't trust me.
ALADDIN
But … you were Xanadu.
Xanadu was you.

Er

TOSHIRO
Are you sure?
No.

ALADDIN
And, now, all is certainly lost.

TOSHIRO
And losers never pay. Besides, I've
got bigger sushi to fry.

95.
FATIMA
How can you? Can't you see what is
about to happen? We need your sword.
TOSHIRO
Xanadu is too powerful. If I want to
commit suicide, I'll do it myself.
FATIMA
Always looking out for number one.
TOSHIRO
It's kept me in the game.
FATIMA
Running instead of fighting. Seems
you have a long history of doing that.
Toshiro bristles.
certainly …

If she wasn't a woman, he would

Fatima puts her hand on the hilt of her sword.
no problem with it.

She's got

ARTHUR
Thou canst never change thy stripes.
Toshiro turns to go.
OTHELLO
What of thy revenge?
TOSHIRO
In my own way, in my own time.
Toshiro leaves the tent. They follow him out into the
night. The samurai leaps astride his stallion and gallops
into the desert night.
ALADDIN
I thought he had changed.
OTHELLO
I hope he knowest what he hath done.
FATIMA
His sword will be missed.
INT. EBONY PALACE - GREAT HALL
Xanadu, Balthazar, the Captain, and the Grand Beholder
stand around the strategy board.
The ring of forces surrounding the Imperial City has grown
larger and gotten tighter.

96.
A second table sits beside the original one. It features
the Ebony Palace and its surrounding terrain. Down the
coast is a cluster of figures and objects representing the
Sultan's oceanside encampment.
BALTHAZAR
The time has come, lord and master.
Balthazar takes the crystal ball from a pedestal next to
the table. He holds it up for all to see.
THE CRYSTAL BALL
The opalescent orb clears, revealing

The interior of the Sultan's Pavilion.
Xanadu lifts the scale-model version of the Ark of Creation
from the table. He removes something from inside his robe
and inserts it in the belly of the ark.
XANADU
This day will go down in history.
It is a miniature version of Aladdin’s lamp. As it snaps
it into place, a purple glow emanates from the Ebony
Palace. It rushes down the coast and pulverizes the
Sultan's encampment.
At the exact same moment, the tiny Imperial City vaporizes
in a puff of black smoke. Xanadu laughs that malevolent
LAUGH. It ECHOES throughout the palace.
INT. ENCAMPMENT - PAVILION
It's deathly QUIET.

Except for the ECHOING LAUGHTER.

The Sultan sits in his throne. He looks worried. The room
is filled with VIZIERS, EMIRS, CHAMBERLAINS, RAJAHS,
SHEIKS, and ATAMANS of the allied cities and tribes.
Aladdin, Fatima, Arthur, and Othello stand near the back.
Fatima moves close to Aladdin. He is pleasantly surprised.
Arthur gives Othello an "I told you so" look.
In the deepest corner, partially hidden by a silk curtain,
a SENTRY BEHOLDER floats. Beaming information back to the
Ebony Palace.
CHAMBERLAIN
He was a worthy foe before.
RAJAH
Now that he has the lamp, he is nearly
invincible.

97.

All is lost
the lamp.

EMIR
unless we can retrieve

SHEIK
If we can take back the lamp, we have
a heartbeat's chance of destroying the
palace.
VIZIER
And vanquishing the evil Wizard before
he turns his hounds loose upon us and
the Imperial City.
ATAMAN
Not an easy task, sire.
All the MILITARY MEN shake their heads in agreement.
SULTAN
Please explain, my son.
RAJAH
The palace is nearly impossible to
breach from the outside. The walls
are high and made of rock as smooth as
glass and strong as iron. Cannonballs
and explosives hurled from land or sea
are but butterflies to this tiger.
SHEIK
The gates are many. But, they are
hidden and can be opened only from
within.
ATAMAN
The palace is covered edge to edge
with a canopy of steel. Airships and
their torpedoes are powerless.
RAJAH
We suspect the Ark and the lamp lie in
the very heart of the beast.
Somewhere inside a subterranean
labyrinth. The likes of which no
mortal man has ever seen.
SHEIK
Or survived.
A HUSH of disappointment and dejection falls over the
assemblage.
SULTAN
Is there nothing to be done?

98.
FATIMA (O.S.)
There is.
The entire room turns as one to hear what Fatima has to
say. She steps forward with confidence, like the solider
she was born to be, and …
Whirls, throws her dagger and

Cleaves the Sentry Beholder in half.
INT. EBONY PALACE - GREAT HALL
The crystal ball goes black.
XANADU
Blast her eyes.
BALTHAZAR
And such lovely ones they are, too.
And we know that's not what he's thinking.
BACK TO THE PAVILION
As the putrid creature GROANS in agony before plopping to
the carpet.
It's Othello's turn to throw Arthur and Aladdin a look and
it says, "Don't mess with this chick."
Fatima turns back to her father.
FATIMA
It must be conquered from within.
EMIR
How is that possible, your highness?
FATIMA
The Wizard is a vain man. He is more
arrogant than almighty Allah is
compassionate.
The crowd greets this with SHOUTS of assent.
FATIMA
And just as blind. Perhaps we can use
his greatest weakness … to expose a
weakness in his stronghold.
SULTAN
Brilliant, my pearl.
brilliant.

Absolutely

ATAMAN
Three cheers for Princess Fatima.

99.
The crowd responds with three hearty CHEERS.
SULTAN
And now, my children. It is time to
prepare for judgment day.
RAJAH
To your stations. In the name of
Allah, the Creator of the Universe,
may victory be ours.
EXT. SEA WALL - NIGHT
Aladdin, Arthur and Othello lean against the crumbling wall
and stare out at the calm sea.
ALADDIN
She's unlike anyone I've ever known.
Brave, reckless, yet gentle.
ARTHUR
And lovely as the Rose of Sharon.
ALADDIN
She is beautiful, isn't she?
OTHELLO
And thou art in love with her.
ALADDIN
I've not known this feeling. When
you're in love, is it hard to think of
anything else?
ARTHUR
Aye, and there art many a sleepless
night.
Othello throws Arthur a look that says, "How would you
know?"
ARTHUR
I have had some experience.
ALADDIN
Does food lose its appeal?
OTHELLO
And thou wouldst be by her side every
waking moment.
It's Arthur's turn to shoot his comrade a "Yeah, right …
look.
OTHELLO
I am the son of Barbarossa, after all.

"

100.
ALADDIN
And, when you're with this person, do
your legs feel like water?
ARTHUR
When she lookest at thee, thou feelest
all tingly and goose bumply?
Aladdin nods enthusiastically.
OTHELLO
There ist no mistake about it then,
lad.
ALADDIN
Mistake about what?
FEMALE VOICE (O.S.)
That you're in love.
Startled, they leap to the ready and draw their weapons.
Through a break in the sea wall, Fatima steps into the
moonlight.
ALADDIN
My lady, you shouldn't be out here
alone.
FATIMA
But I'm not now, am I?
OTHELLO
(to Arthur)
Let us takest our leave.
Arthur hesitates, mooning over the young lovers. Othello
grabs him by the scruff of the neck. Arthur pulls away and
grabs his wounded left arm. Othello scowls at him.
OTHELLO
With thou permission, your highness.
FATIMA
Goodnight to you both.
Othello turns and walks away. Arthur flashes a look of
approval at the young people and follows. Fatima gives him
a smile as he goes, then turns to Aladdin.
FATIMA
How do your legs feel now?
ALADDIN
Like Jell-O.

101.
FATIMA
Then I was not mistaken.
me.

You do love

ALADDIN
I must go.
FATIMA
No, please stay.
ALADDIN
You are a Princess. And I am but a
pauper.
FATIMA
You are a great warrior.
everything.

That changes

ALADDIN
I am not worthy of your love.
FATIMA
I will judge that.
ALADDIN
Your father will never approve.
FATIMA
He will do what I tell him.
Aladdin leans against the sea wall, confused.
FATIMA
And so will you.
He kneels before her.
ALADDIN
I am your slave. I will do as you
bid.
Fatima steps close to Aladdin.
lifts him to his feet.

She grasps his hands and

FATIMA
Then kiss me.
He does.

As he kisses her

INT. EBONY PALACE - GREAT HALL
Two goblets CLANG together.
XANADU
We march at dawn.

102.
BALTHAZAR
To victory.
They fling their glasses into the raging fire.
PREPARATIONS FOR BATTLE - DAY
Intercut between the Sultan's encampment and the Ebony
Palace as both sides ready for battle.
EXT. EBONY PALACE - PARADE GROUND
The Captain rides up and down the assembled TROOPS.
Wizard's forces extend as far as the eye can see.

The

EXT. ENCAMPMENT
Arthur helps Othello into his armor. Aladdin sharpens the
tips of his arrows. A SHADOW falls across him. He looks
up. A grizzled, flat-nosed SHEIK stares down at him.
FLAT NOSE
I fought with your father when I
wasn't much older than you.
Aladdin stands.
FLAT NOSE
He was a great warrior.
ALADDIN
So I've been told.
FLAT NOSE
Do not disgrace his name.
ALADDIN
I will not.
EXT. EBONY PALACE
An armada of air ships hovers near the palace walls.
squadron of armed magic carpets executes maneuvers.
EXT. ENCAMPMENT
Off the coast, a fleet of galleys and dhows circle in
formation.
EXT. EBONY PALACE
Xanadu stares into a mirror.
macabre battle gear.

He is dressed in eerie,

XANADU
Mirror, mirror on the wall. Who's the
baddest bad-ass of them all?

A

103.
The mirror SHATTERS.
CROWS.

And Xanadu throws his head back and

INT. ENCAMPMENT - PAVILION
The room is filled to overflowing with ADVISORS and
WARRIORS. The Sultan offers his sword to the kneeling
Fatima.
SULTAN
Lead us to victory, my child.
Fatima stands, takes the sword, salutes her father with it,
and slides it home in its scabbard. The assemblage CHEERS.
FATIMA
Evil shall never win.
Fatima steps back, where she is joined by Aladdin.
ALADDIN
We fight in the name of dignity and
freedom.
The crowd CHEERS again.
INT. EBONY PALACE - CATACOMBS
Othello leads Arthur down an abandoned passageway. Judging
from the cobwebs, BATS, RATS, and human SKELETONS, it
hasn't been used in a while. The sound of DRIPPING WATER,
SKITTERING CLAWS and ETHEREAL MOANS resounds off the walls.
OTHELLO
The thief said it wouldst take us
where we want to go.
ARTHUR
How wouldst he know?
OTHELLO
He and his band used it in the days
before the Wizard came.
The tunnel is slimy and dark and putrid.
the molasses blackness.

THINGS move in

ARTHUR
This ist truly madness.
OTHELLO
Then callest me a madman.
ARTHUR
Thou hast no idea where thou art
going.

104.
OTHELLO
I must findest the lamp.
ARTHUR
Let master Aladdin findest a way.
OTHELLO
Time and tide waitest for no one.
ARTHUR
Now he ist the philosopher.
Othello abruptly stops, turns and Arthur bangs into him.
Othello grabs his left arm, mimicking Arthur.
OTHELLO
It ist thy turn.
ARTHUR
It ist a reason. Not a good one.
a reason.

But

INT. ENCAMPMENT - TENT
Fatima is flanked by two burly, fur-clad NORSEMEN. She
stares at Aladdin who gazes out the open tent flap.
FATIMA
The man confessed to showing them the
tunnel.
ALADDIN
Are they inside?
FATIMA
So we are told.
ALADDIN
That is how true comrades-in-arms show
their allegiance. Unlike the one I
believed was my comrade.
Fatima reaches to console him, suddenly a woman instead of
a warrior. Aladdin will have none of it.
ALADDIN
Please, leave me. I must decide what
to do.
Fatima motions for her bodyguards to leave.
moves close to Aladdin.
FATIMA
They would do anything for you.
lay down their lives.

They do.

Even

She

105.
ALADDIN
That is what I fear most.
FATIMA
They are brave and honorable men.
They will return.
ALADDIN
I pray you are right.
INT. EBONY PALACE - TREASURE ROOM
Xanadu gazes at the glowing Ark.
lips.

He greedily licks his

XANADU
(HISSES, to himself)
Imagine what I could do … if I were
Genie.
INT. EBONY PALACE - GREAT HALL
A hidden door slowly opens a crack. Othello peeks around
its edge. As far as he can tell, the room is empty. The
door opens wider and Othello steps into the room, followed
by Arthur.
They move down the ghoulish row of stone pedestals crowned
with the mechanical EMBALMED HEADS. The last five
pedestals are empty, patiently awaiting Xanadu's next
victims.
Othello and Arthur cautiously inch toward the obsidian
table covered with the Wizard's battle toys. They're not
sure exactly what they're looking for, but they start
shuffling some through papers and checking drawers.
They hear approaching VOICES. They look back to the door
they came through and realize it's right next to the
hallway where the voices are coming from. They desperately
look for a place to hide. The VOICES grow louder.
INT. EBONY PALACE - GREAT HALL - ENTRYWAY
Xanadu sweeps into the room. Balthazar, the Captain, the
Grand Beholder, and a small retinue of MERCENARIES follow
in his wake.
XANADU
You said all entrances were sealed.
BALTHAZAR
I was misinformed.
The retinue flows past the line of pedestals. As they
clear the last several, we see two familiar faces.

106.
Arthur and Othello have placed their own heads atop the
last two pedestals. Blank-eyed, they move in rhythm with
the rest of the mechanical heads.
XANADU
Dispose of your mistake.
BALTHAZAR
As you wish.
Find them.

XANADU
Start in this room.

Balthazar motions for the Captain to deploy his men in the
Great Hall. They scatter and begin searching.
Just then, a FLY lands on Arthur's nose. Startled, he
stares at the pest cross-eyed. He wills it to leave, but
it will not.
He scrunches his nose and twists his face in a grimace
trying to dislodge the varmint, but it's happy right where
it is. Concerned, Othello glances out of the corner of his
eye at Arthur's predicament.
Xanadu checks the documents on the table. Nothing seems
out of place. The mercenaries check behind drapes and
under divans.
Now the fly is starting to tickle Arthur. He begins to
blow air at the little beast out of the corner of his
mouth. Othello also tries to stir it with sidelong breaths
of his own.
Balthazar strides past the pedestals. Noticing something,
he stops. He retreats. He looks closely at Arthur and
Othello, who have that dead-eyed look again. The fly,
however, remains. Balthazar shakes his head and moves on.
Arthur becomes more animated in his attempts to dislodge
the insect. Suddenly, he realizes he's going to sneeze.
He tries to hold it back. Othello wills him to hold it
back. Arthur squeezes his eyes shut and …
SNEEZES. He knocks the pedestal over and it SHATTERS on
the floor. Othello grabs Arthur and shoves him toward the
secret passageway. They're almost there when the Captain
steps in front of them. They stop. And the mercenaries
grab them. Xanadu and Balthazar approach.
BALTHAZAR
That was much too easy.
XANADU
Who are you?

107.
OTHELLO
Othello, Corsair. Dog tag number
MOD1966.
BALTHAZAR
Who sent you?
ARTHUR
(to Othello)
Arthur, squire to Sir Gawain.
ist a dog tag?

What

XANADU
They know nothing. Blindfold them and
take them away.
Othello holds up a hand.
OTHELLO
What of thy renowned desert
hospitality?
ARTHUR
Aye, hospitality.
OTHELLO
It hast been told that guests in these
lands art treated with the respect and
generosity due royalty.
ARTHUR
Aye, like kings.
XANADU
Forgive me. Balthazar, how could we
forget our manners?
BALTHAZAR
Indeed.
XANADU
Show our royal guests to our finest
suite.
BALTHAZAR
With pleasure, oh sly one.
The Captain tears some fabric loose from the sleeves of
Arthur and Othello's new tunics and wraps it around their
eyes. The mercenaries lead them away.
INT. ENCAMPMENT - PAVILION
A GREEK ARTISAN with gnarled hands fits a piece of black
teak wood into place. When it clicks home, it all but
disappears.

108.
An AFRICAN CRAFSTMAN with a gold nose ring pushes against
the same piece of wood and the trapdoor miraculously pops
open.
As we move away, we realize they are fitting a trapdoor
into the belly of a gigantic coiled COBRA fashioned of
slate-colored teak wood and festooned with plates of gold,
silver, and copper.
The Sultan, his RETAINERS, Aladdin, and Fatima admire the
mock beast.
SULTAN
A magnificent, if deceptive, strategy
my doe.
FATIMA
An ancient trick I learned from the
Greeks.
ALADDIN
Xanadu's pride will surely cloud his
judgment.
SULTAN
We can only pray it is so.
A legion of heavily armed SOLDIERS and AMAZON WARRIORS
clamber up the stairs and into the hideous offering.
FATIMA
Even should they allow it through the
gates, we still do not know the
location of the lamp.
ALADDIN
Allah will guide us.
VOICE (O.S.)
I have something far better.
A hand extends into the light of a flickering torch.
holds a piece of parchment.

It

VOICE (O.S.)
A map.
Toshiro steps out of the shadows of the monstrous tent and
into the light.
Fatima races to Toshiro and kisses him on the cheek.
likes it. Then, Aladdin bear-hugs his lost friend.
Toshiro can take or leave that show of affection.
FATIMA
Welcome home, Toshiro.

He

109.
ALADDIN
Glad you came back …

friend.

TOSHIRO
I, too.
They clasp arms. Toshiro walks to a low table with other
maps on it. He spreads out the parchment and anchors it
with stones and candle holders.
TOSHIRO
I was a boy there. I know it like my
childhood. I grew up inside those
walls. Until the day I ran.
He stabs his dagger into the heart of the very detailed,
three-dimensional map of the Ebony Palace.
TOSHIRO
I will never run again.
the last stand.

This will be

FATIMA
NYT.
The dagger quivers. It points straight to the heart of a
massive subterranean labyrinth. And the location of the
magic lamp.
INT. EBONY PALACE - DUNGEON
Arthur and Othello hang from chains.
ARTHUR
I toldest thou so.
OTHELLO
Aladdin wilt save us.
ARTHUR
Forever the optimist.
OTHELLO
Better than the alternative.
They are distracted from their bickering by a low MOAN.
They squint in the direction of the sound and see a huddled
mass of rags.
ARTHUR
What doth it say?
OTHELLO
It ist gibberish.
The unrecognizable lump CROAKS again.

110.
ARTHUR
It soundest like … "Aladdin."
EXT. EBONY PALACE – MAIN GATE - NIGHT
MONKS dressed in sable cowls, and looking like penitent
acolytes, roll the monstrous cobra up to the palace wall.
MERCENARIES and DEAD TOWNSPEOPLE watch from the walls.
Heads down, the acolytes retreat.
The mercenaries and walking dead open the gate and
cautiously approach the offering.
Just then, the Oracle SULAIMAN dashes between the curious
and the cobra.
SULAIMAN
What madness is this? As the Greeks
before, I fear them even when they
bear gifts.
The Oracle grabs a spear from a SENTRY standing beside him
and hurls it at the beast's belly. The spear quivers where
it sticks and, from within, a HOLLOW THUD reverberates like
a GROAN.
SULAIMAN
Beware, there is some trickery in this
offering.
A wild-eyed ASSASSIN of the Hashishin Cult pushes the
Oracle to the ground.
ASSASSIN
It is a sign from Allah.
praised.

Allah be

The CROWD CHEERS.
CROWD
Allah be praised!
The Oracle gets to his feet and shuffles away to stand
behind the cobra and near the ruby sands of the seashore.
BALTHAZAR (O.S.)
Hail to Xanadu, Lord of the Earth,
Water and Sky.
The crowd turns and bows down to the Wizard where he stands
beside Balthazar atop the gate portcullis.
XANADU
A flattering likeness, don't you
agree?

111.
BALTHAZAR
The real thing is much more dangerous.
XANADU
Who would be so powerful as to send
such a magnificent gift?
BALTHAZAR
Imagine the surprises it must hold
inside.
XANADU
Bring it to me.
SULAIMAN
You will live to regret it, Xanadu.
XANADU
You won't.
The Sorcerer crooks his little finger and

Far out to sea, two SERPENTS appear. They glide across the
angry red waters toward the palace. The snakes slither
from the surf, up the shore, past the cobra, and up to the
Oracle. They attack, winding their bodies around him.
He struggles to tear them away, but they overpower him and
strangle him in their poisonous folds.
ASSASSIN
Allah has punished the Oracle for
questioning his gift. We must take it
inside or suffer the same fate.
Mercenaries and townspeople reach for several ropes
conveniently left dangling. As they pull, we hear a
curious metal CLANGING coming from inside the belly. But,
it is quickly drowned out by all the SHOUTING and SINGING
as the wooden beast is dragged through the gates.
INT. WOODEN COBRA - LATER THAT NIGHT
It is hot and dark inside the hollow body. Armor, swords
and helmets gleam in the weak light of one tiny oil lamp.
With his thumb, Toshiro checks the tip of the sword where
it still sticks in the wood.
TOSHIRO
The game would have been up had they
listened to the wise man.
Come, sit.

FATIMA
We must make final plans.

112.
Toshiro joins Aladdin, Fatima, and the other SHEIKS and
ATAMANS.
FATIMA
We will wait until they sleep. We
will exit through the trap door. When
all are safely down, Toshiro will lead
us to the lamp.
TOSHIRO
A simple plan.
ALADDIN
The best kind.
FATIMA
Questions?
Fatima extends her arm into the center of the circle of
men. They all do the same.
FATIMA
Death to the usurper.
MEN
Death.
Aladdin moves away from the rest of the men.
follows.

Fatima

FATIMA
What is it, Aladdin?
ALADDIN
You shouldn't be here.
FATIMA
When will you … when will all of you
… realize it is I who decide?
ALADDIN
You're a woman.
FATIMA
With a man's heart.
ALADDIN
What if you don't return?
FATIMA
We all will.
Aladdin turns to her, bows, and kisses her hand. She
removes a small silk scarf from her girdle and ties it
around the hilt of his sword.

113.
FATIMA
You are our last hope.
She pulls him to her and kisses him.
In a far corner, Toshiro prepares for battle. He sips tea.
Composes a poem. And plays a MELODY on his flute. He
powders his face white. Paints on thick black eyebrows.
Blackens his teeth. And polishes his long sword. Then, he
meditates.
EXT. EBONY PALACE - COURTYARD
There is no moon. Inky darkness covers the palace.
Exhausted by the evening's excitement and celebration, the
mercenaries sleep the sleep of the dead. The townspeople
always do.
The cobra's blank eyes slowly open, revealing a mesmerizing
bright glow.
The drowsy WATCHMEN in the courtyard stare into the eyes
and fall into a deep coma.
EXT. WOODEN COBRA
Several rope ladders drop down. Aladdin, Fatima and
Toshiro descend, leading the Sultan's strike force into the
courtyard.
Toshiro sprints toward a wide set of stone stairs that
descend below ground. The rest race after him.
INT. EBONY PALACE - LABYRINTH
The labyrinth is a maze of numberless winding passages and
turnings opening one into the other and seeming to have
neither beginning nor end, like the River Maeander, which
returns on itself and flows now onward, now backward, in
its course to the sea. It is a subterranean rat's maze of
confusing dead-ends, deceptive detours, and lethal traps.
Toshiro stops at the threshold and stares into the
blackness.
INT. EBONY PALACE - TREASURE ROOM
Xanadu stands.

The cobra eyes on his staff glow.
XANADU

They're back.
He points his staff and the Grand Beholder zips toward the
exit door, followed by the Sentry Beholders.
Balthazar, the Captain, and Xanadu's Elite Guard take up
positions around the throne and the Ark.

114.
LABYRINTH
Toshiro removes a ball of white silk twine from his battle
robe. He ties the loose end to the door lintel. Everyone
looks at him like he's crazy.
TOSHIRO
Another Greek trick. It's our ticket
out of here.
Toshiro hands the ball to an AMAZON, then enters a long,
narrow tunnel. It is lined with armed and armored STONE
GOLEMS and METAL AUTOMATONS. And lit by SPUTTERING oil
lamps.
They descend toward the heart of the maze.
INT. EBONY PALACE - TREASURE ROOM
Balthazar places the crystal ball on a pedestal before
Xanadu.
LABYRINTH
Our heroes inch through the thick, hot air. They pass a
brick wall that looks different than the other stone walls.
Suddenly, the air is filled with LOW MOANS of horror, pain
and sorrow. An ATAMAN walking too close to the wall is cut
in half. The bloody halves are then sucked into the wall.
DEATH WALL
Toshiro and the others draw their swords and back away.
It's not a brick wall after all, but a rotting bulwark of
limbs, ribs, hands, bones, and faces twisted and fused
together. All the melded bodies of HUMANOIDS and MONSTERS
unfortunate to die within the reach of the wall. Each hand
holds a weapon and is watched over by a single eye.
A SHEIK steps forward and challenges a cadaverous arm.
He's immediately set upon by every weapon in the wall and
veg-o-maticked into a thick bloody mist.
TREASURE ROOM
We see the Sheik's demise in the crystal ball, around which
stand Xanadu, Balthazar and the Captain.
LABYRINTH
Aladdin hears an excited WHEEZING like a Tubercular patient
having an orgasm. He turns and …
A SENTRY BEHOLDER bobs up and down in a dark corner of the
passageway.

115.
Fatima hurls an axe at the Beholder, cleaving it in half.
Unfortunately, each piece transforms into yet another
BEHOLDER.
ALADDIN
So much for the element of surprise.
Toshiro consults the map in the lamplight. He leads our
crew through a number of twisting tunnels and passages.
They turn a corner and …
Their way is blocked by an AMMUT. A legendary witness at
the judging of the dead, this beast consumes the damned.
It resembles a cross between a crocodile, a lioness, and a
hippopotamus in mannish form. It has the tail and scaly
legs of the crocodile, the tubby belly and thick neck of
the hippo, and the sleek arm and head of a humanoid
lioness. It is a fat, bloated animal. The creature ROARS
a mighty roar and attacks.
It slits open two men with its raking claws. It grabs one
of the bleeding corpses and stuffs it in its maw. As it
swallows, Fatima grabs a spear from an Amazon and hurls it
through the throat of the Ammut. The beast GURGLES and
crashes to the ground.
Our heroes inch by the writhing creature and continue
through the labyrinth.
Rounding another corner, they're attacked by a pack of
WEREHYENAS. The hyenas run three MEN to ground and begin
feasting on their faces. Toshiro and Aladdin cut several
down as they leap. As they die, they return to their HUMAN
FORM. Fatima fires a flaming arrow at the LEAD DOG. It
turns and runs, followed by the rest of the YELPING pack.
TREASURE ROOM
Xanadu stands at a pulpit, orchestrating wave after wave of
real and imagined horrors and nightmares. He's a genuine
Bernstein of bad shit.
LABYRINTH
A CHAGGRIN materializes. It's a Grue from the plane of
elemental earth. And then a HARGINN, or flame horror. And
an ILDRISS, or wind terror. And a VARRDIG, or fluid brute.
Aladdin and company battle their way through Xanadu's
conjurings. They finally reach the outer portal of …
THE INNER SANCTUM
They enter a vast chamber. On the far side is the door to
the Treasure Room. The chamber begins to spin and …
An evil HOST appears.

116.
GIANTS from the desert, jungle, islands, and mountains.
Legions of GHOULS, SPECTRES, SHADOWS, ROMS (subterranean,
undead giants), SARTANIS (part giant and part enormous
crab), REVENANTS (vengeful spirits from the grave),
MINOTAURS, and TANAR'RI (winged, evil humanoids).
Led by Toshiro, Aladdin and Fatima, our heroes hack and hew
their way through wall after wall of BEASTS, CREATURES, and
HORRORS. Their hands become slippery with gore, their eyes
blinded by blood, their feet mired in muck.
They reach the other side and

Waiting for them in front of the door to the Treasure Room
is Xanadu, Balthazar, the Captain, and Xanadu's Elite
Guard.
XANADU
Lick your lips, girls.
time.

It's show

And then, all hell breaks loose.
The Sultan's men and Amazons engage the Elite Guard.
Aladdin faces off with the Captain, Fatima with Balthazar,
and Toshiro with Xanadu.
It's the last stand.

And it's every man for himself.

ALADDIN AND THE CAPTAIN
fight with sword and dagger. It's a terrible, silent
encounter in the half-light, broken only by their hoarse
PANTING and GRUNTS.
Your mother
but misses)
you.


CAPTAIN
(he feints and lunges,
has more courage than

Aladdin jumps back, confused. Suddenly, he realizes that
this is the man who killed his mother. He wades into the
fight again, like a man possessed.
ALADDIN
You will pay dearly … (sword moving
like a flail) … for what you did to
her.
The two men engage, fall to the ground, and roll.
They rise, locked in each other's arms, struggling and
slashing. Aladdin comes up wounded in the side.
They disengage, panting. Aladdin yanks the Tuareg slaver's
whip from his sash. He dangles it in front of the Captain.

117.
ALADDIN
A little taste of your own madness.
He charges and begins flaying the Captain. The Captain
turns his back. The whip shreds the shirt and the flesh
below. Aladdin's got the blood-lust. The Captain lashes
out with an arm, grabs the whip, wraps it around his arm,
and slams his elbow into Aladdin's face. Aladdin staggers.
They begin another flurry of blows. The Captain lunges,
Aladdin drops down and stabs, sinking his dagger home. The
Captain falls back. Aladdin crashes down on top of him.
And then he's dead.
the man's chest.

Aladdin stands, leaving his dagger in

Behind him, the battle rages back and forth across the
inner sanctum. The Elite Guard is beaten back toward the
Treasure Room door.
FATIMA AND BALTHAZAR
square off. Fatima brandishes a sword, discus and axe,
looking very much like Kali the Mother/Protector/Destroyer.
Balthazar carries a broadsword in his left hand and the
riding crop in his right. He SNAPS the crop in the air
between he and the Princess.
BALTHAZAR
I hoped … (fast cut and parry) …
we might see each other once more.
FATIMA
And I … (lunging, swirling attack)
… as well.
I promised
something.

BALTHAZAR
(hacking blow)

you

FATIMA
And I owed … (strike, feint, strike)
… you something in return.
Fatima throws her discus, catching Balthazar like a
thunderbolt, and he drops.
Fatima looms over Balthazar.
FATIMA
Do you know any prayers?
BALTHAZAR
I'll say them for you.
Balthazar knocks her legs out from under her with a hard
swipe of the flat of his sword. She falls.

118.
He leaps to his feet and stands over her. He runs the crop
cruelly along her cheek, drawing blood. He licks his lips,
then raises his sword to finish her.
With her last ounce of strength, Fatima grabs the crop.
She yanks hard, pulling Balthazar to the ground beside her.
She rips the crop from Balthazar's hand and wraps it around
his neck, while kneeling on his sword hand. She squeezes.
He struggles. The rubies cut into his flesh. She squeezes
harder. The rubies cut deeper. He flails. She squeezes
still harder. His eyes bulge, his tongue slathers, an
artery gushes, and he's suddenly very still.
FATIMA
The sands have run out.
Beyond her, the maelstrom swirls about the chamber.
of the Elite Guard have broken ranks and run.

Some

TOSHIRO AND XANADU
circle each other. Toshiro draws his long sword. Xanadu
extends his hand into thin air and an obsidian sword of
flame appears. He shoots several fireballs at Toshiro, who
bats them away with his sword.
TOSHIRO
Did I … (cut and parry)
your thunder?
XANADU
Do not … (presses him)
yourself, boy.

… steal

flatter

Toshiro flashes his sword around Xanadu, driving him back
toward the Treasure Room door.
XANADU
You seem stronger … (a whirling
stroke) … than when last I saw you.
No thanks
slash) …

TOSHIRO
… (parries a hellacious
to you.

Xanadu tries desperately to hold his ground, but Toshiro
forces him back.
XANADU
Perhaps I should … (slash, parry,
slash) … give that scarlet patch a
mate.
It is a scar
scarf sweep)

TOSHIRO
… (wheel stroke and
… I wear with pride.

119.
By sheer strength of will, Toshiro forces Xanadu back
toward the Throne Room. They engage, locking blades and
hands. Suddenly, Xanadu knees Toshiro in the groin.
Toshiro drops his sword and drops to his knees. Xanadu
raises his sword. Toshiro dives under his guard and grabs
him by the throat. Xanadu releases his sword. They
battle, face to face. Smashing, grappling, choking,
sneering, spitting.
TOSHIRO
Whatever it takes, father?
XANADU
All's fair


TOSHIRO

Not that.
XANADU
What, then?
You've been
garlic.

TOSHIRO
(he GASPS)

eating

With savage fury, Xanadu head-butts Toshiro in the face.
Toshiro staggers back. Xanadu scuttles backward to the
huge portal leading to the Treasure Room.
He stands a moment there, gathering strength.
his arms and …

He raises

Conjures a BLACK CLOUD OF DESTRUCTION. It's a monsoonlike, slate-black storm. Red lightning flares.
The air is suddenly thick and dark, smelling of fire and
destruction. Winds begin to HOWL. An electrical storm
CRACKLES around our crew. The sound and fury rival the
fiercest of desert sandstorms.
TREASURE ROOM
Xanadu bolts into the room and SLAMS the door behind. He
strides to the Ark and touches the lamp where it rests. He
rubs it and Hannibal appears.
HANNIBAL
Most happy to serve …
Hannibal suddenly realizes who's rubbed the lamp and he's
not happy.
HANNIBAL
Genie like wet hen. Pretty pissed
off.

120.
XANADU
I feel for you, but I can't reach you.
HANNIBAL
What you want?
XANADU
It is my wish that you kill Aladdin
and all who stand with him.
Hannibal hesitates.
Slave …
it is I.
Your wish

XANADU
you have but one master and
HANNIBAL
my command.

And Hannibal transforms himself into a mean, green, lethal
fighting machine.
INNER SANCTUM
The Treasure Room door EXPLODES open. And out steps
Hannibal. Fifty feet tall and bullet proof. The Black
Storm shrinks before his majesty.
Hannibal boy?

ALADDIN
Is that you?

The Genie points at Aladdin.
HANNIBAL
(BOOMS)
Nirvana awaits, slipper-wearer.
Toshiro and Fatima step up next to Aladdin.
their swords to the floor.

They point

FATIMA
Hannibal, you cannot do this. The
Wizard is all that you despise.
TOSHIRO
And we are all that you aspire to.
HANNIBAL
Appreciate sentiment, but
(BOOMS)
Your time has come today.

ALADDIN
He will never grant you your freedom.
HANNIBAL
Good point

121.
ALADDIN
I will.
HANNIBAL

and true.

Hannibal shrinks back down to his original dimensions and
approaches our heroes.
HANNIBAL
Hannibal like Beltway politician …
make big mistake. Do before think.
XANADU
Not so fast.
Xanadu exits through the Treasure Room portal and into the
light of the Inner Sanctum. He holds the lamp.
Slave

XANADU
return to the lamp.

HANNIBAL
Good intentions sometimes go bad.
Hannibal shrugs his shoulders, turns into a swirling
sandstorm and funnels down into the lamp.
TOSHIRO
Your time is running out, Wizard.
XANADU
I'm just getting started.
Xanadu moves aside. Shackled and manacled, Arthur and
Othello trudge through the portal. Prodded by the
remaining members of the Elite Guard. Behind them, they
drag something in rags that looks vaguely human.
XANADU
I have a few more cards left up my
sleeve.
Xanadu forces Arthur and Othello to their knees.
XANADU
Perhaps we can do a little oldfashioned horse trading.
OTHELLO
Do not. I wouldst die before being
the reason this jackal lived.
Arthur throws Othello another of those Stan Laurel, hangdog looks.

122.
ARTHUR
Aye, me too.
Xanadu levels them both with a whack to the back of their
necks with his staff.
XANADU
Enough of this nauseating, selfsacrificing loyalty.
He grabs the lump of rags and kicks it forward.
XANADU
This card you cannot ignore.
He rips the slimy rags from the face of the thing and

ALADDIN
Mother!
And you thought she was dead.
She tries to crawl to her son, but Xanadu clubs her flat to
the ground. He points his staff at her and …
Suddenly, the palace begins to shake, rattle, and roll.
It's all about to tumble down around the power-mad Wizard.
Startled and shaken, Xanadu stumbles back through the
portal and inside the Treasure Room.
TREASURE ROOM
Xanadu dashes up to the Ark, swaying like the Transamerica
Pyramid during the Loma Prieta quake. He tries to fit the
lamp back inside the Ark. Twisting and yawing crazily,
it's just not the same size anymore. The mad look in his
eyes tells us he's not going to quit until it's done. He
hears a sickening GROAN and CRACK. He looks up just as …
The very top of the Ark breaks loose and crashes down upon
Xanadu, crushing him. All that we can see among the rubble
is his clutching hand, reaching for the lamp that has
rolled away and clear of the debris.
Our heroes stumble into the Treasure Room. Aladdin scoops
up the lamp. Toshiro stares at what's left of his father.
He spits on the writhing, grasping hand.
Aladdin rubs the lamp and Hannibal appears.
holds the lamp and smiles.
Master.

He sees who

HANNIBAL
So nice to see again.

ALADDIN
Bad time for hellos. Good time to go.

123.
HANNIBAL
Smoke 'em if you got 'em.
Hannibal bows, snaps his fingers and his magic carpet
appears. The CREAKING and RUMBLING increase. The palace
starts to break apart.
Aladdin and Fatima help his mother onto the carpet, then
Fatima hops on board. Othello gives Arthur a leg up and
jumps up behind him. Aladdin turns to Toshiro.
ALADDIN
(SHOUTING above the
din)
Let's roll.
I told you.

TOSHIRO
I get air sick.
ALADDIN

Get over it.
Aladdin grabs his friend, tosses him aboard, and leaps on
beside him.
Hannibal zooms the carpet out of the Treasure Room, across
the inner sanctum and back along the hallways and tunnels,
following the white, silk thread laid so carefully on their
way in. The remnants of the Sultan's men and Amazons do
the same.
As they fly, EXPLOSIONS and fire nip at their heels.
The ceiling suddenly cracks open ahead of them and Hannibal
pulls the carpet into a steep climb. Toshiro turns white.
Everyone else holds on for dear life.
EXT. EBONY PALACE
The carpet clears the palace. At last, they can see the
true source of all the destruction.
The Sultan's armada pounds the palace from the sea.
fleet of airships bombards from the sky.
And the ground troops storm from the desert.
easier than this.

The

Saddam had it

EXT. DESERT - LAND LIGHTHOUSE
Hannibal circles the beacon once, then sets the flying
carpet down. Everyone stands to watch the final assault on
the palace.
EXT. ROYAL BARGE
The Sultan signals and

124.
The Ebony Palace vaporizes under the barrage.
EXT. DESERT - LAND LIGHTHOUSE
Our heroes CHEER, clap each other on the backs, and there's
hugs all around.
The lamp sits unattended behind them on the flying carpet.
Quietly, a bony, singed HAND creeps toward the lamp and
grabs it.
VOICE (O.S.)
(stuttering HISS)
As they say. It ain't over till it's
over.
Everyone turns and

A badly charred and disfigured Xanadu holds the lamp.
XANADU
You miserable wretches. You thought
you could beat me. No one can
outsmart the Great Xanadu.
ALADDIN
The way I see it, Great.
already has.

Someone

FATIMA
You're in second place.
OTHELLO
And that makest thou the first loser.
XANADU
(CROAKS)
Who's in first?
ARTHUR
He ist.
Arthur points to Hannibal.
TOSHIRO
And always will be.
Toshiro crosses his arms and glares at the man who should
have been his father.
XANADU
Not for long.
The Sorcerer holds the lamp at arm's length before him.
XANADU
Slave, I want my third and final wish.

125.
HANNIBAL
Most unfortunate. Hannibal still
slave of lamp. Bad dude remain pilot
of Genie's soul.
I wish
Genie.

XANADU
to be an all powerful

HANNIBAL
(suddenly all smiles)
Most happy to cross that bridge.
Hannibal executes a very theatrical bow.
Everyone smiles at Aladdin's trickery.
Suddenly, Xanadu looks at the lamp and realizes his
mistake.
No, wait.

XANADU
I meant …

Hannibal fires a lightning bolt at Xanadu and turns him
into a Djinn. The lamp flies into the air and Aladdin
snags it.
ALADDIN
Slave, return to the lamp.
And Xanadu disappears in a puff of black smoke. The lamp
rocks and rolls in Aladdin's hands and we can hear the
MUFFLED PROTESTS of the Wizard inside the lamp.
TOSHIRO
You are a clever lad.
HANNIBAL
Too smart goose sometime get own self
cooked.
FATIMA
Over, at last.
HANNIBAL
Excuse, please. No leave unfinished
business. Aladdin have one wish to
go.
ALADDIN
And my own promise to keep.
ARTHUR
Thou canst rule the universe.
OTHELLO
With a lovely Princess at thy side.

126.
ALADDIN
I could. But, I must trust my heart.
And my friends. So, with my last wish
… I free you, Hannibal.
There is a flash and a shower of sparkling rain cascades
around Hannibal, transforming him into a true human being,
looking even more like Charlie Chan.
HANNIBAL
Free at last. Great Allah almighty,
Hannibal free at last. A thousand and
one thank yous, young master.
Aladdin gives him that "Don't use that word again" frown,
then smiles.
ALADDIN
You are your own master now.
Fatima walks up to Aladdin.
FATIMA
What of us?
ALADDIN
I will do as your father bids.
FATIMA
I told you before, I make all the hard
calls in this family.
She takes him in her arms and they kiss.
INT. IMPERIAL CITY - SULTAN'S PALACE - CENTRAL COURT
A lavish celebration feast is being held. The Sultan and
his subjects honor Aladdin and his comrades-in-arms.
The Sultan sits in his throne. Standing to his right side
is Fatima wearing a beautiful (though still somewhat
martial) gown. To his left is Aladdin's mother, who makes
goo-goo eyes at the Sultan. He blushes and looks away.
Aladdin, Toshiro, Arthur, Othello, and Hannibal approach
the throne down a long, flower-strewn aisle. CITIZENS and
SOLDIERS CHEER them. We hear the joyous CLANGING of bells.
From a distance, we hear the enthusiastic ROAR of the
people outside.
Our heroes stop at the foot of the throne. Fatima descends
to meet them. She takes Aladdin by the hand and places a
ring around his finger. Aladdin looks up at the Sultan and
his mother. They smile back benignly.
FATIMA
Told you so.

127.
Fatima steps to Toshiro.
flute.

She presents him with a silver

FATIMA
So that you may play a song of peace.
He takes it and bows.
FATIMA
What are your plans, Toshiro?
TOSHIRO
I have much to do to step from the
shadow of my father and atone for the
damage done.
FATIMA
Will you return?
TOSHIRO
Someday.
FATIMA
A speedy journey, then.
She moves to Othello.

She hands him a crystal ball.

FATIMA
To give you the wisdom to lead.
She gives Arthur a sword of Toledo steel.
FATIMA
To slay fear in all its forms.
She hands Hannibal a diamond lamp.
FATIMA
To remind you where you came from.
Othello, Arthur and Hannibal kneel as one.
FATIMA
I am honored that you will remain to
serve Aladdin and I.
OTHELLO
We have comest too far to part now.
Arthur rubs his left arm.
ARTHUR
I must keepest my eye on him.

128.
HANNIBAL
Hannibal like water-boy. Just happy
to be part of team, mistress and
master.
Fatima and Aladdin give him that look and they all LAUGH.
The Sultan steps down and faces Aladdin.
SULTAN
My first command to you, young man

As the Sultan speaks, the bells break out in triumphant
CLAMOR.

SULTAN
is to marry my one and only child.

Aladdin's comrades lead the assembled mass in a terrific
CHEER. The bells RING out.
ALADDIN
NYT.
Aladdin and Fatima step together, embrace and kiss. As the
CHEERS and PEALING of the bells blend with the joyous
MUSIC, all turn to face the throng.
SCHEHERAZADE (V.O.)
That was one long night.
(she EXHALES)
There is nothing so strange it cannot
be true, and no story so unlikely it
cannot be told. No story is a lie,
for a tale is a bridge that leads to
the truth.
At the far end of the court appears an APPARITION. Lame
Duck and Mustapha stand there, as well as Toshiro's mother.
They salute the conquering heroes.
SCHEHERAZADE (V.O.)
There are three kinds of people in
this world. The first learn from
their own experience. They are the
wise. The second learn from the
experience of others. These are the
happy. The third learn nothing at
all. These are the fools.
Othello holds up his crystal ball and we move inside it.
We move around and through the Silver Palace, its grounds
and surroundings.

129.
SCHEHERAZADE (V.O.)
This has been the story of all
stories. The wise will understand it.
The happy will take delight in it.
The fools will be bamboozled by it.
As we fly away, we see that it, too, is encased in a glass
orb filled with water and grains of sand.
SCHEHERAZADE (V.O.)
Which shall you be?
A charred HAND reaches into frame. It turns the orb upside
down, turns it back over, and sets it down again. Grains
of sand slowly float down around the palace.
Off-screen, we hear malevolent LAUGHTER boom.
FADE OUT:

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