A German staff car with Gestapo men pulls up in front of the D.E.F. and arrests Schindler in his factory office. He warns them of the risk: "I'm not saying you'll regret it, but you might. You should be aware of that." Klonowska moves to make the necessary phone calls to help release him from a short stay in the Krakow prison. In his cell, he tells his imprisoned cellmate the reason for his arrest:

I violated the Race and Resettlement Act. Though I doubt anyone can point out the actual provision to me. I kissed a Jewish girl.

In an office of the prison, Goeth defends the racial improprieties of Schindler's action to a stiff-faced SS colonel behind the desk, vacillating between joking, serious rationalization, and bribery tactics:

He likes women. He likes good-looking women. He sees a beautiful woman - he doesn't think. He has so many women. They love him, yeah, they love him. I mean, he's married, yeah, but... All right, she was Jewish, he shouldn't have done it, but you didn't see this girl. I saw this girl. This girl was, wuff, very good-looking. They cast a spell on you, you know, the Jews. When you work closely with them like I do, you see this. They have this power, it's like a virus. Some of my men are infected with this virus. They should be pitied, not punished. They should receive treatment, because this is as real as typhus. I see this all the time. It's a matter of money, hmm?

Schindler is eventually released due to SS Colonel Scherner's intercession, and then told about future extermination policies for all Jews: "God forbid you ever get a real taste for Jewish skirt - there's no future in it. No future. They don't have a future. And that's not just good old-fashioned Jew-hating talk. It's policy now."

In Krakow, what appears to be falling and raining from the sky is not snow, but macabre flakes of ash (cinders of flesh and bone) from the burning pyres of bodies.

Department D orders Goeth to exhume and incinerate the bodies of more than 10,000 Jews killed at Plaszow and the Krakow Ghetto massacre.

Billowing smoke and flames roar from the apocalyptic inferno consuming the thousands of victims of the Ghetto massacre and the Plaszow camp. [The Nazis are covering up the evidence of the slaughter of Jews in the Krakow ghetto by digging up all the corpses and incinerating them in pits.] Their decomposed bodies are exhumed from the mass graves in the earth and placed on conveyor belts to be dumped onto enormous, raging pyres. Wheelbarrows of corpses are trundled along by workers who mask themselves to prevent gagging. One of the SS officers, with eyes ablaze, fires madly at the burning corpses on a massive pyramid of bodies. Feeling overworked and unfairly burdened, Goeth whines piteously, fearing his days are numbered due to a scheduled evacuation: "The party's over, Oskar. They're closing us down, sending everybody to Auschwitz...As soon as I can arrange the shipments, maybe 30, 40 days. That ought to be fun." Schindler glimpses one of the wheelbarrows which holds the red-coated corpse of the little girl seen running between buildings during the Ghetto massacre.

In Stern's office in Plaszow, both he and Schindler feel resigned to their fates. Schindler reassures his beloved accountant that he will make sure that he receives "special treatment." Stern demurs, mentioning that "special treatment" is the euphemistic term, being used more frequently in directives from Berlin, to send Jews to death camps. Schindler changes the wording to "preferential treatment...we have to invent a whole new language?" Defeated and weary, Schindler knows he will lose his Jewish workers, and he has lost the desire to revive the business with Polish workers:

Schindler: I'm going home. I've done what I came here for. I've got more money than any man can spend in a lifetime. Someday this is all going to end, you know. I was going to say we'll have a drink then.
Stern: I think I'd better have it now.

Unlike so many other times, Stern now accepts a glass of cognac, raises it slightly to acknowledge Schindler, and then drinks.

Schindler is on the brink of leaving with suitcases packed solid with his fortune, when his moral conscience speaks to him. Acting like a guardian angel in the major turning point in his evolution toward self-discovery, he decides to attempt to save as many people as he can with his war profiteer's fortune. Possibly due to his growing bond with Stern, Schindler is gradually transformed from a profiteer to a savior of the Jews from slaughter.

On the balcony of the villa, Schindler bargains and negotiates with Goeth to buy back his workforce, transport the workers to Brinnlitz, Czechoslovakia (his safer home town on the Polish-Czechoslovakan border), and create a military weapons factory. Cinematically, the two men are distinctly separated in two window frames. Appearing to be acting in his own economic self-interest, Schindler hides his ulterior, compassionate motives. Within his business proposition, he includes his characteristic wheeler-dealer phrase: "Everybody's happy":

Goeth: (puzzled) You want these people?
Schindler: These people, my people, I want my people.
Goeth: Who are you, Moses? Come on, what is this? Where's the money in this, where's the scam?
Schindler: It's good business.
Goeth: Yeah, it's 'good business' in your opinion. Look, you've got to move them, the equipment, everything to Czechoslovakia, pay for all that and build another camp. It doesn't make any sense...You're not telling me something.
Schindler: It's good for me. I know them, I'm familiar with them, I don't have to train them. It's good for you. I'll compensate you...It's good for the Army. You know what I'm going to make?...Artillery shells...tank shells. They need that, everybody's happy.
Goeth: Everyone's happy except me. You're probably scamming me somehow. If I'm making a hundred, you've got to be making three. And if you admit to making three, then it's four, actually. But how?
Schindler: I just told you.
Goeth: Yeah, you did, but you didn't. Yeah, all right, don't tell me, I'll go along with it. It's just irritating I can't work it out.
Schindler: Look, all you have to do is tell me what it's worth to you. What's a person worth to you?
Goeth: No, no, no, no. What's one worth to you?

The keys of Stern's typewriter crisply rap out names to create a list of the individuals (and investors) who will be saved/employed - it is Schindler's List: Dresner, Wein, Rosner, Poldek Pfefferberg, Mila Pfefferberg, Stagel, Scharf, "all the children," Lewartow, and more. The list grows from four hundred, to six hundred, to eight hundred, to almost 1,100 individuals. Schindler's Mercedes pulls up outside the villa where he takes a small valise - payments to Goeth. He is unable to convince fellow industrialist Madritsch to join together with him with his Jewish workers: "I've done all I can. No Oskar, I can't do anymore." When the list nears completion, Schindler instructs Stern:

Schindler: That's it. You can finish that page.
Stern: What did Goeth say about this? You just told him how many people you needed, and - you're not buying them. You're buying them? You're paying him for each of these names?
Schindler: If you were still working for me, I'd expect you to talk me out of it. It's costing me a fortune. Finish the page and leave one space at the bottom.
Stern: The list is an absolute good. The list is life. All around its margins lies the gulf.

With Goeth, Schindler gambles with a deck of cards in a game of Twenty-One for his maid - he proposes to put Helen's name in the last line left on the final page: "I'll never find a maid as well-trained as her in Brinnlitz. They're all country girls." Goeth's twisted affection for the girl, and his distrust of Schindler's consummate deal-making, sleight-of-hand talents, make it difficult for him to agree to a card game to decide Helen's fate:

Schindler: She's just going to Auschwitz # 2 anyway. What difference does this make?
Goeth: She's not going to Auschwitz. I'd never do that to her. No, I want her to come back to Vienna with me. I want her to come work for me there. I want to grow old with her.
Schindler: Are you mad? Amon, you can't take her to Vienna with you.
Goeth: No, of course I can't. That's what I'd like to do. What I can do, if I'm any sort of a man, is the next most merciful thing. I should take her into the woods and shoot her painlessly in the back of the head. (Goeth reconsiders the wager) What is it you said for a natural twenty-one? Fourteen thousand, eight hundred?

On the train platform at Plaszow, the workers on Schindler's List pronounce their names to clerks at folding tables. The results of Oskar's card game are implied when the final one to give her name is Helen Hirsch. The prisoners are segregated by sex into different transport trains. The men's train crosses the snowy landscape, arriving at its rural destination:

ZWITTAU-BRINNLITZ, CZECHOSLOVAKIA
OSKAR SCHINDLER'S HOMETOWN

A grinning Schindler stands on the platform, wearing a Tyrolean hat. Ignoring an SS officer, he climbs up a few steps and assures his workers: "The train with the women has already left Plaszow and will be arriving here very shortly. I know you've had a long journey, but it's only a short walk further to the factory where hot soup and bread is waiting for you. (With arms outstretched) Welcome to Brinnlitz."

However, the train with the women in cattle cars has been misdirected (due to a paperwork mistake) and is headed for Auschwitz. As they pass by the countryside, a young Polish boy smiles and gestures with a grisly, lateral swipe of his forefinger across his throat as if it were being slit - a portent of what awaits them. As their train thunders into the infamous Auschwitz camp, the stunned, confused women climb down from the railcars. Trembling from the intense cold and from fear, they are lined up. Mrs. Dresner rhetorically asks: "Where are the listmakers?" Ashes and cinders rain down from Auschwitz's crematoriums.

The hair of Schindler's women is shorn, and they are stripped naked of their clothing - and identity. In one of the film's most haunting, harrowing scenes, they tensely clutch each other in fear and shiver from the cold as they are herded into a room with shower nozzles. Expecting that they are going to be lethally gassed rather than cleansed, they hyperventilate and cringe - hysterical as they stare up at the ominous, menacing shower heads. When the lights go out, they collectively scream and huddle together, but then water comes out of one shower fixture, and then others, and they weep with relief when they realize they are in the delousing plant of Auschwitz and not the gas chamber. After being dressed, they are brought through the camp, past other lines of Jews destined for death after descending into another building with gas chambers - next to the crematorium with a belching chimney stack.

A doctor representing the notorious Josef Mengele (Daniel Del Ponte) moves along the rows of women the next day, pausing to ask an ironically-endearing question of the elderly ones: "How old are you, Mother?" Mrs. Dresner daringly informs him of the mistake in their routing:

Mrs. Dresner: Sir, a mistake has been made. We're not supposed to be here. We work for Oskar Schindler. We're Schindler Jews.
Mengele: Who is Oskar Schindler?
Guard: He had a factory in Krakow. Enamelware.
Mengele: A potmaker.

Schindler intervenes at Auschwitz in the office of Auschwitz Commandant Rudolph Hoss (Hans Michael Rehberg), bringing his list and authorizations for his female workers - and a sachel of loose diamonds - "portable wealth." He is forced to purchase them twice, in order to liberate them. The ox-faced German whose visage is horizontally split between light and dark shadows covering his eyes, is tempted by the offer:

Hoss: I have a shipment coming in tomorrow. I'll cut you three hundred units from it. New ones. These are fresh. The train comes, we turn it around. It's yours.
Schindler: Yes, I understand. I want these.
Hoss: You shouldn't get stuck on names. That's right. It creates a lot of paperwork.

The next day, the names from Schindler's List are called out - as each woman or girl steps forward, she is brushed/slashed with a swath of paint across her front by a guard. They are directed toward cattle cars in the train yard of Auschwitz. Guards try to seize the young daughters of the women, including Danka Dresner, and prevent them from leaving. Witnessing what has happened, Schindler audaciously approaches and ingeniously cons a guard to let the kids rejoin their mothers on the departing train:

What are you doing? These are mine. These are my workers. They should be on my train. They're skilled munitions workers. They're essential. Essential girls. Their fingers polish the insides of shell metal casings. How else am I to polish the inside of a 45 millimeter shell casing? You tell me. You tell me!

Outside the Brinnlitz camp, Schindler joins the procession of women, girls, and guards as they approach. The men spot their wives and daughters from a nearby building.

Schindler addresses the camp's guards, warning them of interference or unlawful brutality toward his workers:

Under Department W provisions, it is unlawful to kill a worker without just cause. Under the Businesses Compensation Fund, I am entitled to file damage claims for such deaths. If you shoot without thinking, you go to prison, I get paid, that's how it works. So, there will be no summary executions here. There will be no interference of any kind with production. In hopes of ensuring that, guards will no longer be allowed on the factory floor without my authorization. (To the Commanding Officer, Josef Liepold (Ludger Pistor)) For your cooperation, you have my gratitude.

With his usual panache and bribes to grease the way, he has cases of schnapps opened and set out on tables for the guards.

In a cathedral in his hometown, he slips behind Emilie, his estranged wife, and promises loyalty: "No doorman or maitre d' will ever mistake you again. I promise." She is brought to the Brinnlitz factory to meet Stern - she has also volunteered to work in the clinic. In private, Stern brings sobering, disquieting news about quality-control failures, but it doesn't bother Schindler - he has decided to manufacture only defective munitions and sabotage the German war effort:

Stern: We've received an angry complaint from the Armaments Board. The artillery shells, tank shells, rocket casings, apparently all of them have failed quality-control tests.
Schindler: Well, that's to be expected - start-up problems. This isn't pots and pans. This is a precise business. I'll write them a letter.
Stern: They're withholding payment.
Schindler: Sure. So would I. So would you. I wouldn't worry about it. We'll get it right one of these days.
Stern: There's a rumor you've been going around miscalibrating the machines. They could shut us down, send us back to Auschwitz.
Schindler: I'll call around, find out where we can buy shells, pass them off as ours.
Stern: I don't see the difference. Whether they're made here or somewhere else.
Schindler: You don't see a difference? I see a difference.
Stern: You'll lose a lot of money, that's the difference.
Schindler: Fewer shells will be made. Stern, if this factory ever produces a shell that can actually be fired, I'll be very unhappy.

Rabbi Lewartow is buffing a shell casing at a machine when Schindler stuns him by reminding him that he should perform long-forgotten and forbidden Sabbath rites: "Sun's going down...It is Friday, isn't it?...What's the matter with you? You should be preparing for the Sabbath, shouldn't you? I've got some wine in my office. Come." In one corner of the factory, Lewartow sings in Yiddish and lights candles during a Shabbat service - the candles glow a warm, reddish-yellow color - a symbol of the rebirth of hope, life and humanity for the Jewish people - a perfect counterpart to the candles which burn out in the film's opening scene. Guards in their bunks, and Commandant Liepold in his quarters listen in silent bewilderment to the strange, distant singing.

FOR THE SEVEN MONTHS IT WAS FULLY OPERATIONAL, SCHINDLER'S BRINNLITZ MUNITIONS FACTORY WAS A MODEL OF NON-PRODUCTION. DURING THIS SAME PERIOD, HE SPENT MILLIONS OF REICHMARKS TO SUSTAIN HIS WORKERS AND BRIBE REICH OFFICIALS.

Stern brings the penniless and bankrupted Schindler more reports of financial hardship - he has spent all his fortune to save his Jews, and to provide them with safety and sanctuary, while also producing defective munitions for the war effort. His factory is a sham producer of unusable bullet casings:

Stern: Do you have any money hidden away someplace that I don't know about?
Schindler: No. Why, am I broke?
Stern: Uh, well...

In the workers' barracks (and the guards' barracks) - a pan switches from one to the other, a radio broadcast is attentively listened to - in the scratchy static is the distinctive voice of British Prime Minister Winston Churchill announcing the surrender of Germany - and the end of the war in 1945:

Yesterday morning, at two forty-one am, at General Eisenhower's headquarters, General Jodl signed the act of unconditional surrender of all German land, sea, and air forces in Europe to the Allied Expeditionary Force and simultaneously to the Soviet High Command. The German war is therefore at an end. But let us not forget for a moment...

Schindler, seen in dark silhouette, knocks on the door of Commander Liepold's quarters: "I think it's time the guards came into the factory." In the ominous, uncertain, and tense atmosphere, he addresses all twelve hundred workers and guards gathered together for the first time - the guards are on an upper balcony and the workers are on the factory floor below. No one cheers the news of the defeat of Nazi Germany:

The unconditional surrender of Germany has just been announced. At midnight tonight, the war is over. Tomorrow, you'll begin the process of looking for survivors of your families. In most cases you won't find them. After six long years of murder, victims are being mourned throughout the world. We've survived. Many of you have come up to me and thanked me. Thank yourselves. Thank your fearless Stern and others among you who worried about you and faced death at every moment.

Realizing the inevitable reality of his own threatened German status, Schindler confesses simple statements about himself - he admits that he is now destitute and a fugitive:

I'm a member of the Nazi Party.
I'm a munitions manufacturer.
I'm a profiteer of slave labor.
I am a criminal.
At midnight, you'll be free and I'll be hunted.
I shall remain with you until five minutes after midnight. After which time, and I hope you'll forgive me, I have to flee.

He then turns toward the guards and convinces them to go home without killing the Jews under their jurisdiction:

I know you've received orders from our Commandant - which he has received from his superiors - to dispose of the population of this camp. Now would be the time to do it. Here they are. They're all here. This is your opportunity. Or...you could leave. And return to your families as men instead of murderers.

One young soldier breaks ranks and walks out - many of the guards follow suit until Liepold is the only one left to decide - after wavering a bit, he also disappears. The ultimate showman and conman, Schindler winks at Stern. In memory "of the countless victims" among the Jewish people, he asks for an observance of three minutes of silence.

In the metalworks section of the factory, a man volunteers to have a tooth (with a gold filling) pulled. The flame of a hot welding torch melts down the extracted filling - the liquid is cast into a small gold band. Schindler and Emilie pack their suitcases for their flight. All eleven hundred workers respectfully remove their hats as the Schindlers leave the factory and walk toward their car in the courtyard. In the background, some of the workers take off their striped concentration camp uniforms.

Lewartow presents Schindler with several pages containing a list of the signatures of all the workers vouching for him - a new list with their names supporting his:

We've written a letter trying to explain things in case you are captured. Every worker has signed it.

Stern hands Schindler the finished gold ring, with an inscription of a Talmudic adage:

It's Hebrew from the Talmud. It says, 'Whoever saves one life, saves the world entire.'

He drops the ring, then slips it on his finger, thanks Stern and shakes hands with him as an equal for the first time in the film. Then, with self-loathing in a melodramatic, histrionic parting speech, Schindler berates himself for not having saved more lives as tears flow down his cheeks: [This is the film's most controversial, unnecessary, and sentimental scene.] He looks at the eyes of the workers, seeking their apology for not doing more:

Schindler: I could've got more...I could've got more, if I'd just...I could've got more...
Stern: Oskar, there are eleven hundred people who are alive because of you. Look at them.
Schindler: If I'd made more money...I threw away so much money, you have no idea. If I'd just...
Stern: There will be generations because of what you did.
Schindler: I didn't do enough.
Stern: You did so much.
Schindler: This car. Goeth would've bought this car. Why did I keep the car? Ten people, right there. Ten people, ten more people...(He rips the swastika pin from his lapel) This pin, two people. This is gold. Two more people. He would've given me two for it. At least one. He would've given me one. One more. One more person. A person, Stern. For this. I could've gotten one more person and I didn't.

He breaks down in Stern's arms, convulsing in remorse and guilt - some of the workers step forward and comfort him in their arms. Mrs. Dresner picks up one of the striped uniforms from the ground. Emilie, Schindler, and their driver wear the easily-identifiable uniforms of prisoners as they are driven out of the compound - Schindler's tortured, yet heroic face is reflected on the car window as they slowly pull out, superimposed over the faces of the workers passing by.

The next morning, a lone, tattered-looking Russian officer rides up on horseback to the gates of the Brinnlitz camp - the workers have slept on the ground where they left the Schindlers hours earlier:

Russian: You have been liberated by the Soviet Army.
Stern: Have you been in Poland?
Russian: I just came from Poland.
Stern: Are there any Jews left?
Worker: Where should we go?
Russian: Don't go east, that's for sure. They hate you there. I wouldn't go west either, if I were you.
Worker: We could use some food.
Russian: (pointing toward the town of Brinnlitz) Isn't that a town over there?

The moving crowd of hundreds of Jews come over a hillside, crossing the land, walking free, marching to the tune of the Hebrew song "Jerusalem the Golden."

Amon Goeth was arrested while a patient in a sanatorium at Bad Tolz. He was hanged in Krakow for crimes against humanity.

Oskar Schindler failed at his marriage and several businesses after the war.

In 1958, he was declared a righteous person by the council of the Yad Vashem in Jerusalem, and invited to plant a tree in the Avenue of the Righteous. It grows there still.

The Schindler Jews today.

The black and white scene of the workers crossing the open countryside on the horizon dissolves into color, and the actors/actresses are transmuted into "The Schindler Jews today." Over one hundred of the real-life survivors of the Holocaust, the Schindlerjuden, are in a long line, accompanied by their counterpart actors who portrayed them in the film. In tribute, each of the present-day survivors places a fragment of stone, following Jewish tradition, on the Jerusalem gravestone of Oskar Schindler (who died in 1974). One rock is laid there for every life saved - the small stones become a massive pile. (The last mourner, who lays flowers on the gravestone and stands with head bowed in reverence, is actor Liam Neeson, not Spielberg - as commonly suspected.)

There are fewer than four thousand Jews left alive in Poland today. There are more than six thousand descendants of the Schindler Jews.

In memory of the more than six million Jews murdered.