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( sobbing quietly )

( guns booming in distance )

Ah, very good. Excellent.

Mrs. Osborne not coming?

No, monsieur.

All the time she is weeping

for her poor husband.

Good Lord.

No need for that.

Perhaps she will have every need.

The army of the duke is broken, milord.

Napoleon will be here in Brussels in three days

and then it will go very bad for any English.

Nonsense!

The duke is going to beat the emperor

as he's beaten all his generals.

Bring me my frogged coat and cap, sir.

I'll see what's what.

Perhaps milord had

better not wear the military coat.

I think it's too dangerous.

Silence, sirrah!

( bell rings )

Mr. Sedley, are you preparing

to join the army?

Is there to be

nobody left here in Brussels

to protect us poor women?

No, no.

Though I am tempted, ma'am.

I've seen a little service in India, you know

but nothing on this grand scale.

Oh, please, sir.

I beg and entreat you not to fly from us.

You don't know what we women suffer.

I say, you know, I should like to go

but my duty keeps me here.

I couldn't leave poor Emmy.

do you see?

that is noble of you.

Yes.

You have a heart

after all.

I was so frightened

that if the worst were to befall...

I have my barouche, ma'am

and there will always be a place in it for you.

( dishes clattering )

But...

we are forgetting your poor sister.

How does she bear up?

Oh, ah, not so bad, considering.

I must go to her.

That coat is too tight for monsieur.

( cannons booming in distance )

( door opens )

Emmy!

I couldn't rest till I knew how you were.

That's better.

Dearest, you're not well.

Are you well?

I dare say you are.

You don't love your husband.

You wouldn't be here now if you did.

But I came as your friend.

My "friend"?

Why did you come between my love and me?

Emmy, I've done you no wrong.

You may not have succeeded, but you tried.

I knew he would come back to me.

I knew you couldn't keep him from me for long.

But, oh, Becky

why did you have to make me so wretched?

I'm quite innocent.

And now he is gone.

He was here.

He sat here on this sofa.

Don't touch it!

I was on his knee

and my arms were around his neck.

He will come back, my dear.

( cannon booming in distance )

Oh, Mrs. O'Dowd, were you on your way

to see Mrs. Osborne?

Mrs. Crawley, is it?

Well, I wasn't.

But was she asking for me?

She's very unwell.

I think there should be someone with her.

Good morning to you, madam.

I'm glad to see you looking so cheerful.

Not that you'll cry your eyes out with grief anyway.

( people clamoring )

Bareacres, you amaze me.

What use is a carriage without horses?

Lady Bareacres' compliments, ma'am.

Lady Bareacres understands

that Mrs. Crawley has some horses at her disposal

and desires to know the price of the same, ma'am.

Indeed.

Well, you can take Mrs. Crawley's compliments

to your mistress and tell her

it 's not Mrs. Crawley 's custom

to transact business with ladies ' maids.

What?

Madam la Comtesse Bareacres, madam.

So kind of you to receive me, Mrs. Crawley.

I understand that you have horses at your disposal.

I have.

I wish to purchase them.

You may name your own price, madam.

Money is no object.

And... and as a mark of my gratitude

the earl and I would be very happy to receive you

at Bareacres house on our return to England.

Yes

I'm sure you would, but I don't care

to sell my horses to you, Lady Bareacres.

What?

You have cut me

at the opera and at the ball and in the street.

I wouldn't sell you my horses

not even for those huge great diamonds

your ladyship wore at the ball.

I wouldn't give much for your ladyship's chances

of getting them safe back to England.

Woman, I will have those horses!

( chuckles )

Oh, excuse me laughing.

I just can't help it.

Ah, Mrs. O'Dowd, have you heard any news?

Salaud! Les Anglais. Allez vous en !

Oh, Lord.

Take no notice of them, Mr. Sedley.

Takes more than a few hooligans

to beat the British Army.

My sentiments exactly, ma'am.

Allez vous en !

JOS: Oh, marvelous.

O'DOWD: You must try to bear up, Mrs. Osborne, my dear.

For he mustn't find you ill

when he sends for you after the victory.

JOS: Victory.

I know I'm very weak.

Try the soup at least, Emmy.

It looks very good.

Take a little wine.

You're very good and kind, Joseph

But if you please

I think I'll stay in my room today.

MRS. O'DOWD: Well, we'll not waste it, Mr. Sedley.

'Tis but a bad dinner our poor boys will get this day.

Yes, indeed.

And here's to brave O'Dowd and his 130th.

( cannons booming )

Fill Mrs. O'Dowd's glass, Isidor.

( loud explosion nearby )

( shrapnel clattering on roof )

Oh, dear!

( door opens, crowd clamoring outside )

HUSSAR: Isidor!

Isidor!

Isidor!

Frederic!

Oh, mon dieu !

It is all over, milord.

What?

Milord Duke is a prisoner.

This man is the only one

to escape.

The cavalry, shot to pieces

by the French guns at Quatre Bras.

And the 130th?

All dead, monsieur.

C 'est fini .

Dead?

Oh, God!

La pauvre madame !

( footsteps departing )

I don't believe a word of it.

I think this fellow took to his heels

at the sound of the first shot.

Isidor, fetch me some horses and set up my carriage!

We must leave for the coast immediately!

If the French have broken through

how come we've seen none of the devils in town yet?

JOS: Isidor! Isidor!

MAN: Vi ve la France !

Vi ve Napoleon !

( speaking French )

On bas les Anglais.

On bas les Anglais.

( humming "La Marseillaise")

( footsteps on stairway )

Did you get any?

Helas, milord. Je suis desole.

No horses to be found

so we have to stay here.

Oh, good God, man!

You're useless!

I'll find some myself.

We must fly or die.

If milord goes out, en chapeau mili taire

with the whiskers, they will take you

for an English officer, milord.

I suppose.

Oh, Lor...

I wish I never...

Coupez.

Coupez-moi !

Isidor, vi te, vi te !

( crowd shouting )

Vi ve la France !

Vi ve Napoleon !

( praying )

Chevaux.

Chevaux.

Chevaux.

Uh, Monsieur, uh, uh, Chevaux. . . ?

Vi ve la France.

Chevaux! We need horses.

Mr. Sedley.

Up here.

I've got some horses.

My dear Mrs. Crawley...

how can I ever thank you?

But are you really going to flee?

I thought you were champion of all the ladies.

I... I...

I'm not a military man, you know.

But Amelia... surely you wouldn't desert her?

Well, no.

Of course not.

But you see, I've heard that the enemy will spare the women

but they've taken a vow to give no quarter to the men...

dastardly cowards th-th-that they are.

Cowards, indeed.

Yes.

So you have horses.

Isidor will bring them up to the carriage immediately.

My horses were never in harness.

Bullfinch would kick the carriage to pieces.

Ah.

Is he quiet to ride?

Would he be up to my weight, do you think?

He'd think he had a feather on his back.

I'll take him.

I'm afraid I'm going to have to charge you rather a lot.

Anything, anything.

Money is nothing to me, ma'am.

My horses are all I have in the world, you see.

Yes, yes.

I understand perfectly.

That's good.

�600.

Each.

Mr. Sedley, are you there?

Wh-who are you?

What do you want?

Ensign stubble, sir.

Osborne and Dobbin said I was to be taken in here.

Isidor.

It was a desperate action.

I was never in a battle before

and I never knew...

Shh.

I never imagined it could...

Shh.

I carried the colors, you know.

They said I did well.

We thought we'd lost O'Dowd

but it was only his horse was killed.

I saw him, ma'am.

He was sitting on the carcass drinking brandy from his flask.

Oh, that's O'Dowd.

And Captain Osborne... quite unhurt?

Stubble: not a scratch, ma'am.

Captain Dobbin took a cut to the shoulder.

Not too bad, for he carried me all the way to the surgeon.

Made me promise to tell you, ma'am

that Captain Osborne is well, and we won the day.

Well, then it's all over.

They're all coming home.

Oh, no, ma'am.

Now they go on to meet Napoleon's main force...

Under the emperor himself...

at Waterloo.

( Jos moans )

I can't stand this anymore.

I won't stand it.

You must...

you must come with me.

I bought you a horse...

never mind at what price.

But you must get dressed and come with me.

You can ride behind Isidor.

Mr. Sedley, do I hear you right?

Do you intend to run away?

I must think of my sister's safety, ma'am.

And my own.

God forgive me, Mr. Sedley.

You're nothing better than a coward.

You won't leave me, will you, Mrs. O'Dowd?

No, my pet.

Never you fear.

I don't budge until I get the word from Mick.

A pretty figure I'd look, wouldn't I

stuck behind that chap

on a pillion?

I don't ask her.

I don't ask that Irishwoman.

I am asking you, Amelia.

Now, will you come?

Without my husband, Joseph?

Good-bye, then.

All right.

I'm up.

Let's go.

Will you look at him go.

( explosion )

God be with our brave boys today.

( explosion )

MAN: Vi ve la France !

ALL: Vi ve la France !

MAN: Ready!

Ready, lads.

( drums beating )

Fire!

Reload!

Help him, Thomas.

Step in, Phillips.

En avance !

Charge!

( church bell ringing )

( women weeping )

Where is he, Dobbin?

He...

he died a hero's death, Emmy.

What do I care for that?

I want him here.

I want him here!

I have nothing to say to you, sir.

Better men than you are dead.

Yes, sir...

and I want to speak to you about one of them.

I am the executor of his will.

Are you aware how small his means were...

and how pitifully little his widow has to live on?

I don't know his widow, sir.

let her get back to her father.

Sir... she will be a mother soon.

Will she, damn her?

Surely you wouldn't make the child suffer

for the father's offense.

Don't take that line with me, sir.

No father in all England could be more generous than me.

It was his fault...

and now he must bear the consequence for it.

I bid you good day, sir.

"And so, my dear Aunt

"I remain your most dutiful and affectionate nephew

Rawdon Crawley."

"Dutiful and affectionate."

Stuff and nonsense!

He could have allied himself

with one of the best families in England.

He could have had half my money

or his children could.

Instead of that, he's a doomed pauper

with a... dancing girl for a wife.

But he was mentioned in dispatches, ma'am

as a very gallant officer

and I believe he truly is.

It is a most affectionate letter.

Ha! Briggs, you're a goose.

She wrote the letter.

The spelling's too good for Rawdon.

( groaning )

He mentions a certain interesting event

which is impending.

What could that be?

Lord save us.

She's going to have a child, you ninny.

Oh, what joy!

And they see it as an occasion

for getting money out of me.

That's all you think of, all of you!

No, ma'am.

My dear aunt, allow me to introduce my fiancee

Lady Jane Sheepshanks

daughter of the late Earl of Southdown.

Very good of you, my dear

to come and console a poor, sick, lonely old woman.

( sighing ): So...

Pitt, you're getting fat.

How's your father?

Bearing up, Aunt, bearing up.

I hear he drinks himself silly

every night with his butler Horrocks

and offers God knows what indecencies to Horrocks' girl

which she's glad enough to put up with.

Aunt... please.

Just so long as he doesn't

marry her and rob you of your inheritance, eh?

( chuckles softly )

I'm sure young Pitt here

has told you he'll inherit Queen's Crawley

so he's hoping he'll get my fortune, too

and he'll be able to set the old house to rights

and cut a fine figure in court.

But I expect he's told you all this

has he not?

Well, no.

Well, I-I mean...

he has...

uh...

Oh... never mind.

It's just

he's such a dull dog.

Don't even play piquet.

You know... I long for a few hands of piquet.

Uh, Miss Crawley...

Hmm?

I play a little.

I used to play a little

with poor dear Papa.

( laughing ): Oh... come and kiss me.

( coughing )

Come and kiss me this instant

you dear good little soul.

Now, let me whisper you a secret.

I've made a new will in Pitt's favor after all.

He's going to get the lot.

Look at his face.

( coughing )

( coughing ): Some... cherry brandy.

( hacking )

RAGGLES: Be careful, ma'am.

( gagging )

Miss Crawley...

Miss Crawley... ( coughing )

Matilda...

( gags )

Perhaps we should send for a physician?

( sobbing )

RAWDON: 100 pounds.

That's less than I might win or lose in a single evening.

And Briggs pensioned off with 600 a year.

That mealymouthed Pitt.

He must have wheedled her somehow.

I'd like to give the fellow a damn good hiding.

( baby whimpering )

Oh, I'm sorry, little fellow.

Hey...

get over here.

That's it.

Little Rawdy, your pa's a pauper.

( chuckles )

Your ma will think of something.

How shall we manage, Beck?

There are ways.

( baby whimpering )

( gurgles )

What a fine, strong boy you are, little Georgie.

Isn't he?

That's your godfather, Georgie

and you must always be good

for his sake.

Shall you be away for very long?

Well, the regiment quarters

in Calcutta

for I don't know how long.

But you will write to me there, won't you?

Yes, of course.

I'll write to you about Georgie.

Dear William, how kind you have been

to him and to me.

Amelia...

( baby whimpering )

if you need anything

please don't hesitate.

The post is slow, but one word with my sister...

Oh, yes

I should be most happy to assist in any way.

No necessity for that, sir.

We Sedleys are not paupers yet.

My son, the collector of Bogley Wollah

takes care of that.

Oh, my dear sir, I didn't mean...

And I myself am now an accredited agent for the supply

of coals and fine Madeira wines.

If you wish to be of service

you might avail yourself of the opportunity

to introduce the same to your military acquaintance.

I fear there's not the demand for coals in India, sir...

but fine Madeira wine, perhaps.

Well, I ask no favors, major Dobbin.

MRS. SEDLEY: please, John.

Major Dobbin will do what he can, I'm sure.

I'll say good-bye, then.

God bless you, William.

God bless you, Amelia.

Damn good night's sport, eh?

I'm going to look in on the little fellow.

Rawdy, what do you think nursemaids are for?

I had a hundred off Blackstone in the billiard room.

"Goddamn me, Crawley," he said,

"I shall never fathom

how the luck always turns your way on the very last ball."

( chuckling )

Man's a fool.

I saw you and little green in the card room.

Yes. 150.

Had to take his I.O.U.

His father had better be good for it

or I'll have him blackballed.

Oh, thank you.

You know, Carruthers wouldn't play.

"Crawley, you're n... you're nothing but a...

( stammering ): but a..."

Then he stopped.

I'd have called him out and shot him

and he knew it, too.

( pounding on door )

MAN: Open up in the name of the law!

You go next door. I'll get rid of them.

You're our only source of income, Rawdon.

I'll take care of it.

I think we'll have to force it, lads.

Trust me.

Gentlemen.

It's the colonel we're after, ma'am.

I'm sure you won't mind dealing with me.

Not getting any easier, is it, Beck?

Time to take stock, my love.

Your talents are too well known in military circles.

( chuckles softly )

I think you must sell out of the guards, Rawdy.

Sell out?

I've just been made colonel.

You can still be Colonel Crawley on half pay.

I think it's time for us

to take our place in high society...

move out of this kennel

and take a nice little house in Mayfair.

On what?

Lots of people live well on nothing a year, Rawdy.

Why shouldn't we?

Very honored, Colonel.

Very honored, ma'am.

Very great pleasure to be of service to the family.

You've done very well for yourself, Mr. Raggles.

I always thought of this more of an investment.

I've always been more comfortable

belowstairs, sir.

So when your good lady said

you was looking for a place to rent...

We'll need new furniture, Mr. Raggles.

We will, madam?

Yes...

yes, of course, as your ladyship chooses.

How can a man be such a fool, eh?

All men are fools

one way or the other...

except you, Rawdy, my love.

Raggles is the sort of fool who loves

to serve great folk.

The longer he has to wait for his rent

the more he'll admire us

and soon he'll have sunk so much money and hope in us

he'll have to hang on.

And best of all

we have a house where we can invite people

people of influence...

people like Lord Steyne.

" A man and a woman are the fox and the bird "

" But the woman is a fox, I beg perhaps you haven't heard "

" The man it is who chirps and chirps "

" But never does a thing "

" While a woman is the crafty one "

" Who makes the poor bird sing... "

MAN 1 ( whispering ): She's a damned fine woman.

MAN 2 ( whispering ): My Lord Steyne certainly thinks she is.

MAN 1: She could have any man in the room.

Steyne wouldn't stand for it.

To say nothing of the husband.

Oh, Crawley's in on the game, ain't he?

MAN 2: Why don't you ask him?

MAN 1: And risk a horsewhipping

or a bullet in the heart?

( laughing ): No thanks, old boy.

Some mysteries are best left unsolved.

Becky: " La de da da da da da "

" La de da da da da da "

" La de da da da da da "

" La da de da da da da... "

Oh, my ace

to your queen, sir, and the rubber.

( music ends )

Bravo...

bravo!

Delightful.

Your wife's quite... captivating, Colonel Crawley.

Becky always sings well, sir.

May we prevail upon you?

One more.

For you?

( piano introduction playing )

" This cold flinty heart, it is you who have warmed "

" You wakened my passions, my senses have charmed... "

( music stops )

Rawdy, why are you

out of bed?

Come on, lad, up to bed.

This is no place for you.

( chuckling )

You treat him very hard, Becky.

Some women aren't as motherly as others, Rawdon.

( sighs exasperatedly )

Don't be angry.

It's taken so long to get Steyne here.

We need him.

If you want Rawdy to be spoiled

You must spoil him yourself.

Head up, back straight.

Keep those hands still.

Colonel in chief of the light cavalry, what?

Go on, keep her going.

I say, Rawdy, look, there's another young chap.

I'll wager anything

he'd like to be in your shoes.

( birds chirping )

Mrs. Osborne?

How do you do?

Pleasure to clap eyes on you.

I'm surprised Rawdy and I haven't seen you here before.

Yes, yes, we are often here.

This must be the young colonel.

And how's he?

Very well, ma'am- thank you.

RAWDON: And this young gentleman looks about Rawdy's age.

I say, would he like a ride on the pony?

Eh? Would you, lad?

I should say.

May I, ma?

Come on.

And...

up.

Now, hold tight...

round the waist.

That's it.

( laughing )

Okay, you got him?

A widower?

Oh, no.

He's married to someone who used to be my best friend.

I haven't seen her for some years.

Guess who I saw in the park today?

Rawdon...

Little Mrs. George Osborne and her son.

Looks just like his father.

Rawdon...

Cockney dandy.

( chuckles )

Your father's ill.

Oh, good God.

Horrocks?

As ever was, sir.

My daughter, sir...

Miss Horrocks, we calls her.

This way, sir and madam.

This way.

I'm not dead yet.

Not quite.

How do, my dear?

Come and give old Pitt a kiss

like a good little gal.

( gasps lightly )

Ah, well...

That'll do.

What are you staring at?

Go and get a glass of malmsey

and a cake for Lady Jane.

Go on.

( door latches )

They're bleeding me dry, them two...

sucking me like...

maggots.

Here...

I'll give you something pretty

to go to court in.

Here, take that.

Belonged to my mother.

That's one thing she won't get.

Put them away, quick!

Thank you, sir.

Quick, quick, before she sees them!

That's the way.

I'm getting very old.

I shan't be here much longer.

I'm glad you came.

You'll get what you want soon enough, Pitt.

There are a great many improvements to be made...

and I shall make them.

It is my intention

that Queens Crawley shall be a model

for all landed gentlemen to follow

and as I am head of the family now

it is my intention to behave in a generous and forgiving way

to all my relatives.

I intend to invite my brother Rawdon

to Queens Crawley.

And...

and... Mrs. Rawdon?

Mrs. Rawdon must, of course, be asked.

So, my dear, if, uh... if you would...

My dear brother...

The melancholy intelligence which it was my duty

to convey to my family

must have long been anticipated...

by your good self.

BECKY: Lord, it seems an age

since I was last in this carriage...

just a little governess

on my firstjourney into the world.

( chuckles )

That can't be Polly Tallboys, can it?

What a mangy little urchin she used to be.

( clears throat )

Damn fine girl.

Hello- there's old Mother Lock.

How do you do, Mrs. Lock?

Blast me, but how these old birds last, eh?

She was 100 when I was your age.

Rawdon...

Good to see you again.

And Mrs. Crawley, too.

It's a long time since I was here.

I remember your pamphlet on malt ever so well.

Really?

Lady Jane...

You're very welcome, Rebecca.

And is this

little Rawdon?

What a fine boy.

Very like his father.

Colonel Crawley?

Oh, Rawdon ...

Please.

W-we're all family now.

So...

There.

( laughing )

( chuckling )

Mrs. Bute is looking at me

in a most particular way, and I can't think why...

Really?

But I forgive her.

I forgive you all...

And as to the money, between the two of us

I think you'll make far better use of it

than Rawdon ever could.

Well...

That-that's very...

My friend, Lord Steyne, has a very high opinion

of Sir Pitt Crawley.

He looks for great things from you

in parliament, he says.

You know Lord Steyne?

Very well...

and I know he's eager to know you very well, Sir Pitt.

Really?

Well, um, Rebecca

may I... help you to a-a small bird?

I hope you intend to open up the old house

in Great Gaunt Street.

If you are in town

I shall be able to see you

so much more often.

Yes.

And Lady Jane, of course.

Such a sweet, good woman.

I love her dearly already.

How do you like Queens Crawley

my little man?

I like it very well, sir.

Why is that, pray?

Well, because I have to eat in the kitchen

when I'm at home.

( laughing ): Oh, you little fibber.

Come here this minute and kiss your mother, sir.

( murmuring and chuckling )

Mind your tongue, you little fool.

Now go back to your place.

What would we women be without our children?

( chuckling )

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