Amid cold, hulking shadows, a young girl emerges and sings a Sunday School-like little song of hope. She is joined by other children who also play and sing in the landscape of large, scattered gears. The oldest boy and girl act as surrogate parents to the waifs, who appear to be orphans abandoned to their own devices.

Danger approaches and the oldest boy herds the group of children into the safety of the shadows. A strong, brutal looking man with long stringy hair, and wearing a bizarre helmet, incongrously sleek in contrast to his worn and grease smeared uniform. This is GROAT, the foreman of Machine Room 22.

Solemn, embittered WORKERS appear, soon to be joined by women who seem to be their joyless wives. They outline for us the horrible conditions under which they live, slaving away at machines underground in order to supply energy for the sparkling city above ground which is despotically controlled by JOHN FREEMAN.

JADE and GEORGE, youngest of the group of workers, are getting married during a shift break, and MARIA presides over the simple ceremony. She blesses the couple while some workers make the cynical observation that it's pointless to marry and expect a happy future, suffering the opression of their regimentalized underground lives.


GROAT calls the workers back to the machines, and MARIA stays behind to give the children their daily lessons. She tells them about the sun, the stars, flowers, birds--all things they have never seen. Illustrations in the one small tattered text book she is allowed are all the children have ever seen of Earth's natural beauty.


GROAT reappears to start the next work shift, but only after making what appears to be an often-repeated offer to lighten MARIA's work load if she would be "nice" to him.

A large group of workers appears, marching in with heavy feet, heads bowed in despairing subservience. Frustration and anger bubbles to the surface as they begin their work chant, "one oh one point one one one one"--a number which signifies the pressure reading they must maintain on control dials when they perform their ten hour shifts of mind numbing repetitive work.

A blast of a steam whistle, and the workers scramble up to ther work stations. The shadowy machine room, ominously bathed in blue, suddenly is twinkling with the lights that blink on work panels. At the center of Machine Room 22 is a large clock-like machine. The worker assigned to this "Pater Noster Machine" endlessly moves the "clock's" arms to point at the light bulbs which aimlessly light up around the machine's circumference.


The machine-like, jerky, repetitive motions of the workers suddenly halt when the piercing scream of a woman cuts off the work chant.

JADE, the young woman who was just wed to GEORGE, has become trapped between the relentlessly turning gigantic teeth of two gears. Workers rush to her rescue and the machines come to a grinding halt. But it's soon obvious that JADE has only moments to live. All the helpless workers can do is watch as JADE looks up at a factory light fixture and in her dying delirium, thinks she is finally seeing the Sun.

MARIA begins singing a serene funereal anthem, calmly commanding the evil forces surroundng the workers--"Hold back the night, don't let the darkness take her soul." The workers add their voices with growing urgency. MARCO sings his bitter counterpart, expressing his hopeless despair at conditions ever improving for the workers. GEORGE, his heart breaking, bitterly agrees, feeling only the deepest pity for his unfortunate child-bride who "thought she saw the sun."

The workers lift the lifeless body of JADE high in the air, but their makeshift funeral is interupted by the entrance of the machine room guard--an Amazonian woman wearing a grotesque helmet and armed with a wicked looking rifle. Motioning the crowd back with her weapon, she scoops up JADE, places her in a wheelbarrow, and then dumps the body into the roaring machine room furnace.

GEORGE is in danger of being shot by the guard, so his friends usher him out of the machine room as GROAT tries to face the dangerously agitated crowd. He warily withdraws, in face of the workers as they angrily sing with determination-- "We will all fly high someday."


MARIA has made a decision that now is the time to show the children the sunlit city above ground which their parents' labors make possible and sustains. She wants the children to better understand the inequitable conditions that exist, where tragedies like JADE's death can occur.

The parents entrust MARIA with the care of their children, while MARCO is taken away, still in a rage over the horrible industrial accident which is far too typical of the workers' daily lives.


In the crown of the enormous New Tower of Babel, centerpiece of the domed above grund cit, JOHN FREEMAN, the master mind of Metropolis calmly and efficiently monitors the operation of his mechanized wonderland.

His black-garbed assistant, JEREMIAH, is at his master's side, obsering the city that sprawls outside the office's vast picture window, and making occassional ajustments on the blinking control panel strapped to his sinewy forearm.

Mechanical hands come up out of FREEMAN's desk, and sensuously massage the man's chest, as he continues his reverie about the beauty of his machine-driven civilization.

GROAT appears on the visa-screen and FREEMAN demands an explanation for the accident in the machine room. GROAT is given a warning by JEREMIAH, who we discover is the gruff foreman's twin brother.

WARNER, the scientist, is also grilled by FREEMAN over the visa-screen. The mastermind is impatient for the completion of the mechanical men, the robots which WARNER is supposed to be developing as replacements for the human workers.

STEVEN, FREEMAN's son, makes an unexpected visit to the office. He impatiently demands to be finally told the secrets of his father's city, and how it's run. FREEMAN realizes that STEVEN's sensitivity makes it still too early to fully inform his son about the secret of the underground workers who labor to maintain the glorious machine city, and STEVEN has the dawning realization that something is wrong with the privileged life he's been enjoying.


Out in the bustling city again, STEVEN feels completely alone as he contemplates the schism that has developed between him and his father.


At The Pleasure Gardens, STEVEN half heartedly joins his lover, LULU, and other masked and befeathered revelers in a soul-less, pointless party. His growing dissatisfaction grows all the more pointed.


MARIA and THE CHILDREN arrive via elevator from the underground city, and are blinded by the light and beauty of the glistening city. As MARIA points out the wonders about them, STEVEN approaches the group, dumbfounded by the sight of the dirty ragged children. He has no way of undertanding why any children of Metropolis would appear to be so poor and neglected. MARIA bitterly explains to him that these are the forgotten children who are hidden underground.


STEVEN detains MARIA from leaving with the children, asking if they actually haven't met before. MARIA staunchly denies ever having seen STEVEN before while he recalls memories that seem to mean that he and MARIA were playmates as young children.

Finally, MARIA admits that she too remembers, but their reunion is cut short as JEREMIAH and a GUARD appear and order STEVEN to not follow MARIA who is running off with the children. Defiantly, STEVEN follows the mysterious young woman. FREEMAN communicates with JEREMIAH and demands that STEVEN be prevented from discovering the horrible conditions in the workers' city.


Back in the machine room, GROAT is again pushing the workers beyond endurance to work the gigantic machines.


STEVEN has followed MARIA into the machine area, but has lost track of her. He watches the half-dead workers slaving away with shock, and realizes with sudden horror that he's finally seeing what his father has tried to hide from him: that his brothers, his fellow human beings, are being forced to live out horrible grueling lives underground, so that the Elitists can live carefree in the sunshine.

STEVEN now has two goals---to help these hapless workers, and to find MARIA.

During a work break, STEVEN catches sight of some of the young girls he saw earlier outside The Plesure Gardens. He learns that MARIA is their teacher.


Alone in the temporarily vacant machine room, STEVEN gives voice to the feelings that have gripped him since seeing MARIA--a meeting which he is certain is actually a reunion. He tells himself "If it's only love, shouldn't be enough to break my heart."

The girls have come back to watch STEVEN, and now decide to lead him to where he'll find MARIA.

As they go off, MARIA appears, also lost in thought, trying to fight off the feelings stirred in her upon meeting STEVEN. She tries to tell herself that she's strong on her own, that the darkness around her is her friend.

STEVEN appears and watches her from a distance, and both are lost in thoughts about each other, until finally, they glimpse each other. Suddenly unsure and frightened, MARIA runs off.

FREEMAN's face suddenly looms up, Big Brother-like, on a screen and commands STEVEN to leave the underground world and to forget MARIA. With sudden and strong resolve, STEVEN virtually declares war on his father, and refuses to obey him.


Workers for the next shift enter, STEVEN watches from the shadows DAY AFTER DAY