LOST HORIZON

                                       Screenplay
                                    by Robert Riskin

                           based on the novel by James Hilton


























                                                    Shooting Draft, 1937

               Columbia Pictures



               FADE IN:

               Over the titles we see SUPERIMPOSED the snow-capped 
               mountains leading to Shangri-La.

               CLOSE-UP of an impressive-looking book. The covers open 
               and the pages turn. The first page reads:

               In these days of wars and rumors of wars - haven't you 
               ever dreamed of a place where there was peace and security, 
               where living was not a struggle but a lasting delight?

               THE SECOND PAGE READS:

               Of course you have. So has every man since Time began. 
               Always the same dream. Sometimes he calls it Utopia - 
               sometimes the Fountain of Youth - sometimes merely "that 
               little chicken farm."

               THE THIRD PAGE READS:

               One man had such a dream and saw it come true. He was Robert 
               Conway - England's "Man of the East" - soldier, diplomat, 
               public hero—

               THE FOURTH PAGE READS:

               Our story starts in the war-torn Chinese city of Baskul, 
               where Robert Conway has been sent to evacuate ninety white 
               people before they are butchered in a local revolution.

               The fifth and final page reads:

               Baskul - the night of March 10, 1935.

                                                            DISSOLVE TO:

               EXT. BASKUL FLYING FIELD - NIGHT

               1. LONG SHOT

               The field is aflare with floodlights - on one side is an 
               office building - on the other are hangars. The whole field 
               is filled with Chinese refugees running around wildly. An 
               Army transport is in front of the office building, motors 
               going.

               2. REVERSE SHOT

               Showing in the distance, probably several miles away, the 
               effect of a burning city, which is Baskul. Over the shot 
               we hear the steady boom-boom of gunfire. In the f.g., we 
               see the silhouetted figures of Chinese running away from 
               Baskul and toward the Camera, their personal packs on their 
               backs.

               MED. CLOSE SHOT

               Toward office building. Conway comes out of the building, 
               followed by a small group of white people with frightened 
               faces. They have to fight their way through a horde of 
               milling Chinese.

               4. MEDIUM SHOT

               As Conway and group finally reach the plane where Conway 
               forces the white people in. In this he is aided by his 
               brother, George, a young and vigorous Englishman. The pilot 
               sticks his head out of the cockpit.

                                     PILOT
                         Conway, we can't take more than 
                         seven!

               Conway pulls a passenger out and gives the pilot a signal 
               to start.

                                     CONWAY
                              (to passenger)
                         All right. I'm sorry. There will 
                         be another plane in a minute. All 
                         right - go on.

               5. LONG SHOT

               Motors roar, and the plane starts to move, scattering those 
               of the Chinese who were unfortunately too close to the 
               ship. Conway and George rush back into the office building.

               INT. LARGE OFFICE ROOM

               6. FULL SHOT

               There are about thirty white refugees, men, women and 
               several children. They all lift their panicky faces to 
               Conway and George as they enter. A barrage of questions 
               are flung at them.

                                     AD-LIB
                         Are there any more planes? Do you 
                         think the bandits will come here? 
                         Please take my wife next, Mr. 
                         Conway!

                                     CONWAY
                         Wait, wait! Everybody, wait!  There 
                         are plenty of planes coming. Now 
                         everybody have patience. Everything 
                         will be all right.

               He crosses to a back room.

                                     GEORGE
                         You have nothing to worry about. 
                         Leave everything to my brother.

               INT. RADIO ROOM

               7. MEDIUM SHOT

               As Conway enters to speak to operator.

                                     RADIO OPERATOR
                         Yes, sir - with seven passengers 
                         aboard.

                                     RADIO SPEAKER
                         Seven passengers? Good.

                                     CONWAY
                         Get me Shanghai.

                                     OPERATOR
                         I'm talking to them now, sir.

                                     CONWAY
                         Hello? Hello?

                                     RADIO SPEAKER
                         Hello. Hello.

                                     CONWAY
                              (into mike)
                         Conway speaking. Is Colonel Marsh 
                         there?

                                     COLONEL'S VOICE
                         Right here, Conway. Go ahead.

               8. CLOSE SHOT

               As Conway continues into mike.

                                     CONWAY
                         Colonel, I need more planes. I've 
                         still about twenty people to get 
                         out. Where are those planes you 
                         promised us?

                                     COLONEL'S VOICE
                         We sent everything we could find, 
                         Conway.

                                     CONWAY
                         They better get here soon or I 
                         can't be responsible—

               9. WIDER ANGLE

               As George rushes in.

                                     GEORGE
                         Bob! I think I hear motors!

                                     CONWAY
                              (listening - then 
                              into mike)
                         Colonel, wait a minute, they may 
                         be here now!
                              (to George)
                         Say George, get down on that field 
                         and guide those planes in when 
                         they get here.

                                     GEORGE
                         Yes.

               He starts for the door.

                                     CONWAY
                         And be sure that none of the natives 
                         get in.

                                     GEORGE
                              (exiting)
                         Yes.

                                     CONWAY
                         Hello? Colonel?

                                     COLONEL'S VOICE
                         Hello, Conway. Yes?

                                     CONWAY
                         Thanks - and take care of that 
                         liver of yours.

                                     COLONEL'S VOICE
                         Oh, ho - my word!

               INT. OFFICE ROOM

               10. FULL SHOT

               As Conway enters.

                                     CONWAY
                         All right, get ready everybody. 
                         The planes are here.

               The people crowd around him pleading for priority.

                                     CONWAY
                         One at a time. Children first. 
                         Where are they? Come on now, and 
                         stand over here.

               A woman pushes some children forward.

                                     CONWAY
                         Where's the mother?

                                     PRIEST
                              (standing nearby)
                         They're orphans, Mr. Conway.

                                     CONWAY
                         I see. All right.
                              (directing people 
                              aside - pulling 
                              out an old lady)
                         Well, you come - right over here - 
                         and you, and you—
                              (looking off scene)
                         —come on—

                                     OLD MAN
                         What about us, Mr. Conway?

                                     CONWAY
                         Gentlemen, please wait your turn.

               11. CLOSE SHOT

               A girl slouched in a corner. We meet Gloria Stone, a surly, 
               wan-looking prostitute.

                                     GLORIA
                         You'd better take some of those 
                         squealing men with you first. They 
                         might faint on you. I'll wait.

               CLOSE SHOT - CONWAY

               Something of a smile crosses his face.

                                     CONWAY
                         Just as you say!

               Just then, a terrific explosion is heard in the distance.

               13. FULL SHOT

               All the lights go out. Everybody starts screaming.

                                     CONWAY
                              (sharply)
                         Whoa! Don't lose your heads now - 
                         I'll see what it is.

               He dashes out.

               EXT. OFFICE BUILDING

               CLOSE SHOT AT DOOR

               Conway rushing out, meets George coming back.

                                     GEORGE
                         The power house - they've blown it 
                         up! The planes can't land without 
                         lights.

                                     CONWAY
                              (thinking fast)
                         Come on! We'll burn the hangar. 
                         That will make light for them!

               He grabs a lantern and dashes off.

               15. MEDIUM SHOT

               As they run through the screaming mob toward the hangar.

               INTERIOR HANGAR

               16. FULL SHOT

               It is filled with Chinese refugees clinging to their 
               household goods. Conway and George enter. Conway speaks to 
               them in Chinese, ordering them out. Some hesitate, and 
               they have to push the terror-stricken waiting coolies out. 
               When they have all left, Conway opens the spigots of several 
               gasoline tanks, waits for the fuel to spill on the ground, 
               then tosses a lantern on the fuel, igniting a blaze. At 
               the same moment, he and George dash for the door.

               EXTERIOR FIELD

               17. LONG SHOT

               Conway and George rush out of hangar. When they are at a 
               fairly safe distance, the building bursts into flames.

                                                            DISSOLVE TO:

               18. LONG SHOT

               Against a background of the burning hangar, a plane is 
               just leaving the ground, as another one is landing.

               19. MEDIUM SHOT

               Of Conway, signalling.

                                     CONWAY
                         All right, go ahead!
                              (to George)
                         We go on to the next plane. Bring 
                         out any people that are left.

                                     GEORGE
                         Right, Bob.

               REVERSE ANGLE - LONG SHOT

               Shooting toward the burning city of Baskul in the distance. 
               We see the bandits coming, flashing bayonets, in pursuit 
               of screaming refugees.

               21. MED. SHOT FRONT OF OFFICE BUILDING

               Conway emerges, followed by Gloria, and an American, 
               Barnard. CAMERA FOLLOWS THEM to the ship just as the pilot, 
               Fenner, is climbing down from cockpit.

                                     CONWAY
                         Hello, Fenner.

                                     FENNER
                              (broad grin)
                         Hello, Conway. Having a little 
                         trouble?

                                     CONWAY
                         You never mind me. Get this gadget 
                         off the ground.

               George is pushing off Chinese.

                                     GEORGE
                         Bob, these are all that are left.

                                     CONWAY
                              (to George)
                         Come on! Quick! This way.

               MED. SHOT AT PLANE

               When Conway and others approach, George helps Gloria Stone 
               up, while Conway faces the mob, punching at those who try 
               to wedge their way forward. Finally one of them manages to 
               get his foot on the step, and Conway pushes him violently.

               CLOSE SHOT - MAN

               Who staggers back and falls, sprawling. As he hits the 
               ground, he yells:

                                     MAN
                         You can't leave me here, you 
                         blighter.[2] I'm a British subject!

               We meet Alexander P. Lovett.

               24. MEDIUM SHOT

               Conway looks his surprise and lifts him off the ground.

               CLOSE SHOT - A CHINAMAN

               Glaring off toward Conway, picks up a board and starts 
               toward Conway.

               26. MED. CLOSE SHOT ENTRANCE TO SHIP

               George emerges in time to see the Chinese lift the board 
               and about to clout Conway on the head. George moves quickly, 
               puts out his left hand, wards off the blow and with his 
               right he punches the Chinese, who reels out of the scene.

                                     GEORGE
                         Look out, Bob!

               27. MEDIUM SHOT

               A shadowy figure materializes in the cockpit, and clubs 
               Fenner from behind. He shoves Fenner aside and takes his 
               place.

               28. MEDIUM SHOT

               Conway pushes George up and starts to mount himself. He 
               looks off - and what he sees startles him.

                                     CONWAY
                              (yells off)
                         All right, Fenner! Go ahead!

               29. LONG SHOT

               Of what Conway sees. Several trucks loaded with bandits - 
               in makeshift uniforms - come tearing up the road - come to 
               a stop. Some fire toward plane - others are setting up 
               machine guns. Droves of refugees scramble to cover.

               INT. PLANE

               30. FULL SHOT

               Already present are Barnard, an American; Gloria Stone, 
               the prostitute; and Lovett, whom we saw dressed as a 
               Chinese. Conway slams the door shut - looks off - then 
               cries:

                                     CONWAY
                         Get down on the floor, everybody. 
                         Go ahead, Fenner!

               They all fall on their faces.

                                     GEORGE
                         Fenner, let's go!

               MED. CLOSE SHOT

               Of the new pilot setting the controls and lifting the plane 
               into flight.

               EXT. FIELD

               32. LONG SHOT

               As the plane swings around - taxies crazily - and leaves 
               the ground, accompanied by gunfire of the bandits.

               INT. PLANE

               33. FULL SHOT

               The occupants are still on the floor. Conway rises and 
               glances out of a window, warily.

                                     CONWAY
                              (mumbling)
                         Well, I guess we're out of range.
                              (to others)
                         Everybody all right?

               There are murmurs of "Yes" - "I'm all right" - as they 
               raise themselves.

                                     GEORGE
                         Whew! That was close.

               34. MEDIUM SHOT

               Conway starts for the back seat and suddenly sees Lovett.

                                     CONWAY
                         Where did you come from?

                                     LOVETT
                         I'm Alexander P. Lovett, sir.

                                     CONWAY
                         Why aren't you registered through 
                         our office?

                                     GEORGE
                              (chiming in)
                         It would serve you right if you 
                         were left behind.

                                     LOVETT
                              (high-pitched voice)
                         How could I know that a war was 
                         going to break out right over my 
                         head!
                              (a grave injustice)
                         Right over my head. Oh, my word! I 
                         tell you, those Chinese were 
                         pouncing on me from every direction. 
                         I had to get into these ridiculous 
                         clothes in order to escape.

                                     CONWAY
                         Where were you hiding?

                                     LOVETT
                         Hiding? Oh, no. Hunting - I was in 
                         the interior - hunting fossils. 
                         This morning I looked up suddenly—

                                     CONWAY
                         I know - and a war broke out right 
                         over your head.

                                     GEORGE
                         The next time you're in wild country 
                         like this, keep in touch with the 
                         British Consul.

                                     CONWAY
                         Aha - very good, Freshie.[3] Very 
                         good. You'd better put his name on 
                         the list and make out a report 
                         later.

               He proceeds to the back seat. Barnard, the American, who 
               is in front of Lovett, leans over toward him.

               MED. CLOSE SHOT - THE TWO

               Barnard and Lovett.

                                     BARNARD
                         I beg your pardon, brother. What 
                         did you say you were hunting?

                                     LOVETT
                         Fossils.

                                     BARNARD
                         Fossils, huh?

                                     LOVETT
                         I'm a paleontologist.

                                     BARNARD
                              (blankly)
                         A what?

                                     LOVETT
                         A paleontologist.

                                     BARNARD
                         Oh, I see.

               Lovett produces a small box clutched under his arm.

                                     LOVETT
                         I have here a discovery that will 
                         startle the world. It's the 
                         vertebrae from the lumbar of a 
                         Megatherium,[4] found in Asia.

                                     BARNARD
                         Well, what do you know about that!

                                     LOVETT
                         Found in Asia!

                                     BARNARD
                         Uh-huh.

                                     LOVETT
                         When I get home I shall probably 
                         be knighted for it.

                                     BARNARD
                         Knighted! You don't say. Do you 
                         mind if I take a look at it?

                                     LOVETT
                              (proudly)
                         Not at all.

               He lifts the lid and Barnard peeks inside.

               INSERT: OF BOX

               Wrapped carefully in absorbent cotton is something that 
               resembles a dry chicken bone.

               BACK TO SCENE:

               Barnard reaches for the box, but Lovett pulls it away from 
               him.

                                     BARNARD
                         Sorry.

                                     LOVETT
                         This is the only thing I was able 
                         to save when those heathens 
                         surrounded me.

                                     BARNARD
                              (he is allowed to 
                              take it out and 
                              examine it - 
                              unimpressed)
                         Uh-huh.

                                     LOVETT
                         You see, from this vertebrae I 
                         shall be able to reconstruct the 
                         entire skeleton.

                                     BARNARD
                         Wait a minute, you expect to be 
                         knighted for finding that soupbone?

                                     LOVETT
                         It was the vertebrae of a 
                         Megatherium - found in Asia.

                                     BARNARD
                         Yeah, I remember. You said that 
                         before.

                                     LOVETT
                         Sir Henry Derwent was knighted, 
                         and he never got beyond the mesozoic 
                         era.

               Barnard stares at Lovett unbelievingly.

                                     BARNARD
                         Ah, poor fellow.

               Lovett glares at him resentfully, and snaps the lid shut 
               on his box.

                                     LOVETT
                         Yes, it just shows—
                              (taking offense)
                         I don't know why I'm talking to 
                         you. I don't know you. Who are 
                         you?

                                     BARNARD
                              (turns away)
                         Okay, brother.

                                     LOVETT
                         Don't call me brother.

                                     BARNARD
                         Okay, sister.
                              (chuckles to himself)
                         No offense. No offense!

               36. CLOSE SHOT - GLORIA AND BARNARD

               Gloria sits slumped in her seat, looking glumly out. Barnard 
               glances at her curiously. Finally he makes a friendly 
               overture.

                                     BARNARD
                         Cigarette?

               Gloria turns her head, surveys Barnard coldly, and without 
               responding, turns back.

                                     BARNARD
                         I say, will you have a cigarette?

                                     GLORIA
                         No.

                                     BARNARD
                              (unabashed)
                         Say, you're an American, aren't 
                         you?

                                     GLORIA
                              (irascibly)
                         Say, listen - will you go and annoy 
                         the rest of your playmates? Let me 
                         alone!

               He shrugs his shoulders and slides back into his seat.

               37. FULL SHOT

               All is silent for a moment. Conway is writing on a small 
               pad - which he rests on an uplifted knee. George is 
               rummaging through a closet - rear of the cabin.

               38. MED. SHOT - GEORGE AND CONWAY

               Conway still writes, undisturbed. George reaches into the 
               closet and emerges with a bottle of whiskey. His face lights 
               up.

                                     GEORGE
                              (holds up bottle)
                         Hello! Look what I found!

               He crosses to Conway.

                                     GEORGE
                         Just what I needed too.

                                     CONWAY
                              (looks up - smiling)
                         You?

                                     GEORGE
                         Just this once, Bob. I feel like 
                         celebrating. Just think of it, Bob - 
                         a cruiser sent to Shanghai just to 
                         take you back to England. You know 
                         what it means.
                              (hands him cup)
                         Here you are. Don't bother about 
                         those cables now. I want you to 
                         drink with me.
                              (holds his cup up)
                         Gentlemen, I give you Robert Conway - 
                         England's new Foreign Secretary.

               Conway watches him, amused. George gulps down his drink.

                                     CONWAY
                              (after a slight 
                              hesitation - downing 
                              his drink)
                         Hurray!

                                     GEORGE
                         How I'm going to bask in reflected 
                         glory!
                              (dreamily)
                         People are going to point to me 
                         and say, "There goes George Conway - 
                         brother of the Foreign Secretary."

                                     CONWAY
                         Don't talk nonsense. Give me the 
                         bottle.

               Conway takes the bottle from him and pours himself a second 
               drink.

                                     GEORGE
                         That's why they're sending for 
                         you, Bob. With all these foreign 
                         entanglements, it was bound to 
                         happen. They need you.

               Conway, with a poured drink in hand, laughs.

                                     GEORGE
                         All right, you can laugh if you 
                         want to. But who else can they 
                         get? Who else is there in all of 
                         England half the fighter, half the 
                         diplomat, who has half your 
                         knowledge of the foreign situation? 
                         They can't stop you now, Bob.

               Conway moodily pours himself a third. He downs the drink 
               as we

                                                            DISSOLVE TO:

               INT. PLANE

               CLOSE SHOT OF CONWAY

               We find Conway, asleep in his seat, his head on his hands. 
               George approaches and tenderly spreads a jacket over his 
               shoulders. Conway stirs, opens an eye.

                                     CONWAY
                              (drunkenly)
                         Hello, Freshie. Did you make that 
                         report out yet?

                                     GEORGE
                         Yes, Bob.

                                     CONWAY
                         Did you say we saved ninety white 
                         people?

                                     GEORGE
                         Yes.

                                     CONWAY
                         Hurray for us. Did you say that we 
                         left ten thousand natives down 
                         there to be annihilated? No, you 
                         wouldn't say that. They don't count.

                                     GEORGE
                         You'd better try to get some sleep, 
                         Bob.

                                     CONWAY
                         Just you wait until I'm Foreign 
                         Secretary. Can't you just see me, 
                         Freshie, with all those other 
                         shrewd, little Foreign Secretaries?
                              (confidentially - 
                              screws up face)
                         You see, the trick is to see who 
                         can out-talk the other. Everybody 
                         wants something for nothing, and 
                         if you can't get it with smooth 
                         talk, you send an army in. I'm 
                         going to fool them, Freshie. I'm 
                         not going to have an army. I'm 
                         going to disband mine. I'm going 
                         to sink my battleships - I'm going 
                         to destroy every piece of warcraft. 
                         Then when the enemy approaches 
                         we'll say, "Come in, gentlemen - 
                         what can we do for you?"  So then 
                         the poor enemy soldiers will stop 
                         and think. And what will they think, 
                         Freshie? They'll think to themselves - 
                         "Something's wrong here. We've 
                         been duped. This is not according 
                         to form. These people seem to be 
                         quite friendly, and why should we 
                         shoot them?" Then they'll lay down 
                         their arms. You see how simple the 
                         whole thing is? Centuries of 
                         tradition kicked right in the pants—
                              (pause - drily)
                         —and I'll be slapped straight into 
                         the nearest insane asylum.

               He starts to pour himself another drink.

                                     GEORGE
                         You'd better not drink any more, 
                         Bob. You're not talking sense.

               Conway downs the drink, and then chuckles cynically.

                                     CONWAY
                         Don't worry, George. Nothing's 
                         going to happen. I'll fall right 
                         into line. I'll be the good little 
                         boy that everybody wants me to be. 
                         I'll be the best little Foreign 
                         Secretary we ever had, just because 
                         I haven't the nerve to be anything 
                         else.

                                     GEORGE
                         Do try to sleep, Bob.

                                     CONWAY
                         Huh? Oh, sure, Freshie. Good thing, 
                         sleep.

               He grunts and squirms. George tucks him in.

                                     CONWAY
                         Did you ever notice the sunrise in 
                         China, George? Ah, you should. 
                         It's beautiful.

               He gets settled. George relaxes and, leaning back, shuts 
               his eyes.

               LONG SHOT OF CABIN

               It is quiet. All are asleep. CAMERA MOVES FORWARD SLOWLY 
               until it reaches the glass panel leading to the cockpit. 
               The pilot's face turns. Instead of Fenner we see a strange, 
               Mongolian face - with sharp, piercing eyes. A half-smile 
               plays across his mouth.

               EXT. SHOT OF PLANE

               LONG SHOT OF PLANE

               Flying at high speed against a moonlit sky. We stay on the 
               shot until it vanishes, a mere speck, over the horizon.

                                                            DISSOLVE TO:

               EXT. SHOT - DAWN

               42. LONG SHOT

               The morning sun peeks over a mountain top. From the same 
               direction, as if arriving with the sun, the ship looms up, 
               and comes roaring toward us.

               INT. PLANE

               43. FULL SHOT

               All are asleep except Lovett, who fidgets on his seat. 
               Then Barnard stirs - opens his eyes - and stretches. As he 
               does so, he sees that Lovett is awake.

                                     BARNARD
                         Good morning, Lovey.

                                     LOVETT
                         I beg your pardon.

                                     BARNARD
                         I say, good morning, Lovey.

                                     LOVETT
                         Good morning—

                                     (CATCHES HIMSELF)
                         Look here, young man.

                                     BARNARD
                         Eh?

                                     LOVETT
                         I didn't care for 'sister' last 
                         night, and I don't like 'Lovey' 
                         this morning. My name is Lovett - 
                         Alexander, P.

                                     BARNARD
                         I see.

                                     LOVETT
                         I see.

                                     BARNARD
                         Well, it's a good morning, anyway.

                                     LOVETT
                         I'm never conversational before I 
                         coffee.

               Barnard glances out of the window, looks around outside 
               thoughtfully.

                                     BARNARD
                         Wait a minute. Is it a good morning? 
                         Say, we're supposed to be traveling 
                         east, aren't we?

                                     LOVETT
                         Why, of course. Yes.

                                     BARNARD
                         Well, it looks to me as if we're 
                         traveling west.

                                     LOVETT
                         That's ridiculous.

                                     BARNARD
                         Is it?

                                     LOVETT
                         It certainly is.

                                     BARNARD
                         Look here—

                                     LOVETT
                         Any child knows how to tell 
                         direction. Any child. I don't care 
                         where the child is - in the air, 
                         on the earth, or in the sea. If 
                         you face the rising sun, your right 
                         hand is the north, and your left 
                         hand is the south—

                                     BARNARD
                         I always get it twisted because 
                         I'm left-handed.

                                     LOVETT
                         Oh, really?

                                     BARNARD
                         Yes.

                                     LOVETT
                         Well, you just reverse it. Your 
                         left hand is—
                              (tries to explain - 
                              gets confused and 
                              irritated)
                         What difference does it make what 
                         'hand' you are? The north is the 
                         north!

                                     BARNARD
                         Uh-huh. All I know is - the sun 
                         rises in the east, and we're going 
                         away from it.

                                     LOVETT
                         Now you're irritating and absurd!

               CLOSE SHOT - LOVETT

               As he sulks by himself, looks around - locates the sun in 
               back of him - smiles - satisfied he's right, throws a 
               condescending glance over at Barnard - then suddenly his 
               face clouds - the whole thing dawns on him.

                                     LOVETT
                              (jumps up shrieking)
                         Oh, my word - of course - yes. 
                         Boy! Boy, we're traveling in the 
                         wrong direction! Wake up! We're 
                         going in the wrong direction!

               45. FULL SHOT

               Conway is still asleep.

                                     GEORGE
                              (concerned for Conway)
                         Couldn't you arrange to make a 
                         little less noise?

                                     LOVETT
                         I tell you, we're going west, and 
                         Shanghai is east of here!

                                     GEORGE
                         Be quiet! Fenner's the best pilot 
                         in China. He knows what he's doing.

                                     LOVETT
                              (not quite reassured)
                         It's Fenner.

                                     BARNARD
                         He might have lost his way.

                                     LOVETT
                         Of course. That's what I told them 
                         last night. You can't expect a man 
                         to sail around in the dark.[5] 
                         During this George has been looking 
                         around - he rises.

                                     GEORGE
                         All right, all right. Calm yourself. 
                         I'll talk to Fenner.

               He crosses to panel leading to cockpit, CAMERA FOLLOWING 
               HIM. When he gets there he knocks on the window.

                                     GEORGE
                         Fenner! I - I say—

               George knocks again. From the cockpit side - the small 
               shade suddenly snaps up - and George finds himself staring 
               into the face of the mysterious pilot. He takes an 
               instinctive step backward. The pilot turns his head. CAMERA 
               ANGLE WIDENS as George keeps backing up until he gets to 
               Conway. George turns to Conway and shakes his shoulder.

                                     GEORGE
                         Bob! Bob!

               Conway stirs in his sleep, slowly opens his eyes, yawns 
               and stretches. Throughout it, George speaks.

                                     GEORGE
                         Wake up! Something's happened! It 
                         isn't Fenner in the cockpit!

               Conway looks at him, glances off toward the others, and 
               back at George.

                                     CONWAY
                              (dismissing him 
                              with a gesture)
                         Oh, stop it!

                                     GEORGE
                         The bloke up there looks a Chinese, 
                         or a Mongolian, or something.

                                     BARNARD
                         We're nowhere near Shanghai. We're 
                         going in the opposite direction.

               This interests Conway and he looks out of the window.

                                     CONWAY
                         We're over the desert. That's funny.

               Then rising, he crosses to cockpit. The others watch him 
               expectantly.

               46. GROUP SHOT - AROUND COCKPIT

               Conway pounds on the panel. The face of the pilot appears 
               in sight. Conway tries to ask him something in Chinese. 
               The pilot glares at them for a second, then a gun is shoved 
               out at them. Instinctively they back away.

                                     CONWAY
                         Charming chap.

                                     BARNARD
                              (not being funny)
                         Nice puss to meet in a dark alley.

               The ship lurches - and they are thrown off balance. The 
               panel has been snapped shut.

                                     CONWAY
                         Well, that's that, I guess.

                                     BARNARD
                         Wonder what's happened to Fenner.

                                     LOVETT
                         Yes. And who is he ? How'd he get 
                         there?

                                     BARNARD
                         Do you suppose we stopped someplace 
                         during the night and changed pilots?

                                     CONWAY
                         No. That's not possible! If we had 
                         landed, we all would have been 
                         awakened.

                                     LOVETT
                         Of course. We never left the air. 
                         I know - I didn't sleep the whole 
                         night long.

                                     CONWAY
                              (with finality)
                         That fellow got on at Baskul.

                                     LOVETT
                         What's he doing? Where's he taking 
                         us? He may be a maniac for all we 
                         know.

               George, who has disappeared during the above, now returns, 
               with a monkey wrench in his hand. Conway stops him.

                                     CONWAY
                         George, what are you going to do?

                                     GEORGE
                         I'm going to drag him out and force 
                         him to tell us what his game is.

                                     LOVETT
                         Good.

                                     CONWAY
                         What if he refuses?

                                     LOVETT
                         We'll smash his face in. That's 
                         what we'll do.

                                     CONWAY
                         Brilliant!
                              (a sweeping gesture)
                         Can anyone here fly a plane?

               There is a general chorus of "no—not I," etc.

                                     CONWAY
                              (takes wrench from 
                              George's hand)
                         Well, George, that's no good.

               Conway throws the monkey wrench into a corner.

                                     CONWAY
                         I guess we're in for it.

                                     LOVETT
                         In for what?

                                     CONWAY
                         I don't know. He must have had 
                         some purpose in taking the plane 
                         away from Fenner.
                              (starts for his 
                              seat)
                         When he lands, we'll find out.

                                     LOVETT
                         You mean to tell me you're not 
                         going to do anything until we land?

                                     CONWAY
                         What do you suggest?

                                     LOVETT
                         Why, you - you— Look here - he may 
                         dash us to pieces!

                                     CONWAY
                         It might afford you a great deal 
                         of relief.
                              (sitting)
                         Now gentlemen, I'm going back to 
                         sleep. Oh, and I was having such a 
                         peaceful dream.
                              (curling up)
                         As soon as he lands, let me know.

               He shuts his eyes and leans back. The others watch him for 
               a second - and wander back to their seats.

               47. CLOSE SHOT - GLORIA AND BARNARD

               Gloria is apparently indifferent to their predicament. As 
               Barnard watches her, a little bitter smile plays around 
               her mouth.

               CLOSE SHOT - GEORGE

               He stares out of the window and is suddenly startled.

               EXT. SHOT OF PLANE

               49. LONG SHOT

               Of the plane with its nose turned downward in a sharp 
               descent.

               INT. CABIN OF PLANE

               50. MEDIUM SHOT

               George is on his feet.

                                     GEORGE
                              (excited)
                         We're heading down! We're going to 
                         land!

               Everyone looks out. George rushes to Conway and nudges 
               him.

                                     GEORGE
                              (breathlessly)
                         Bob, we're landing!
                              (pointing out)
                         Bob, we're coming to a village!

               Conway sits up and looks out.

               EXT. SHOT OF PLANE

               51. MEDIUM SHOT

               Plane starting toward ground. All we can see are mountain 
               tops.

               INT. PLANE

               52. MEDIUM SHOT

               They all stare out of the windows. Conway peers intently.

                                                            DISSOLVE TO:

               EXT. SHOT FROM AIRPLANE

               53. LONG SHOT

               From angle in cabin of plane. Through the window, directly 
               below we see a large open space at the foot of the hills. 
               The plane is headed for it.

               54. LONG SHOT

               We see a swarm of strange-looking natives, scantily attired, 
               but bearing bayonets, running toward the plane.

               INT. PLANE

               MEDIUM CLOSE SHOT

               Of George and Conway, as the ship hits the ground, bouncing 
               and swaying perilously.

               EXT. MOUNTAINOUS COUNTRY

               56. MEDIUM SHOT

               As the plane taxies across the uninhabited space.

               INTERIOR PLANE

               57. MED. CLOSE SHOT AT DOOR

               Conway and George ready to get out. As Conway turns to 
               open the door, he looks off and is startled by something 
               he sees. George follows his gaze, and a bewildered 
               expression comes into his eyes, too.

               EXTERIOR OF PLANE

               58. LONG SHOT

               Shooting through door. The strange-looking natives have 
               surrounded the plane and are closing in.

               INTERIOR PLANE

               59. MEDIUM SHOT

               Conway and George both instinctively wheel around toward 
               the opposite side. But from that direction too, a horde of 
               natives dash toward them. Conway hesitates a second, and 
               like a flash springs for the door. But he stops again, as 
               he opens the door.

               EXTERIOR OF PLANE

               60. MEDIUM SHOT

               To include door of plane. Conway finds himself staring 
               into the threatening mouths of half a dozen rifles, and 
               quickly shuts the door.

                                     GEORGE
                         What are these people?

                                     CONWAY
                         I don't know. I can't get the 
                         dialect.

               EXTERIOR OF PLANE

               61. MEDIUM SHOT THROUGH WINDOW

               We see the pilot and several natives in single file as 
               they come toward the plane, buckets in hand. In b.g., one 
               of them lowers a bucket into a well in the ground.

                                     GEORGE
                         Look - they're loading up with 
                         gasoline.

               EXTERIOR OF PLANE

               62. SEVERAL SHOTS

               The gas is being loaded. Natives on horseback dash back 
               and forth shouting and signalling. Camels can be glimpsed 
               among the horses. There is tremendous disorder and 
               commotion.

               63. LONG SHOT

               The ship leaves the ground. The natives stand around, 
               curiously watching.

               INTERIOR PLANE

               64. MEDIUM SHOT

               Conway is pacing. The occupants sit by their open windows.

                                     CONWAY
                         Imagine having all that fuel there, 
                         waiting for us!
                              (he sits down)
                         George, something tells me our 
                         journey is just beginning.

                                     LOVETT
                         Where are we going? Huh?

                                     BARNARD
                              (pointing)
                         If you ask me, we're heading 
                         straight for those mountains.

               EXTERIOR SHOT

               65. LONG SHOT

               We see the plane against the sky. In the b.g., there is 
               nothing but snow-covered mountains.

                                                            DISSOLVE TO:

               INSERT: A sign reading "Shanghai Municipal Airport."

               INT. AIRPORT

               MEDIUM CLOSE SHOT

               A Chinese officer is on the phone.

                                     CHINESE OFFICER
                         A Douglas plane from Baskul with 
                         Conway and four others aboard are 
                         missing. Unreported between here 
                         and Baskul.

               QUICK SHOTS OF:

               A switchboard operator besieged by calls.

               A telegraph secretary furiously typing.

               Newspapers being run off a press.

               INT. FOREIGN OFFICE

               67. CLOSE SHOT

               Of a high official of the British Foreign Office.

                                     HIGH OFFICIAL
                              (holding forth to 
                              his secretary)
                         Make it very emphatic that His 
                         Majesty's Government will hold the 
                         Chinese government and all Chinese 
                         governors of Chinese provinces 
                         responsible for the complete safety 
                         of Robert Conway.

               THE CAMERA PULLS BACK to reveal other foreign department 
               officials and functionaries arriving in the midst of his 
               speech.

                                     HIGH OFFICIAL
                         Good morning, gentlemen.

                                     FUNCTIONARIES
                              (ad-libbing)
                         Good morning, etc.

                                     OFFICIAL
                         No news yet, sir?

                                     HIGH OFFICIAL
                         It's fantastic. The plane couldn't 
                         disappear into thin air.
                              (turning to secretary 
                              of the group)
                         And cable Lord Gainsford at 
                         Shanghai. Leave no stone unturned 
                         to find Conway.
                              (turning back to 
                              foreign officials)
                         And Robertson?

                                     ROBERTSON
                         Yes, sir?

                                     HIGH OFFICIAL
                         Better get a postponement of the 
                         Far East conference. We can't afford 
                         to meet those nations without 
                         Conway.

               INT. PLANE

               68. MED. SHOT

               The occupants are hunched up in the corner of their seats. 
               What little clothes they have, and what few blankets, are 
               bundled around them. All the windows are shut.

               INSERT: ALTOMETER

               Registering a height of 10,000 feet.

               69. FULL SHOT

               There is silence for a moment before Barnard speaks.

                                     BARNARD
                         It can't be kidnapping. They 
                         wouldn't be taking us so far on 
                         such a dangerous trip. No sense to 
                         it.

               No one responds to his speculation and he lapses into 
               silence.

               70. MED. SHOT

               To include George, Conway and Lovett.

                                     GEORGE
                         What do you make of it, Bob? You 
                         must have some idea?

               Conway shrugs.

                                     CONWAY
                         Huh? I give it up. But this not 
                         knowing where you're going is 
                         exciting anyway.

                                     LOVETT
                         Well, Mr. Conway, for a man who is 
                         supposed to be a leader, your do-
                         nothing attitude is very 
                         disappointing.

                                     GEORGE
                         What do you want him to do?

                                     LOVETT
                         I don't know. I'm a paleontologist, 
                         not a Foreign Secretary.

               Lovett slips back into his corner and pulls his coat over 
               his face.

               INSERT: OF ALTOMETER

               Registering above 10,000 feet. We STAY on it as it climbs 
               and climbs to 15,000 feet.

               EXT. MOUNTAINOUS COUNTRY

               71. SHOWING THE PLANE HIGH OVER MOUNTAIN PEAKS.

                                                            DISSOLVE TO:

               EXT. SHOT OF PLANE - NIGHT

               72. LONG SHOT

               Against a moonlit sky, we see a lone speck - the plane as 
               it flies high above the mountains. It appears to be 
               traveling through endless space.

               INT. PLANE

               73. MED. SHOT

               The atmosphere is pervaded with a feeling of utter futility. 
               The occupants are still slumped in the corners of their 
               seats.

               74. CLOSE SHOT - GLORIA AND BARNARD

               Gloria has a fit of coughing. She grabs her throat - as 
               she gasps for breath. Barnard, himself feeble and exhausted, 
               glances over at her sympathetically.

               75. WIDER SHOT

               Including Lovett, George, and Conway. Lovett sits with his 
               chin helplessly on his chest, his mouth ludicrously open, 
               his eyes popping. George, his teeth clenched, struggles 
               against a desire to sob. Conway looks at him feelingly.

               76. CLOSE SHOT - GEORGE AND CONWAY

               Conway's eyes never leave George, who finally unable to 
               control himself, emits a sob - and rather ashamed, slaps 
               his hand over his mouth and turns away.

                                     CONWAY
                         Oh George, come on.

                                     GEORGE
                              (suddenly - tensely)
                         It's not knowing that's so awful, 
                         Bob. Not knowing where you're going, 
                         or why, or what's waiting when you 
                         get there.

               George, with an effort, stifles another outbreak.

                                     CONWAY
                         We got above that storm.

               INSERT: OF ALTOMETER

               At 20,000 feet - and while we stay on it - keeps mounting.

               INTERIOR CABIN

               77. FULL SHOT

               Deathly silence. Gloria has her hands to her ears, rocking 
               in pain. Suddenly her voice rents the air.

                                     GLORIA
                         Oh! Oh! I can't stand it any longer!

               She jumps up and moves about frantically.

                                     GLORIA
                              (screaming)
                         Take us down! I can't stand this 
                         pain any longer! Let me out of 
                         here I say! I can't stand it any 
                         longer!

               She runs to one of the ship's doors and pounds on it with 
               her fist, then tries to shove it open. A blast of frigid 
               air throws her back. George and Conway manage to pry her 
               off and pull her away. Sobbing pitifully, she lets Conway 
               steer her back to her seat, where she bundles up in 
               torturous pain. For a moment nothing is heard but her 
               stifled moans.

                                     BARNARD
                         Take it easy, sister.

               Unexpectedly the cockpit panel opens, and the pilot tosses 
               something out in Gloria's direction.

                                     CONWAY
                              (grabbing for it)
                         It's oxygen!
                              (he rigs it up for 
                              her)
                         Now take it with your teeth. That's 
                         right - bite.

                                     GLORIA
                              (struggling)
                         Let me alone.

                                     CONWAY
                         Now, now. Come on now. That's right. 
                         Now, bite.

               She resumes her sobbing quietly.

                                                            DISSOLVE TO:

               EXT. PLANE

               78. LONG SHOT

               Of the plane at twilight, fading into deepest night.

               INT. PLANE

               79. FULL SHOT

               Of the cabin at night, everyone frozen in despair. All of 
               a sudden there is a loud, sputtering noise from the outside. 
               They all react - listen for a moment - until the noise 
               dies completely. Now nothing is heard - not even the motor.

                                     AD-LIB
                              (breaking the silence)
                         What's that! What's happening?

                                     CONWAY
                              (immediately on his 
                              feet)
                         He must have run out of fuel.

                                     BARNARD
                         Look! Look down there!

               EXT. PLANE

               80. LONG SHOT

               The plane gradually tilting downward.

               INT. PLANE

               81. FULL SHOT

               The ship sways several seconds and finally rights itself.

               EXT. PLANE

               82. LONG SHOT

               Of what they see from plane. Vast snow-covered mountain 
               peaks, with no sign of a stretch big enough to land.

               83. LONG SHOT

               The plane sways perilously in the cross wind.

               INTERIOR PLANE

               84. MEDIUM SHOT

               They are all silent - waiting prayerfully. Conway turns to 
               the others - his voice electric with authority.

                                     CONWAY
                         George - everybody - better get 
                         back towards the tail! He may nose 
                         her over. Into the corner, quick! 
                         George - cushions, blankets!

               They obey his command.

               EXTERIOR SHOT OF PLANE

               85. LONG SHOT

               We see the plane nearing the ground, sailing over some 
               smaller hills.

               INTERIOR PLANE

               86. MED. CLOSE SHOT

               With Conway in front of them, the others are crouching in 
               the corner. There are ad-libs of fearful assurances while 
               they hand around cushions and blankets.

               EXTERIOR SHOT OF PLANE

               87. LONG SHOT

               Just as the ship hits the ground for the first time.

               INTERIOR PLANE

               88. MED. CLOSE SHOT

               The occupants brace themselves for the jolt. The ship hits 
               and bounces several times and finally stops. Its nose seems 
               to bury itself in the ground. The people are lifted high 
               into the air where they remain, suspended for a few seconds, 
               terror-stricken. Then, accompanied by grinding, crackling 
               sounds, the ship flops back and falls on its side. For a 
               moment there is stark silence - while the people do not 
               stir. A look of relief spreads over their faces.

                                     CONWAY
                         Everybody all right?

               The passengers offer dazed replies: "Okay - yeah - I think 
               so." Meanwhile, Conway has opened the door. A swirling 
               mass of snow greets them, so that they have to force their 
               way out.

               EXTERIOR OF PLANE

               89. MEDIUM SHOT

               George and Conway fight their way down from the plane in 
               the blinding snow. George quickly runs around to the other 
               side. Conway crosses to the cockpit, and clambers aboard.

               CLOSE SHOT IN THE COCKPIT

               Lit only by the dashboard light. Conway sticks his head in 
               from the outside. His eyes which have been flashing with 
               determination suddenly sober. CAMERA PANS OVER to pilot, 
               who is slumped over, his chin resting on his chest.

               MEDIUM CLOSE SHOT

               George pops into view on the opposite side, just as Conway 
               has found the pilot's gun beside him on the seat.

                                     GEORGE
                         What is it? Has he fainted?

                                     CONWAY
                         It looks like it.
                              (sniffing)
                         Smell those fumes?

               Conway hops up beside the pilot. George follows suit.

                                     CONWAY
                              (handing gun to 
                              George)
                         Here George, take the gun. Hold 
                         the lights. I'm going to search 
                         him before he comes to.
                              (while searching)
                         We might find something interesting.
                              (finds something)
                         Hello - what's this? A map!
                              (hands it to George)
                         He resumes his search 
                         enthusiastically.

               Suddenly he stops. The utter limpness of the pilot's body 
               gives him pause. He lifts up his chin, stares into his 
               face - pulls up his eyelid and then places a hand over his 
               heart. He turns slowly toward George, who has been watching 
               his brother intently.

                                     CONWAY
                         He's dead.

                                     GEORGE
                         Dead?

               George stares unbelievingly.

                                     CONWAY
                         It must have happened the moment 
                         he hit the ground.
                              (a pause)
                         Let's take a look at this map.

               Conway holds the map under the dashboard light. He studies 
               it painstakingly, and his tense expression changes to one 
               of deep concern. George's eyes are glued on him.

                                     GEORGE
                         What is it?

                                     CONWAY
                         See that spot?

                                     GEORGE
                         Yes.

                                     CONWAY
                         That's where we were this morning. 
                         He had it marked. Right on the 
                         border of Tibet. Here's where 
                         civilization ends. We must be a 
                         thousand miles beyond it - just a 
                         blank on the map.

                                     GEORGE
                              (afraid to ask)
                         What's it mean?

                                     CONWAY
                         It means we're in unexplored country - 
                         country nobody ever reached.

               George stares at him, wide-eyed, the gravity of their 
               situation slowly penetrating his terrorized mind. Conway's 
               thoughts are interrupted by a knock on the panel, and he 
               looks up.

               92. MED. CLOSE SHOT THROUGH GLASS PANEL

               We see the faces of Barnard and the others. We hear their 
               voices inquiring - "Hey, Conway, what's happening?" - 
               "What's up?" - "Where are we?" - "What'd you find out?"

               93. CLOSE SHOT - CONWAY AND GEORGE

               Conway turns to George.

                                     CONWAY
                         George, our chances of getting out 
                         of this are pretty slim. But it's 
                         up to us.
                              (a nod toward cabin)
                         We can't have three hysterical 
                         people on our hands.

               He enters the cabin through the cockpit.

               INT. CABIN OF PLANE

               94. MEDIUM SHOT

               As Conway enters, he is met by a volley of questions.

                                     AD-LIB
                         What do you say? What'd you find 
                         out?

                                     CONWAY
                              (interrupting - 
                              cheerily)
                         Everything's all right. The pilot 
                         won't trouble us any more. He's - 
                         he's dead.

               This is met by a series of exclamations.

                                     AD-LIB
                         Dead? How did it happen?

                                     CONWAY
                         Probably a heart attack.

                                     BARNARD
                         What are we going to do?

                                     CONWAY
                         Well, there's nothing we can do 
                         until the morning.

               95. CLOSE SHOT

               Taking in George as he enters from cockpit. His terror-
               stricken eyes look dully before him. He stops in the 
               doorway.

                                     CONWAY
                         The storm will probably die down 
                         by then. My suggestion is that we 
                         better all try and get a good 
                         night's rest.

               96. MEDIUM SHOT

               Over the shoulders of Gloria, Barnard and Lovett as they 
               face Conway, who sits down.

                                     GEORGE
                              (fiercely)
                         Why don't you tell them the truth?

               97. FULL SHOT

               They all wheel around and face George.

                                     GEORGE
                         Why don't you tell them we're a 
                         million miles from civilization, 
                         without a chance of getting out of 
                         here alive? It's slow starvation - 
                         that's what it is. It's a slow, 
                         horrible death!

               When the significance of this outburst finally sinks into 
               the chaotic minds of his listeners, they turn to Conway 
               hopefully, certain he will refute it. But Conway looks 
               beyond them at George. From his noncommittal silence, they 
               realize that George's statement is the truth. They slip 
               into their seats. The place is heavy with a fatalistic 
               silence. George slowly crosses to his seat near Conway, 
               avoiding his accusing eyes. Suddenly the air is rent with 
               harsh, bitter laughter from Gloria. They all look up.

                                     GLORIA
                         Well, that's perfect! Just perfect! 
                         What a kick I'm going to get out 
                         of this!

               She emits another outburst of semi-hysterical laughter.

               CLOSE SHOT - GROUP

               Favoring Gloria. The bitterness of a lifetime in her voice.

                                     GLORIA
                              (grimly satisfied)
                         A year ago a doctor gave me six 
                         months to live. That was a year 
                         ago! I'm already six months to the 
                         good. I'm on velvet. I haven't got 
                         a thing to lose—

                                     (SEMI-HYSTERICAL)
                         But you! - you, the noble animals 
                         of the human race, what a kick I'm 
                         going to get out of watching you 
                         squirm for a change.
                              (her voice cracks 
                              completely)
                         What a kick!

               She flops into her seat and buries her head in her hands. 
               For quite a while all we hear are her stifled sobs.

               99. CLOSE SHOT - CONWAY AND GEORGE

               George throws sidelong glances at his brother, feeling his 
               guilt.

               100. FULL SHOT

               Shooting from front of plane, taking in entire cabin. The 
               only sound that comes in on the tragic quiet is the low 
               moaning of the wind outside. A feeling of doom has descended 
               upon the five people.

                                                               FADE OUT:

               FADE IN:

               101. LONG SHOT

               Shooting toward the mountains which seem to imprison the 
               valley below. The snowstorm, treacherous in its fury, seems 
               to threaten the valley with complete obliteration.

               102. MEDIUM SHOT

               Of the plane, tilted over on its side. It is fully covered 
               with snow. CAMERA PANS UP TO LOVETT AND BARNARD, shivering 
               in their blankets as they pace worriedly.

               INTERIOR OF PLANE

               103. MEDIUM SHOT

               George and Conway are missing. Lovett turns from the window.

                                     LOVETT
                         They've been gone for three hours.

               The others appear disinterested in this observation.

                                     LOVETT
                         Left us here to rot. That's what 
                         they've done. Heroes of the 
                         newspapers!

                                     BARNARD
                         All right, all right. Keep quiet.

               Lovett sees something through the window.

               EXTERIOR OF PLANE

               104. MEDIUM SHOT - THROUGH WINDOW OF PLANE

               George and Conway are seen walking briskly toward the plane, 
               their few clothes a scant protection against the biting 
               wind.

               INTERIOR PLANE

               105. FULL SHOT

                                     LOVETT
                         Here they come!

               The others quickly glance up, just as Conway and George 
               clamber aboard. Conway has a serious mien, but George is 
               full of vigor and enthusiasm.

                                     GEORGE
                         Hello, everybody.

               He holds out his hat which he has been carrying, bottom 
               side up.

                                     GEORGE
                         Well, we found some food.

               Barnard and Lovett rush to him.

                                     GEORGE
                         No chance of our starving now.

               When they see the contents of his hat, their faces fall.

                                     LOVETT
                         What is it?

                                     GEORGE
                         Mountain grass. It's good, too. 
                         Here, have some. I've read of people 
                         lasting thirty days on this stuff.

               They grab handfuls. He goes on:

                                     GEORGE
                         Listen, my brother and I have worked 
                         out a plan. If we use our heads, 
                         we should be able to keep alive 
                         for weeks, until he gets back.

                                     LOVETT & BARNARD
                         Gets back? Where's he going?

                                     GEORGE
                         He doesn't know. But he's starting 
                         out right away in the direction of 
                         India. Sooner or later he's bound 
                         to run into somebody - a tribe or 
                         something.

                                     BARNARD
                         Yeah?

               CLOSE SHOT - CONWAY

               Throughout the previous scene he has been busily occupied 
               making preparations. Out of the baggage hold he has brought 
               some blankets and rope and has been wrapping his feet in 
               them. As George speaks, he looks up and smiles.

                                     GEORGE
                         Now here's the idea. We found a 
                         cave over by that small hill. After 
                         we bury the pilot, we're moving 
                         in. We can have a fire there. I 
                         shouldn't be surprised to see Bob 
                         back within a week.

               Conway's smile dies on his face. We get a feeling he is 
               attempting a futile journey, and is fully aware of it. He 
               resumes the roping of his feet - his movements mechanical.

               MED. CLOSE SHOT - GROUP

               Barnard and Lovett all attention as George speaks. Gloria, 
               off to one side, has her eyes peeled on Conway intently.

               108. CLOSE SHOT - GLORIA AND CONWAY

                                     GLORIA
                         You haven't got a Chinaman's chance 
                         of getting out of this country 
                         alive, and you know it.

               Conway stares at her blankly.

                                     BARNARD
                         Cave, eh? Where?

                                     GEORGE
                              (pointing)
                         Over by that hill.

               Barnard peers out the plane window.

                                     BARNARD
                         Hey - look!

                                     GEORGE
                         Look, Bob!

               109. FULL SHOT

               They all look up and glance out.

               EXTERIOR OF PLANE

               110. LONG SHOT THROUGH WINDOW

               From their angle. In the distance, just appearing over the 
               top of a hill, we see a caravan of natives approaching.  
               They are not close enough to distinguish who or what they 
               are, but that they are human beings is apparent.

               INTERIOR PLANE

               111. MEDIUM SHOT

               Conway takes in the unbelievable sight. We hear the exultant 
               exclamations of the others. Barnard and Lovett start out 
               of the plane.

                                     LOVETT
                              (looking around)
                         Where are they? Do you see them?

                                     BARNARD
                         Yes!

                                     LOVETT
                         Do you think they're cannibals?

               EXTERIOR OF PLANE

               112. MEDIUM SHOT

               Where George, Lovett and Barnard wait, a trifle awe-
               stricken. Conway joins them. Gloria has stayed inside.

               MED. LONG SHOT

               The approach of the caravan from the viewpoint of the group. 
               It comprises some twenty Tibetans, attired in sheepskins, 
               fur, hats and boots. Somewhere in the middle of the single 
               file is Chang, an elderly Chinese. Chang steps forward as 
               their leader.

               MED. SHOT (MOVING)

               As Conway leaves his group and meets the oncoming party. 
               He approaches Chang and bowing courteously, greets him in 
               Chinese. Chang turns his head slowly and speaks in perfect 
               Oxfordian English.

                                     CHANG
                         I am from a nearby Lamasery.
                              (holding out his 
                              hand)
                         My name is Chang.

                                     115. MEDIUM SHOT
                         George, Barnard and Lovett.

                                     GEORGE
                         Why, he's speaking English.

                                     LOVETT
                         English!

                                     CONWAY
                              (shaking hands)
                         And mine's Conway.

                                     CHANG
                         How do you do?

                                     CONWAY
                         You've no idea, sir, how unexpected 
                         and very welcome you are. My friends 
                         and I - and the lady in the plane - 
                         left Baskul night before last for 
                         Shanghai, but we suddenly found 
                         ourselves traveling in the opposite 
                         direction—

                                     LOVETT
                         At the mercy of a mad pilot.

                                     CONWAY
                         We'd be eternally grateful if you—

                                     CHANG
                              (interrupting)
                         Where is your mad pilot?

                                     CONWAY
                         He must have had a heart attack, 
                         or perhaps the fumes. When the 
                         plane landed he was dead.

                                     GEORGE
                         We were just going to bury him 
                         when you came along.

                                     CHANG
                              (preoccupied)
                         Pardon me—

               Chang turns to some of his men and issues an order in a 
               foreign tongue, obviously instructions to take care of the 
               pilot.

                                     CONWAY
                              (when Chang is 
                              through)
                         So, if you will be good enough to 
                         direct us to your Lamasery—

               MED. CLOSE SHOT - GROUP

               Favoring Chang.

                                     CHANG
                         I shall consider it an honor to 
                         accompany you and your friends.

               He issues a command to his men and turns to Conway.

                                     CHANG
                         You will need suitable clothes for 
                         the journey. It is not particularly 
                         far, but quite difficult.

                                     CONWAY
                         Thank you.

               Several men have hopped into the scene while he has been 
               speaking. They come forward with boots - sheepskins - fur 
               caps, etc. As they start to get into these new clothes:

                                                            DISSOLVE TO:

               117. LONG SHOT

               As the caravan starts its journey back up the hill. All 
               five people are now attired in their newly acquired outfit.

               SERIES OF SHOTS

               Showing the party on various stages of what looks like a 
               humanly impossible journey. We see them first climbing - 
               then across long vastnesses of flat land. Each succeeding 
               time we see them, their feet drag more wearily. Their 
               breathing becomes more difficult. These pictures finally

                                                            DISSOLVE TO:

               EXT. NARROW TABLELAND

               MED. LONG SHOT

               Halfway up a mountainside. The procession is just starting 
               around a hairpin curve. They are forced to travel on a 
               narrow ledge overlooking a deep ravine.

               120. CLOSE SHOT - LOVETT, BARNARD AND GLORIA

               As they cling against the rocky sides and glance 
               apprehensively down into the abyss below.

               CLOSE SHOT - GLORIA

               Close by to Barnard. Gloria's face is wan and haggard. 
               Every upward move seems to require a Herculean effort. She 
               stops and has a fit of coughing.

                                                            DISSOLVE TO:

               EXT. MOUNTAIN TRAIL

               122. LONG SHOT

               Of the snake-like moving party. They have reached quite a 
               height although the peak of the mountain they are ascending 
               towers high above them. The cutting wind moans treacherously 
               as it caroms off the mountainside. A heavy mist envelops 
               them.

               SERIES OF SHOTS

               As the snake-like line approaches a narrow, treacherous 
               footbridge and makes a slow, difficult crossing in heavy 
               weather.

               EXT. MOUNTAIN TOP

               124. MED. SHOT

               Of the group. They round a curve and come upon a narrow 
               crevice which opens up into a passageway. One by one they 
               step through, assisted by the natives. On the other side, 
               they sigh relievedly. Oddly, the wind has stopped, the 
               chill has lessened. They look up to inspect their 
               surroundings and a startled look comes into their eyes.

               MED. CLOSE SHOT

               Of Conway as he glances casually around. What he sees leaves 
               him transfixed. He stares unbelievingly before him for a 
               long time.

               EXT. SHOT OF SHANGRI-LA

               125. LONG SHOT

               From angle at mountain top.

               A sight that is both magnificent and incredible. The eye-
               filling horizon before them throws out a softness and a 
               warmth that is breathless. On the left is a group of colored 
               pavilions that seem as if suspended on the mountainside. 
               Down below, in the hazy distance, is a valley which gives 
               one the impression of a huge tapestry, superb in its 
               blending of soft colors. In every direction, wherever one 
               might gaze, there is a feast of strange and heavenly beauty.

               MED. CLOSE SHOT

               As Chang approaches Conway.

                                     CHANG
                         Welcome to Shangri-La.

               EXT. MOUNTAIN TOP

               MED. SHOT - GROUP

               Conway's group and Chang. Chang smiles as he watches their 
               astonished faces. Conway turns from the rare magnificence 
               of Shangri-La, unhampered by the wind and storm they had 
               just encountered, and looks backward, in the direction 
               from which they came to assure himself he is the victim of 
               a nightmare. Chang, watching him, answers him before he 
               can express his astonishment.

                                     CHANG
                              (a wave of his hand)
                         You see, we are sheltered by 
                         mountains on every side. A strange 
                         phenomena for which we are very 
                         grateful.

                                                            DISSOLVE TO:

               EXT. A GARDEN

               SERIES OF SHOTS

               As the group approaches the beautiful and peaceful Shangri-
               La.

               129. MED. SHOT

               At the foot of a wide marble stairway as the caravan stops.

                                     LOVETT
                         It's magic!

               130. CLOSER SHOT

               On the group, as they look around and feast their eyes on 
               the grandeur of the place.

               CLOSE SHOT - CONWAY

               Glancing around at his picturesque surroundings.

               132. PANNING SHOT

               Following Conway's gaze. In an upper window of a tower, 
               their faces glued to the pane, are two robed Lamas who 
               stare down curiously. CAMERA PANS OVER to a very narrow 
               terrace covered almost completely by a floral arbor. In it 
               stands a statuesque woman of rare beauty. She looks down 
               at Conway intently.

               CLOSE SHOT - CONWAY

               As he returns her gaze, impressed by her beauty.

                                     GEORGE'S VOICE
                         Come along, Bob. Coming, Bob?

               CLOSE SHOT - CONWAY

               His eyes still on the girl above. He starts up the steps, 
               staring at her, then stumbles.

               CLOSE SHOT - THE GIRL

               Laughing at his embarrassment.

               CLOSE SHOT - CONWAY

               He smiles up at her.

                                                            DISSOLVE TO:

               INT. A DINING ROOM

               137. FULL SHOT

               It suggests nothing we might expect to see in this forsaken 
               place. The motif is neither Oriental nor religious - but 
               rather a delicately appointed room, subdued in tones. At 
               the moment, no one is present except servants who silently 
               set the table.

               INT. A CORRIDOR

               MED. TRUCKING SHOT

               Of Lovett peering worriedly toward dining room door. He 
               sees two servants who flank the entrance and steps back 
               hesitantly. Barnard emerges from a room across the hall, 
               and Lovett beckons to him. Both are attired in flowing 
               robes not unlike the one worn by Chang.

                                     LOVETT
                         Mr. Barnard, I do not like this 
                         place. I definitely do not like 
                         this place.

                                     BARNARD
                         Will you stop squawking!

                                     LOVETT
                         Look at me. Look at what they gave 
                         me to wear.

                                     BARNARD
                         You never looked better in your 
                         life. As soon as our clothes are 
                         cleaned, they're going to give 
                         them back to us, Lovey.

               They have reached the doorway of the dining room and halt. 
               Two servants bow and scrape and lead them in.

                                     BARNARD
                         Something tells me this means food. 
                         Come on!

                                     LOVETT
                         I just feel as though I'm being 
                         made ready for the executioner.

               INT. DINING ROOM

               139. MEDIUM SHOT

               As the servants show Lovett and Barnard to their places.

                                     BARNARD
                              (taking in the food)
                         Yeah? If this be execution, lead 
                         me to it.

                                     LOVETT
                         That's what they do with cattle 
                         just before the slaughter. Fatten 
                         them.

                                     BARNARD
                         Uh-huh. You're a scream, Lovey.

                                     LOVETT
                         Please don't call me Lovey.

               At this moment Conway and George enter.

                                     CONWAY
                         That was refreshing! Oh, ho - the 
                         food looks good!

               He takes something off the table and nibbles at it.

                                     BARNARD
                         Some layout they got here. Did you 
                         get a load of the rooms? You 
                         couldn't do better at the Ritz.

                                     LOVETT
                         All the conveniences for the 
                         condemned, if you ask me.

               Conway looks at him and smiles.

                                     BARNARD
                         Don't mind Lovey. He's got the 
                         misery.

                                     LOVETT
                         Mr. Conway, I don't like this place. 
                         I don't like it. It's too 
                         mysterious.

                                     CONWAY
                         It's better than freezing to death 
                         down below, isn't it?

                                     BARNARD
                         I'll say.

               INT. GLORIA'S ROOM

               140. FULL SHOT

               It is in semi-darkness. The moon sends a stream of light 
               through the windows. Outside we see the outline of towering 
               mountains. Spread across the bed - her clothes unchanged - 
               is the body of Gloria - her face sunk deep in the pillows.

               MED. CLOSE SHOT

               Gloria emits wracking coughs. After a few moments - she 
               sits up. Her cheeks are wet - her hair disheveled - her 
               eyes bloodshot. We get an impression of someone who has 
               suffered for hours. Finally, her coughing begins again - 
               and unable to stand it, she rises and paces the floor - 
               then she crosses to the window and looks down, CAMERA 
               PANNING WITH HER - and into her eyes has come a grim, 
               determined expression.

               142. LONG SHOT

               From Gloria's point of view.

               She is staring at the chasm below her.

               CONTINUATION SCENE 141

               Gloria continues to peer below - and her coughing resumes.

               INT. CORRIDOR

               143. MEDIUM SHOT

               As Chang comes down the corridor - hears the coughing and 
               stops.

               INT. GLORIA'S ROOM

               144. FULL SHOT

               Chang enters and watches Gloria for a moment before 
               speaking.

                                     CHANG
                         Is there something I can do for 
                         you?

               Gloria wheels around and glares at him.

                                     GLORIA
                         What do you want?

                                     CHANG
                         I've offered you some warm broth. 
                         I thought perhaps-

                                     GLORIA
                         You get out of here! If any of you 
                         men think you can come busting in 
                         here-

               She cannot finish as she is attacked by a fit of coughing.

                                     CHANG
                         Please calm yourself. You'll soon 
                         be well if you do.

                                     GLORIA
                              (through fits of 
                              coughing)
                         I don't need any advice from you! 
                         Get me a doctor!

                                     CHANG
                         I'm sorry, but we have no doctors 
                         here.

                                     GLORIA
                              (looks up quickly)
                         No doctors?
                              (bitterly)
                         That's fine. That's just fine.

                                     CHANG
                         Please let me help you.

                                     GLORIA
                         Sure, you can help me! You can 
                         help me jump over that cliff! I've 
                         been looking and looking at the 
                         bottom of that mountain, but I 
                         haven't got the nerve to jump!

                                     CHANG
                              (quietly)
                         You shouldn't be looking at the 
                         bottom of the mountain. Why don't 
                         you try looking up at the top 
                         sometimes?

                                     GLORIA
                              (her voice cracking)
                         Don't preach that cheap, second-
                         hand stuff to me!
                              (a sob escapes)
                         Go on, beat it. Beat it!

               She flings herself across the bed, coughing uncontrollably. 
               Chang watches her sympathetically for a few seconds.

                                     CHANG
                              (before turning 
                              away)
                         Peace be with you, my child.

               INT. DINING ROOM

               145. FULL SHOT

               They all look up as Chang enters. He is escorted to his 
               place at the head of the table by two servants who stand 
               on either side of his chair.

                                     CHANG
                              (jovially)
                         Good evening. Good evening, my 
                         friends. Oh no, no, no, please sit 
                         down. I hope you found everything 
                         satisfactory.

                                     BARNARD & CONWAY
                         Swell. Excellent.

                                     CHANG
                              (sees that no one 
                              has started)
                         You shouldn't have waited for me.

                                     BARNARD
                         Where's the girl? Miss Stone.

                                     CHANG
                         She's remaining in her room. She 
                         isn't feeling very well.
                              (to others)
                         Now please go on without me. I eat 
                         very little.

               146. MEDIUM SHOT

               Shooting down the long table toward Chang. He sits up 
               straight - studying them - as the others bend over their 
               food.

                                                            DISSOLVE TO:

               INT. DINING ROOM

               147. MEDIUM SHOT

               The meal is over. Conway sips from a wine glass.

                                     BARNARD
                         Well, there's certainly nothing 
                         wrong with that meal!

                                     CHANG
                         Thank you.

                                     CONWAY
                         And the wine - excellent.

                                     CHANG
                         I'm glad you like it. It's made 
                         right here in the valley.

                                     LOVETT
                         Now that dinner is over, if you'll 
                         excuse us, we're very anxious to 
                         discuss ways and means of getting 
                         back home.

                                     GEORGE
                         The first thing we want to do is 
                         to cable the Foreign Office. All 
                         of England is waiting to hear about 
                         my brother. There's a cruiser at 
                         Shanghai ready to take him back.

                                     CHANG
                         Really? Well, as regards cabling, 
                         I'm afraid I can't help. 
                         Unfortunately, we have no wireless 
                         here. As a matter of fact, we have 
                         no means of communication with the 
                         outside world.

               George stares at him suspiciously - and then turns to Conway 
               for his reaction - but Conway is apparently disinterested 
               in the whole conversation.

                                     BARNARD
                         Not even a radio?

                                     CHANG
                         It's always been a source of deep 
                         regret, but the mountains 
                         surrounding us have made reception 
                         almost impossible.

                                     GEORGE
                         In that event, we better make 
                         arrangements to get some porters 
                         immediately. Some means to get us 
                         back to civilization.

                                     CHANG
                         Are you so certain you are away 
                         from it?

                                     GEORGE
                         As far away as I ever want to be.

                                     CHANG
                         Oh, dear.

                                     LOVETT
                         Of course, the porters will be 
                         very well paid - that is, within 
                         reason.

                                     CHANG
                         I'm afraid that wouldn't help. You 
                         see, we have no porters here.

                                     LOVETT
                         No porters here!!

                                     CHANG
                         No.

                                     BARNARD
                         What about those men we met this 
                         morning?

                                     CHANG
                         Yes. Those are our own people. 
                         They never venture beyond the point 
                         where you were met this morning. 
                         It is much too hazardous.

               CLOSE SHOT - CONWAY

               To intercut with above speech.

               He has remained quiet throughout the scene, apparently 
               interested only in a paper in front of him, upon which he 
               has been writing.

               INSERT: What has been occupying Conway's interest. It is a 
               picture of Chang which he has been listlessly drawing.

                                     BARNARD
                         How do you account for all this? 
                         Who brought it in?

               149. FULL SHOT

               They all turn to Chang expectantly.

                                     CHANG
                         Oh, yes. There is a tribe of porters 
                         some five hundred miles from here. 
                         That is our only contact with the 
                         outside world. Every now and again, 
                         depending upon favorable weather 
                         of course, they make the journey.

                                     GEORGE
                         How can we get in touch with them?

                                     CHANG
                         In that respect, you are exceedingly 
                         fortunate. We are expecting a 
                         shipment from them almost any time 
                         now—

                                     LOVETT
                         What exactly do you mean by "almost 
                         any time now"?

                                     CHANG
                         Well, we've been expecting this 
                         particular shipment for the past 
                         two years.

                                     BARNARD
                         Two years!?

                                     CHANG
                         Yes.

               Barnard and Lovett look shocked. George starts to say 
               something, but the words choke in his throat.

                                     CHANG
                         But I can assure you, gentlemen, 
                         if there is a prolonged delay, 
                         Shangri-La will endeavor to make 
                         your stay as pleasant as possible.
                              (rising)
                         And now if you will excuse me, it 
                         is getting late. I do hope you all 
                         sleep well. Good night.

               The servants move his chair back. Before he goes, however, 
               he turns to Conway.

                                     CHANG
                         Good night, Mr. Conway.

               Conway, a little surprised at the distinction in his behalf, 
               nods.

                                     CONWAY
                         Good night, sir.

               Chang exits. There is a hushed silence following Chang's 
               departure.

                                     LOVETT
                         That's what I mean - mysterious. 
                         Mr. Conway, I don't like that man. 
                         He's too vague.

                                     GEORGE
                              (concerned)
                         We didn't get much information out 
                         of him, did we Bob?

                                     CONWAY
                         It seems to me we should be 
                         grateful. We were in a bad mess 
                         this morning.
                              (a wave of his hand)
                         After all, this is quite pleasant. 
                         Why not make ourselves comfortable 
                         until the porters do arrive?

               While he was speaking, the muted strains of a violin float 
               into the room. Conway rises.

               150. MEDIUM SHOT

               As Conway crosses to a balcony door.

                                     BARNARD
                         That's what I say. What do you say 
                         to a rubber of bridge? I saw some 
                         cards in the other room.

                                     CONWAY
                         Not for me, thanks. No, I'm too 
                         weary.

               He disappears onto the balcony. George watches him go.

                                     BARNARD
                              (slightly effeminate)
                         How about you Lovey? Come on. Let's 
                         you and I play a game of honeymoon 
                         bridge.

                                     LOVETT
                              (distractedly)
                         I'm thinking.

                                     BARNARD
                         Thinking? What about some double 
                         solitaire?

                                     LOVETT
                         As a matter of fact, I'm very good 
                         at double solitaire.

                                     BARNARD
                         No kidding?

                                     LOVETT
                         Yes.

                                     BARNARD
                         Then I'm your man.
                              (starts away)
                         Come on, Toots.

               Lovett detests the pet names, but follows. George thinks a 
               moment - and crosses to balcony.

               EXT. BALCONY

               151. MEDIUM SHOT

               Conway is listening moodily to the soulful music. George 
               wanders in beside him.

                                     CONWAY
                         Hello, George.
                              (looking out)
                         Cigarette?

                                     GEORGE
                         Thanks.
                              (lights the cigarette - 
                              after a pause)
                         I suppose all this comes under the 
                         heading of adventure.

                                     CONWAY
                         We've had plenty of it the last 
                         few days.

                                     GEORGE
                         It's far from over, from what I 
                         can see. This place gives me the 
                         creeps, hidden away like this - no 
                         contact with civilization. Bob, 
                         you don't seem concerned at all.

                                     CONWAY
                         Oh, I'm feeling far too peaceful 
                         to be concerned about anything.
                              (moodily)
                         I think I'm going to like it here.

                                     GEORGE
                         You talk as though you intend on 
                         staying.

                                     CONWAY
                              (turns to him)
                         Something happened to me, when we 
                         arrived here, George, that - well - 
                         did you ever go to a totally strange 
                         place, and feel certain that you've 
                         been there before?

                                     GEORGE
                         What are you talking about?

                                     CONWAY
                              (back to earth)
                         I don't know.

                                     GEORGE
                         You're a strange bird. No wonder 
                         Gainsford calls you the man who 
                         always wanted to see what was on 
                         the other side of the hill.

               152. TWO SHOT - CONWAY AND GEORGE

               Conway's point of view, studying George.

                                     CONWAY
                         Don't you ever want to see what's 
                         on the other side of the hill?

                                     GEORGE
                         What could there be except just 
                         another hill? In any event, I'm 
                         not curious. At the moment, it 
                         seems to me we should be concerned 
                         about getting home. I'd give 
                         anything to be in London right 
                         now.

                                     CONWAY
                         Of course you would. If ever we 
                         get out of this place, the thing 
                         for you to do is to take that job 
                         with Helen's father.

                                     GEORGE
                         What do you mean if we should get 
                         out?

                                     CONWAY
                              (evasively)
                         Did I say "if"?

                                     GEORGE
                              (interrupting)
                         That's what you said.

                                     CONWAY
                         Well - I mean—

                                     GEORGE
                         What's on your mind, Bob? You talk 
                         as though we're going to have 
                         trouble getting out of here.

               153. CLOSE TWO SHOT - FAVORING CONWAY

                                     CONWAY
                         George, I've been putting things 
                         together. Do you notice the 
                         resemblance between those natives 
                         and the pilot? And why did those 
                         clothes materialize so conveniently 
                         when they met us at the plane? 
                         Chang himself just said that they 
                         never venture beyond that point. 
                         What brought them there? Unless it 
                         was to meet us?

                                     GEORGE
                              (catching on)
                         Chang's first question was about 
                         the pilot.

                                     CONWAY
                         Uh-huh.

                                     GEORGE
                         There must be some connection 
                         between the plane and this place. 
                         They must have deliberately brought 
                         us here. Why, Bob? What reason 
                         could they have for doing a thing 
                         like that?

                                     CONWAY
                         That's what's on the other side of 
                         the hill.

                                                               FADE OUT:

               FADE IN:

               EXT. OF VALLEY - DAY

               154. LONG SHOT FROM A TOWER ROOM

               Shooting over shoulders of two men in f.g.

               We see a beautiful picture of the valley below. There is a 
               tranquility here that is beatific. CAMERA PULLS BACK. The 
               two men are revealed as Conway and Chang. They stand on a 
               terrace of one of the tower rooms.

                                     CHANG
                         It's three thousand feet, 
                         practically straight down to the 
                         floor of the valley. The Valley of 
                         the Blue Moon, as we call it. There 
                         are over two thousand people in 
                         the Valley besides those here in 
                         Shangri-La.

                                     CONWAY
                         Who and what is Shangri-La? You?

                                     CHANG
                         Goodness, no!

                                     CONWAY
                         So there are others?

                                     CHANG
                         Oh, yes.

                                     CONWAY
                         Who, for instance?

                                     CHANG
                         In time you will meet them all.

               155. CLOSE SHOT - THE TWO - FAVORING CONWAY

               He watches Chang's face searchingly, then smiles.

                                     CONWAY
                         For a man who talks a great deal, 
                         it's amazing how unenlightening 
                         you can be.

                                     CHANG
                              (laughs)
                         There are some things, my dear 
                         Conway, I deeply regret I may not 
                         discuss.

                                     CONWAY
                         You know, that's the fourth time 
                         you've said that today. You should 
                         have a record made of it.

                                     CHANG
                              (evasively)
                         Shall we go inside? I should so 
                         like to show you some of our rare 
                         treasures.

               INT. A TOWER

               FOLLOW SHOT WITH GEORGE

               On a spiral staircase. Looking surreptitiously around, he 
               backs his way up. CAMERA FOLLOWS HIM as he reaches the top 
               of the landing. Here he stops and glances around the corner 
               down a corridor.

               INT. CORRIDOR

               157. MEDIUM SHOT

               CAMERA FOLLOWS GEORGE as he peers into several rooms 
               searchingly. He finally arrives at one and enters.

               INT. A ROOM

               158. FULL SHOT

               George enters and looks around. It is dimly lit and 
               apparently unoccupied. He crosses to a desk and picks up 
               several objects, scrutinizing them closely.

               159. CLOSE SHOT OF THE GIRL, MARIA - IN ALCOVE

               She sits, a tapestry board on her lap, watching George 
               with keen interest.

               CLOSE SHOT - GEORGE

               He opens a book and glances at its contents.

               MED. SHOT TO INCLUDE BOTH

               Maria surveys his back appraisingly.

                                     MARIA
                         Good afternoon.

               George wheels around, startled, and stares at her intently.

                                     GEORGE
                              (starts backing out)
                         EXCUSE ME–

                                     MARIA
                              (appealingly)
                         Please don't go.

               George hesitates at door.

                                     MARIA
                         Tea will be served any moment.

               CLOSE SHOT - GEORGE

               He watches her with grave speculation for a long moment, 
               then slowly moves toward her.

                                     MARIA
                              (a winning smile)
                         Won't you come in?

               George still maintains a serious mien, as their eyes meet.

                                     MARIA
                         My name is Maria. Won't you sit 
                         down?

               INT. LIBRARY

               163. FULL SHOT

               It is a huge room. The walls are lined with impressive 
               tomes. Chang is showing Conway around.

               164. MEDIUM SHOT

               Conway has just finished browsing through one of the books.

                                     CONWAY
                         By the way, what religion do you 
                         follow here?

                                     CHANG
                         We follow many.

               A look of surprise spreads over Conway's face.

                                     CHANG
                              (thoughtfully)
                         To put it simply, I should say 
                         that our general belief was in 
                         moderation. We preach the virtue 
                         of avoiding excesses of every kind, 
                         even including—
                              (he smiles)
                         —the excess of virtue itself.

               CLOSER SHOT - THE TWO

                                     CONWAY
                         That's intelligent.

                                     CHANG
                         We find, in the Valley, it makes 
                         for better happiness among the 
                         natives. We rule with moderate 
                         strictness and in return we are 
                         satisfied with moderate obedience. 
                         As a result, our people are 
                         moderately honest and moderately 
                         chaste and somewhat more than 
                         moderately happy.

                                     CONWAY
                         How about law and order? You have 
                         no soldiers or police?

                                     CHANG
                         Oh, good heavens, no!

                                     CONWAY
                         How do you deal with incorrigibles? 
                         Criminals?

                                     CHANG
                         Why, we have no crime here. What 
                         makes a criminal?  Lack, usually. 
                         Avariciousness, envy, the desire 
                         to possess something owned by 
                         another. There can be no crime 
                         where there is a sufficiency of 
                         everything.

                                     CONWAY
                         You have no disputes over women?

                                     CHANG
                         Only very rarely. You see, it would 
                         not be considered good manners to 
                         take a woman that another man 
                         wanted.

                                     CONWAY
                         Suppose somebody wanted her so 
                         badly that he didn't give a hang 
                         if it was good manners or not?

                                     CHANG
                              (smiling)
                         Well, in that event, it would be 
                         good manners on the part of the 
                         other man to let him have her.

               166. CLOSE SHOT - THE TWO - FAVORING CONWAY

                                     CONWAY
                         That's very convenient. I think 
                         I'd like that.

                                     CHANG
                         You'd be surprised, my dear Conway, 
                         how a little courtesy all around 
                         helps to smooth out the most 
                         complicated problems.

               MED. CLOSE SHOT - THE TWO

               Chang smiles. Conway scarcely hears the last speech, for 
               his attention has been caught by the playing of a piano. 
               He stops to listen. Chang has walked out of scene.

               168. MEDIUM SHOT

               Conway locates the direction whence the music comes, goes 
               to a doorway where he stops.

               CLOSE SHOT - CHANG

               He realizes Conway did not follow him and turns. When he 
               sees Conway, his face clouds - and he starts toward him.

               CLOSE SHOT AT DOOR

               Conway watches someone through door with grave interest. 
               Chang enters scene and follows his gaze.

               INT. MUSIC ROOM

               171. FULL SHOT

               From doorway. It is a spacious, high-ceilinged room, oddly 
               shaped, and except for a piano, a harp and several chairs, 
               is otherwise sparsely furnished. At the extreme end, the 
               room is set off by an alcove of stained glass extending 
               from the ceiling to the floor, where it finishes with a 
               deep window seat. At the piano we see an old man - and by 
               his side is the girl Conway saw last night. They finish 
               playing and both laugh heartily.

               CLOSE SHOT AT DOORWAY

               Conway finds her laughter infectious - and smiles.

               173. CLOSE SHOT - GIRL AND MAN AT PIANO

               In the midst of her laughter, the girl sees Conway, off 
               scene, and her face sobers - self-consciously.

               CLOSE SHOT AT DOORWAY

               Chang quickly takes Conway by the arm.

                                     CHANG
                         At some time in the future you 
                         will have the pleasure of meeting 
                         her.

               Conway turns for one last glimpse of the girl, and then 
               turns to Chang, looking up at his face, puzzled and amused.

                                     CONWAY
                         Some man had better get ready to 
                         be very courteous to me.

               CLOSE-UP - THE GIRL

               She continues to stare off toward the door, her eyes alight 
               with a keen interest.

                                                            DISSOLVE TO:

               INT. CORRIDOR

               176. FOLLOW SHOT WITH CONWAY AND CHANG

                                     CONWAY
                         But Mr. Chang, all these things - 
                         books, instruments, sculpture - do 
                         you mean to say they were all 
                         brought in over those mountains by 
                         porters?

                                     CHANG
                         They were.

                                     CONWAY
                         Well, it must have taken–

                                     CHANG
                         Centuries.

                                     CONWAY
                         Centuries! Where did you get the 
                         money to pay for all those 
                         treasures?

                                     CHANG
                         Of course we have no money as you 
                         know it. We do not buy or sell or 
                         seek personal fortunes because, 
                         well, because there is no uncertain 
                         future here for which to accumulate 
                         it.

               INT. A ROOM

               CLOSE SHOT - THE TWO

               They have arrived in a small room, where they pause. Chang 
               reaches into a bowl of large nuts, cracks one, and hands 
               the nut to Conway. Then he does the same for himself. During 
               the following scene, both are eating nuts from the bowl.

                                     CONWAY
                         That would suit me perfectly. I'm 
                         always broke. How did you pay for 
                         them?

                                     CHANG
                         Our Valley is very rich in a metal 
                         called gold, which fortunately for 
                         us is valued very highly in the 
                         outside world. So we merely . . .

                                     CONWAY
                         —buy and sell?

                                     CHANG
                         Buy and - sell? No, no, pardon me, 
                         exchange .

                                     CONWAY
                              (chuckling)
                         I see. Gold for ideas. You know 
                         Mr. Chang, there's something so 
                         simple and naive about all of this 
                         that I suspect there has been a 
                         shrewd, guiding intelligence 
                         somewhere. Whose idea was it? How 
                         did it all start?

                                     CHANG
                         That, my dear Conway, is the story 
                         of a remarkable man.

                                     CONWAY
                         Who?

                                     CHANG
                         A Belgian priest by the name of 
                         Father Perrault, the first European 
                         to find this place, and a very 
                         great man indeed. He is responsible 
                         for everything you see here. He 
                         built Shangri-La, taught our 
                         natives, and began our collection 
                         of art. In fact, Shangri-La is 
                         Father Perrault.

                                     CONWAY
                         When was all this?

                                     CHANG
                         Oh, let me see - way back in 1713, 
                         I think it was, that Father Perrault 
                         stumbled into the Valley, half 
                         frozen to death. It was typical of 
                         the man that, one leg being frozen, 
                         and of course there being no doctors 
                         here, he amputated the leg himself.

                                     CONWAY
                              (shocked)
                         He amputated his own leg?

                                     CHANG
                         Yes. Oddly enough, later, when he 
                         had learned to understand their 
                         language, the natives told him he 
                         could have saved his leg. It would 
                         have healed without amputation.

                                     CONWAY
                         Well, they didn't actually mean 
                         that.

                                     CHANG
                         Yes, yes. They were very sincere 
                         about it too. You see, a perfect 
                         body in perfect health is the rule 
                         here. They've never known anything 
                         different. So what was true for 
                         them they thought would naturally 
                         be true for anyone else living 
                         here.

                                     CONWAY
                         Well, is it?

                                     CHANG
                         Rather astonishingly so, yes. And 
                         particularly so in the case of 
                         Father Perrault himself. Do you 
                         know when he and the natives were 
                         finished building Shangri-La, he 
                         was 108 years old and still very 
                         active, in spite of only having 
                         one leg?

                                     CONWAY
                         108 and still active?

                                     CHANG
                         You're startled?

                                     CONWAY
                         Oh, no. Just a little bowled over, 
                         that's all.

                                     CHANG
                         Forgive me. I should have told you 
                         it is quite common here to live to 
                         a very ripe old age. Climate, diet, 
                         mountain water, you might say. But 
                         we like to believe it is the absence 
                         of struggle in the way we live. In 
                         your countries, on the other hand, 
                         how often do you hear the 
                         expression, "He worried himself to 
                         death?" or, "This thing or that 
                         killed him?"

                                     CONWAY
                         Very often.

                                     CHANG
                         And very true. Your lives are 
                         therefore, as a rule, shorter, not 
                         so much by natural death as by 
                         indirect suicide.

                                     CONWAY
                              (after a pause)
                         That's all very fine if it works 
                         out. A little amazing, of course.

                                     CHANG
                         Why, Mr. Conway, you surprise me!

                                     CONWAY
                         I surprise you? Now that's news.

                                     CHANG
                         I mean, your amazement. I could 
                         have understood it in any of your 
                         companions, but you - who have 
                         dreamed and written so much about 
                         better worlds. Or is it that you 
                         fail to recognize one of your own 
                         dreams when you see it?

                                     CONWAY
                         Mr. Chang, if you don't mind, I 
                         think I'll go on being amazed - in 
                         moderation, of course.

                                     CHANG
                              (chuckles)
                         Then everything is quite all right, 
                         isn't it?

               They exit scene together.

               EXT. GARDEN

               MED. CLOSE SHOT

               On a garden bench Gloria slumps languidly. Suddenly we 
               hear Barnard's voice, yelling. Gloria quickly turns her 
               back. Barnard runs into scene.

                                     BARNARD
                         Honey, it's terrific! Terrific! I 
                         just saw something that will make 
                         your hair stand on end. You see 
                         those hills over there? Gold! Gold! 
                         Popping right out of them! Tons of 
                         it!
                              (conspiratorially)
                         Now look, you keep this under your 
                         hat, because if those other monkeys 
                         hear about it, they'll declare 
                         themselves in. But if I can mine 
                         that stuff, I'll throw a bombshell 
                         into Wall Street. Now look, I've 
                         got a plan - and if I—

               Gloria begins coughing heavily. Barnard notices how pale 
               and haggard she looks.

                                     BARNARD
                         Aw say, honey, you aren't feeling 
                         well, are you? Look, don't pay too 
                         much attention to what those doctors 
                         tell you. I've seen an awful lot 
                         of people fool them, and I've got 
                         a hunch that this place is going 
                         to be good for you. Honest, I have.
                              (waits for her 
                              reaction - receives 
                              none)
                         Come on now. Come on. You be a 
                         good kid, and snap out of it, and 
                         I'll cut you in on the gold deal. 
                         Look, I'm going up and make a deal 
                         with Chang - right now.

               He enthusiastically exits scene.

               INT. LOVETT'S ROOM

               179. CLOSE SHOT

               Lovett enters warily, sits down at his desk and begins to 
               write in his journal.

               INSERT OF WHAT HE WRITES:

               THE DIARY OF ALEXANDER P. LOVETT

               2nd Day at Shangri-La "This place is too mysterious!"

               He looks up, sees himself in a mirror and gives a start. 
               Then, chuckling to himself reassuringly, he looks around 
               warily and continues to write.

                                                            DISSOLVE TO:

               EXT. SOMEWHERE IN SHANGRI-LA

               180. FULL SHOT

               It is a bright, cheery morning. Conway is drinking in the 
               beauty of his surroundings. He comes into the area where 
               the horses are stabled. Two men are busily grooming the 
               horses.

                                     CONWAY
                              (cheerily)
                         Good morning!

                                     MEN
                         Good morning, Mr. Conway!

                                     CONWAY
                         Oh, you speak English, do you?

                                     MEN
                         Yes, sir.

               ONE OF THE MEN

               Would you like to take a ride, Mr. Conway?

                                     CONWAY
                         No, thanks. Not just now.

               Suddenly, Conway is startled by the sound of hoof-beats 
               and, looking up, is in time to see 'the girl' of the 
               previous sequence (Sondra) fly by him on a horse - screaming 
               delightedly. As she passes him, she waves.

                                     CONWAY
                              (instantly changing 
                              his mind)
                         Well, I think I will take that 
                         ride!

               MED. SHOT - CONWAY

               As he rides off in pursuit of her.

               182. SEVERAL SHOTS OF THE CHASE

               Showing Sondra successfully eluding him - as he closes in 
               on her.

               183. MED. LONG SHOT - BOTTOM OF A HILL

               Sondra whizzes by. As we stay on the shot - Conway rides 
               through in exciting pursuit.

               184. ANOTHER ANGLE

               Showing Sondra disappearing behind a mountain waterfall. 
               Conway dashes up, but she is lost from sight. He wheels 
               around several times - and unable to find her, looks 
               puzzled. Finally, giving up, he starts slowly back. After 
               a few moments he is startled by her laughter, and glances 
               around.

               185. LONG SHOT

               From his view - shooting upward. High up - near the summit 
               of the hill - we see Sondra - waving and laughing. Then 
               she swings her horse around and disappears.

               CLOSE-UP - CONWAY

               As he smiles - amused and interested.

                                                            DISSOLVE TO:

               LONG SHOT - SONDRA

               As she swims in a mountain stream, apparently in the buff. 
               From a distance, we see her climb onto a rock to dry off.

               CLOSE-UP - SONDRA

               As she shakes her shimmering hair.

               MEDIUM SHOT - CONWAY

               He has caught up to her tethered horse and is skulking 
               around trying to find out where she is.

               CLOSE SHOT - A SQUIRREL

               A squirrel, near to Sondra, chatters excitedly.

               CLOSE SHOT - SONDRA

               She can apparently understand the squirrel's warning. She 
               hurries to dive back into the water and swim to the other 
               side. She comes up, spots Conway and watches him from 
               hiding, behind some bushes.

               MEDIUM SHOT - CONWAY

               Conway has discovered her clothing and is constructing a 
               kind of scarecrow on a bush out of them. As a crowning 
               touch, he adds a flower to the effigy, his eyes twinkling 
               at his little joke. With one final glance over his shoulder, 
               he turns to leave.

               CLOSE SHOT - SONDRA

               She stifles her laughter as he vanishes from view.

                                                            DISSOLVE TO:

               INT. DINING ROOM - NIGHT

               194. FULL SHOT

               Lovett and Barnard are at the table waiting for the others. 
               Several servants are in the b.g. George paces nervously in 
               front of the door.

               MED. SHOT AT TABLE

               Lovett and Barnard. Barnard nibbles at something.

                                     BARNARD
                         Bah! Fossils! Why? What for?  
                         Running around digging up a lot of 
                         old bones! You didn't dig yourself 
                         out of one of those holes by any 
                         chance, did you?

               Lovett is about to reply, when he realizes he is being 
               made fun of, and gives a tentative chuckle.

               INT. CORRIDOR

               196. MEDIUM SHOT

               Conway is coming down the corridor. George comes out of 
               door to dining room and starts forward. Conway walks along 
               in a cheerful mood, singing as he goes, a Cockney song.

                                     GEORGE
                              (forces a smile)
                         You seem gay. Did you find out 
                         anything?

               197. CLOSE TRUCKING SHOT WITH THEM

               As they walk back toward dining room door.

                                     CONWAY
                         Well - I heard that if you want a 
                         man's wife, she's yours, if he's 
                         got any manners.

                                     GEORGE
                         Nothing about the porters yet?

                                     CONWAY
                         Porters?

                                     GEORGE
                         Good heavens, Bob, we've been here 
                         two weeks and we haven't found out 
                         a thing.

                                     CONWAY
                         Well, we haven't been murdered in 
                         our beds yet, George, have we?

                                     GEORGE
                         I'm afraid the porters are just a 
                         myth.
                              (tensely)
                         I guess we never will know why 
                         we're here, or how long we're going 
                         to be held prisoners.

                                     CONWAY
                         Shhh!

               They have reached the door and start into dining room.

               INT. DINING ROOM

               198. MEDIUM SHOT

               As Conway and George enter, Barnard calls to them:

                                     BARNARD
                         Hey, hurry up, you slow-pokes - 
                         I'm starved!

                                     CONWAY
                              (imitating Chang as 
                              he takes his chair)
                         Please! Please! Do not wait for 
                         me! I eat so very little.

               Barnard laughs heartily. George, surily silent, enters and 
               drops in his seat. At the same moment, Gloria comes into 
               the room.

                                     GLORIA
                         Good evening.

               The men greet her, all rising.

                                     BARNARD
                         Well, I'm certainly glad to see 
                         that it's all finally organized.
                              (to servant)
                         Okay, handsome. Dish it out, and 
                         make it snappy.

               As he sits, he looks over at Gloria and something in her 
               face arrests him.

                                     BARNARD
                         Hey, what's happened to you?

                                     GLORIA
                              (self-consciously)
                         Nothing. Why?

                                     BARNARD
                         Why, you look beautiful.

                                     CONWAY
                         That's unkind. Doesn't Miss Stone 
                         always look beautiful?

               MED. CLOSE SHOT AT TABLE

               Featuring Gloria, Barnard and Conway.

                                     BARNARD
                              (suddenly)
                         I got it! It's your make-up. You've 
                         got none on.

               Gloria busies herself with her soup, self-consciously.

                                     BARNARD
                         And say, honey, you look a million 
                         per cent better. Wholesome, kind 
                         of - and clean. You take a tip 
                         from me, and don't you ever put 
                         that stuff on your face again. 
                         Why, it's like hiding behind a 
                         mask.

                                     LOVETT
                         Ha, ha - who are you to be talking 
                         about a mask? What do you mean? 
                         You've been wearing a mask ever 
                         since we met you.

                                     BARNARD
                         Have I?

                                     LOVETT
                         It's very strange, you know. You've 
                         never told us anything about 
                         yourself. Who are you, anyway? Why 
                         don't you take your mask off for 
                         once!

                                     CONWAY
                              (lightly)
                         Yes. Unbosom yourself, Mr. Hyde.[11]

                                     BARNARD
                              (his face has become 
                              serious)
                         All right, I will! I'll let my 
                         hair down! Why not? It can't make 
                         any real difference now.
                              (after a pause)
                         Hey Lovey, were you ever chased by 
                         the police?

               Lovett is halted in his tracks - soup spoon halfway up to 
               his mouth.

                                     LOVETT
                         Certainly not.

               CLOSE SHOT - BARNARD

                                     BARNARD
                         Believe me, it's no fun. When you 
                         fellas picked me up at Baskul, 
                         they'd been on my tail for a year.

                                     LOVETT
                              (skeptical)
                         The police?

                                     BARNARD
                         Uh-huh.
                              (after another pause)
                         Did you ever hear of Chalmers 
                         Bryant?

               CAMERA PULLS BACK to include the others. They look shocked.

                                     CONWAY
                              (the first one to 
                              make the connection)
                         Chalmers Bryant!

                                     BARNARD
                         Bryant's Utilities - that's me.

               George is the only one unconcerned. He is deeply absorbed 
               in thought - his food has remained untouched. Lovett 
               suddenly explodes.

                                     LOVETT
                         I knew it. I knew I had a reason 
                         for hating you! Sir, you're a thief.

                                     GLORIA
                         He never stole anything from you , 
                         did he?

                                     LOVETT
                         I have 500 shares of Bryant 
                         Utilities that I bought with money 
                         that I saved for 20 years teaching 
                         school, and now I couldn't sell it 
                         for postage stamps.

               MED. SHOT - GROUP

               Featuring Barnard.

                                     BARNARD
                         That's too bad. I got a half million 
                         shares. My whole foundation! And 
                         now look at me!

                                     LOVETT
                         colossal nerve you have sitting 
                         there and talking about it so calmly - 
                         you, the swindler of thousands of 
                         people—

                                     BARNARD
                         You know, that's what makes the 
                         whole thing so funny. A guy like 
                         me starts out in life as a plumber - 
                         an ordinary, everyday, slew-footed 
                         plumber - and by the use of a little 
                         brains, mind you, he builds up a 
                         gigantic institution, employs 
                         thousands of people, becomes a 
                         great civic leader. And then the 
                         crash comes - and overnight he's 
                         the biggest crook the country ever 
                         had.

                                     LOVETT
                         You are a thief, sir, and a 
                         swindler, and I, for one, will be 
                         only too glad to turn you over to 
                         the police when we get back.

               George can't stand it any longer.

                                     GEORGE
                              (suddenly - hoarsely)
                         What do you mean - "when we get 
                         back"?

               The sharpness of his voice startles the others.

                                     GEORGE
                         What makes you think we're ever 
                         going to get back? You may not 
                         know it, but you're all prisoners 
                         here. We were deliberately kidnapped 
                         and brought here - and nobody knows 
                         why—

               He rises to his feet.

                                     GEORGE
                         Well, I'm not content to be a 
                         prisoner. I'm going to find out 
                         when we're going to get out of 
                         this place.
                              (whips out a 
                              revolver; grimly)
                         I'll make that Chinese talk if 
                         it's the last thing I do!

               He starts out.

               202. MEDIUM SHOT

               Before anybody can realize what his intentions are, he has 
               bolted out of the room.

                                     CONWAY
                              (calling)
                         George!

               Starts after him.

               INT. CORRIDOR

               203. MEDIUM SHOT

               As George strides determinedly out into the hall, yelling.

                                     GEORGE
                         Chang! Chang!

               Suddenly he sees a native servant and his eyes pop insanely. 
               CAMERA PANS WITH HIM as he strides across to the servant 
               and grabs him by the shirt-front.

                                     GEORGE
                              (shaking servant 
                              violently)
                         Where is he? Where's Chang? Where 
                         is he? Where's Chang, or I'll blow 
                         your brains out!

               Conway has caught up with him and wrestles him away from 
               the servant, who stumbles off in fright.

                                     CONWAY
                         George, what do you think you're 
                         doing?

                                     GEORGE
                         Let me go, Bob!

               George pushes Conway away from him and starts down the 
               corridor.

                                     CONWAY
                         George, come back!

                                     GEORGE
                         Chang! Chang! Chang!

               George spies another servant.

                                     GEORGE
                         Come here, you! Come here!

               The servant, frightened by his voice, turns suddenly and 
               starts running. George levels his revolver and sends a 
               stream of bullets after the fleeing servant, who 
               miraculously manages to skate around a corner, unharmed. 
               Conway runs into scene, reaching George, and with a quick 
               flip of his left hand he smacks him over his revolver arm - 
               and with his right, he punches him flush on the jaw.

                                     CONWAY
                         George, you idiot!

               George reels for a moment and slumps to the floor.

               204. CLOSE SHOT

               As the others trail in.

                                     BARNARD
                         Had to sock him, eh?

               Conway pockets the gun and, bending over George, a pained 
               expression on his face, starts to lift him.

                                                            DISSOLVE TO:

               INT. CONWAY'S ROOM

               MED. CLOSE SHOT

               Conway brings George in, followed by the others. He drapes 
               him across his bed. Conway stands by his side, looking 
               down at him, deeply concerned. After a moment, Conway shakes 
               him and George awakens with a start.

                                     GEORGE
                         Let me up! Let me up!

                                     CONWAY
                         All right. Sorry, George.

               George groans and turns away.

               MED. SHOT TOWARD DOOR

               On Barnard, Lovett and Gloria. Barnard wanders over to 
               Conway, who appears lost in thought.

                                     BARNARD
                         Say Conway, is it true about us 
                         being kidnapped?

               Conway shrugs.

                                     BARNARD
                              (louder)
                         I say, is it true about us being 
                         kidnapped?

               Conway suddenly is aroused from his reverie by someone he 
               sees off scene. He looks up alertly.

                                     CONWAY
                         Mr. Chang!

               Chang enters scene, beaming charmingly.

                                     CONWAY
                         Do you mind stepping in here for a 
                         moment?

               207. FULL SHOT

               As Chang enters. He bows courteously to the others, who 
               stand in front of George's bed. Conway shuts the door and 
               turns the key. He crosses to a door leading to another 
               room - and locks this one, also. Chang watches him 
               curiously. The others, including George, who is now alert, 
               are puzzled and somewhat impressed. Then Conway comes to 
               Chang.

                                     CONWAY
                         Won't you sit down?

               Chang sits, his placidity unchanged. Conway pulls up a 
               chair in front of him.

                                     CONWAY
                              (very quietly)
                         Mr. Chang, you have been very kind 
                         to us - and we appreciate it. But 
                         for some reason we are being held 
                         prisoners here, and we want to 
                         know why.

               208. CLOSE SHOT - BARNARD, LOVETT AND GLORIA

               As Conway's voice continues, talking to Chang:

                                     CONWAY
                         Personally, I don't mind at all. 
                         I'm enjoying every minute of it.
                              (dead serious)
                         But my brother is not of the same 
                         opinion, nor are the others.
                              (after a pause)
                         It's time we were told what it's 
                         all about.

               MED. SHOT - GROUP

               CONWAY STILL CONTINUING:

                                     CONWAY
                         We want to know why we were 
                         kidnapped, why we are being kept 
                         here, but most important of all - 
                         do we get the porters, and when?
                              (much too suavely)
                         Until we get this information, my 
                         dear Mr. Chang, I am very much 
                         afraid we cannot permit you to 
                         leave this room.

               There is a pause while the eyes of all are centered on 
               Chang's face.

                                     CHANG
                              (after a pause)
                         You know, it's very, very strange, 
                         but when you saw me in the corridor, 
                         I was actually on my way to you. I 
                         bring the most amazing news.
                              (impressively)
                         The High Lama wishes to see you, 
                         Mr. Conway.

                                     LOVETT
                         The High Lama! Who in blazes is 
                         he?!

                                     BARNARD
                         Yeah. I though you ran this joint.

                                     CONWAY
                         Mr. Chang - High Lamas or Low Lamas, 
                         do we get the porters?

                                     CHANG
                         The High Lama is the only one from 
                         whom any information can come.

                                     GEORGE
                         Don't believe him, Bob. He's just 
                         trying to get out.

                                     LOVETT
                         Yes.

                                     BARNARD
                         Sounds like a stall to me.

                                     CONWAY
                         One moment. You say the High Lama 
                         is the only one who can give us 
                         any information?

                                     CHANG
                         The only one.

                                     CONWAY
                         And he can arrange for the porters 
                         to take us back?

                                     CHANG
                         The High Lama arranges everything, 
                         Mr. Conway.

                                     CONWAY
                         Well, then he's the man I want to 
                         see.
                              (to Chang)
                         Will you come along?

               Conway unlocks the door. When he has opened it, he turns.

                                     CONWAY
                         Better wait here until I get back. 
                         We'll soon know where we stand.

               INT. CORRIDOR IN HIGH LAMA'S QUARTERS

               MED. TRUCKING SHOT

               With Conway and Chang. Chang walks in a high state of 
               expectancy. Conway is grim. They climb a narrow spiral 
               staircase.

               MED. CLOSE SHOT

               They proceed up the stairs until they arrive at a large, 
               impressively ornate double door which seems to open 
               automatically the moment they approach. Chang remains 
               without. The moment Conway steps over the threshold, the 
               doors swing closed.

               INT. HIGH LAMA'S CHAMBER

               212. MED. SHOT

               As the doors swing shut. Conway turns and realizes Chang 
               is no longer with him.

               CLOSE SHOT AT DOOR

               Conway stands still, glancing around the room, which is 
               lit so dimly that nothing definite is distinguishable.

               214. FULL SHOT

               To show what Conway sees. For the moment, practically 
               nothing. As his eyes become adjusted to the darkness, he 
               begins to sense the architecture and furnishings of the 
               room. But as yet no sign of life. SLOW PAN SHOT reveals it 
               to be a dark-curtained and low-ceilinged room, furnished 
               rather simply. Very sombre, indistinct tapestries drape 
               the back walls. While the CAMERA FOLLOWS CONWAY'S GAZE, 
               MOVING SLOWLY AROUND, a voice is heard.

                                     HIGH LAMA'S VOICE
                              (soft and friendly)
                         Good evening, Mr. Conway.

               CAMERA QUICKLY SWINGS OVER to the nethermost corner of the 
               room where, scarcely visible, sits an old man of 
               indeterminate age. In the gloom only the outlines of his 
               pale and wrinkled face can be seen. It yields an effect of 
               a fading antique portrait.

               CLOSE SHOT - CONWAY

               He stares, motionless, at the eerie vision.

               MED. SHOT OF ROOM

                                     HIGH LAMA
                         Please come in.

               Conway comes forward warily until he stands within a few 
               feet of the old man, his eyes riveted upon him.

                                     HIGH LAMA
                         Sit here, near me. I am an old man 
                         and can do no one any harm.

                                     CONWAY
                         Are you the High Lama?

                                     HIGH LAMA
                         Yes.

               CLOSE SHOT - THE TWO

               As Conway, expressionless, sits down opposite the High 
               Lama.

                                     HIGH LAMA
                         I trust you have been comfortable 
                         at Shangri-La, since your arrival.

                                     CONWAY
                         Personally, I've enjoyed your 
                         community very much. But my friends 
                         do not care for this mystery. They 
                         are determined to leave as soon 
                         as—

               While he has been speaking, his eyes have been gradually 
               taking in the details of the old man. The CAMERA QUICKLY 
               FOLLOWS HIS GAZE - to crutches leaning against the man's 
               throne - then, looking down, to his legs, one of which 
               appears to have been amputated.

               CLOSE-UP - CONWAY

                                     CONWAY
                              (awe and amazement)
                         It's astonishing - and incredible, 
                         but—

               CLOSE SHOT - THE TWO

                                     HIGH LAMA
                         What is it, my son?

                                     CONWAY
                         You're the man Chang told me about! 
                         You're the first - who - two hundred 
                         years ago—
                              (reverently)
                         —you're still alive, Father 
                         Perrault!

                                     HIGH LAMA
                         Sit down, my son.
                              (pause)
                         You may not know it, but I've been 
                         an admirer of yours for a great 
                         many years.

               Conway evinces surprise.

                                     HIGH LAMA
                         Oh, not of Conway the empire-builder 
                         and public hero. I wanted to meet 
                         the Conway who in one of his books, 
                         said, "There are moments in every 
                         man's life when he glimpses the 
                         eternal."

               The quotation captures Conway's interest - and his eyes 
               widen.

                                     HIGH LAMA
                         That Conway seemed to belong here. 
                         In fact, it was suggested that 
                         someone be sent to bring him here.

                                     CONWAY
                         That I be brought here? Who had 
                         that brilliant idea?

                                     HIGH LAMA
                         Sondra Bizet.

                                     CONWAY
                              (secretly pleased)
                         Oh, the girl at the piano?

                                     HIGH LAMA
                         Yes. She has read your books and 
                         has a profound admiration for you, 
                         as have we all.

                                     CONWAY
                         Of course I have suspected that 
                         our being here is no accident. 
                         Furthermore, I have a feeling that 
                         we're never supposed to leave. But 
                         that, for the moment, doesn't 
                         concern me greatly. I'll meet that 
                         when it comes. What particularly 
                         interests me at present is, why 
                         was I brought here? What possible 
                         use can I be to an already thriving 
                         community?

                                     HIGH LAMA
                         We need men like you here, to be 
                         sure that our community will 
                         continue to thrive. In return for 
                         which, Shangri-La has much to give 
                         you. You are still, by the world's 
                         standards, a youngish man. Yet in 
                         the normal course of existence, 
                         you can expect twenty or thirty 
                         years of gradually diminishing 
                         activity. Here, however, in Shangri-
                         La, by our standards your life has 
                         just begun, and may go on and on.

                                     CONWAY
                         But to be candid, Father, a 
                         prolonged future doesn't excite 
                         me. It would have to have a point. 
                         I've sometimes doubted whether 
                         life itself has any. And if that 
                         is so, then long life must be even 
                         more pointless. No, I'd need a 
                         much more definite reason for going 
                         on and on.

                                     HIGH LAMA
                         We have reason. It is the entire 
                         meaning and purpose of Shangri-La. 
                         It came to me in a vision, long, 
                         long, ago. I saw all the nations 
                         strengthening, not in wisdom, but 
                         in the vulgar passions and the 
                         will to destroy. I saw their machine 
                         power multiply until a single 
                         weaponed man might match a whole 
                         army. I foresaw a time when man, 
                         exulting in the technique of murder, 
                         would rage so hotly over the world 
                         that every book, every treasure, 
                         would be doomed to destruction. 
                         This vision was so vivid and so 
                         moving that I determined to gather 
                         together all the things of beauty 
                         and culture that I could and 
                         preserve them here against the 
                         doom toward which the world is 
                         rushing.
                              (pause)
                         Look at the world today! Is there 
                         anything more pitiful?  What madness 
                         there is, what blindness, what 
                         unintelligent leadership! A 
                         scurrying mass of bewildered 
                         humanity crashing headlong against 
                         each other, propelled by an orgy 
                         of greed and brutality. The time 
                         must come, my friend, when this 
                         orgy will spend itself, when 
                         brutality and the lust for power 
                         must perish by its own sword. 
                         Against that time is why I avoided 
                         death and am here, and why you 
                         were brought here. For when that 
                         day comes, the world must begin to 
                         look for a new life. And it is our 
                         hope that they may find it here. 
                         For here we shall be with their 
                         books and their music and a way of 
                         life based on one simple rule: Be 
                         Kind.
                              (pause)
                         When that day comes, it is our 
                         hope that the brotherly love of 
                         Shangri-La will spread throughout 
                         the world.
                              (pause)
                         Yes, my son, when the strong have 
                         devoured each other, the Christian 
                         ethic may at last be fulfilled, 
                         and the meek shall inherit the 
                         earth.

               A long silence ensues during which Conway, so engrossed is 
               he in all he has just heard, scarcely notices the Lama, 
               who has risen slowly and now stands before him. The Lama 
               reaches down and gently touches him on the shoulder.

                                     CONWAY
                              (scarcely audible)
                         I understand you, Father.

               Conway kisses the High Lama's hand.

                                     HIGH LAMA
                         You must come again, my son. Good 
                         night.

               Conway slowly rises to his feet and turns to leave scene.

               INT. UPPER CHAMBER

               220. MED. CLOSE SHOT AT DOOR TO LAMA'S CHAMBERS

               Conway comes through. He walks as if in a trance. CAMERA 
               PULLS BACK as he continues on his way - bearing an 
               expression of deep absorption.

                                                            DISSOLVE TO:

               INT. LOWER CORRIDOR

               221. MED. SHOT

               As Conway walks toward an open door at the end of corridor 
               leading to the garden. Lovett emerges from one of the rooms 
               and sees him. He beckons to those inside and almost 
               immediately they come out and start toward Conway.

               222. MED. CLOSE SHOT NEAR GARDEN DOOR

               Conway, just about to exit, when the others catch up to 
               him.

                                     AD-LIB
                         We thought you were never coming 
                         back!

               What'd you find out?

               When do we leave?

               Conway stares at them blankly.

                                     GEORGE
                         What about the porters?

                                     CONWAY
                              (vaguely)
                         Porters?

                                     GEORGE
                         Didn't you find out anything about 
                         the porters?

                                     CONWAY
                         Why - I'm sorry - but I—

               He starts away from them, but they crowd around him.

                                     AD-LIB
                         What were you doing all this time?

               You've been gone for hours.

                                     GEORGE
                         For heaven's sake, Bob, what's the 
                         matter with you? You went out there 
                         for the purpose of—

                                     CONWAY
                         George. George - do you mind? I'm 
                         sorry, but I can't talk about it 
                         tonight.

               He leaves them.

               EXT. GARDEN - NIGHT

               MED. CLOSE SHOT

               Shooting toward garden through open doorway. Conway walks 
               away from the crowd in f.g., all staring at him, nonplussed. 
               We see Conway walk through the garden in b.g. and disappear.

               224. CLOSE-UP - GEORGE IN DOORWAY

               He stares at his brother, off, fearfully.

               EXT. SOMEWHERE IN THE VALLEY

               225. FULL SHOT

               Of a pleasant and peaceful place. Conway is walking along 
               moodily, drinking in the pastoral beauty.

               226. MED. TRUCKING SHOT WITH CONWAY

               As he walks along. He comes to a spot where a man and a 
               woman are tilling the soil, and stops to watch them. The 
               man looks up and, seeing Conway, makes a friendly bow and 
               doffs his hat. Conway also bows. The woman curtsies prettily 
               and smiles. Conway doffs his hat in acknowledgement.

               He is in a cheerful frame of mind and continues his walk - 
               CAMERA CONTINUING WITH HIM. He greets several other people.  
               Upon seeing him, they also bow and doff their hats. Conway 
               does likewise.

               EXT. SOMEWHERE IN THE VALLEY - DAY

               227. FULL SHOT

               Conway is walking along a street in the valley. It is a 
               quaint thoroughfare, unlike anything we have ever seen 
               before. The small, one-story huts along its very narrow 
               sidewalk are of singularly varied architecture - giving 
               the impression of being "homemade."  As a result of this, 
               no two are alike. Only one characteristic about them is 
               similar - their cleanliness. Something about the atmosphere 
               is fresh and wholesome and peaceful. In front of several 
               of the huts native women sit - some weaving on a tapestry 
               board, some nursing babies, some asleep, and some just 
               sitting. The keynote is contentment.

               MED. TRUCKING SHOT

               With Conway, walking along. As he passes, the women smile 
               at him in the most friendly fashion. From inside these 
               homes, soft and soothing music emanates. At the end of the 
               street, Conway finally arrives at a garden spot. The 
               suddenness of this is startling, too - because of its 
               beauty. Sighing contentedly, Conway throws himself at the 
               foot of an overhanging tree, and leans against the trunk.

               CLOSE SHOT - CONWAY

               He throws his head back, shuts his eyes - in a restful and 
               contemplative mood. He remains this way quietly for a few 
               seconds, when he is attracted by the singing of a chorus 
               of children's voices. He glances around.

               230. LONG SHOT

               From Conway's angle. In the shadow of a row of overhanging 
               trees which form an arch, a group of fifteen or twenty 
               children sing a hymn, or nursery song - in English. Sondra 
               (the violin girl of previous scenes) stands in front of 
               them, a baton in hand, conducting them.

               CLOSE SHOT - CONWAY

               He smiles at the sight - and springing to his feet starts 
               in their direction.

               232. MED. SHOT

               Of Sondra and the children, as Conway saunters into the 
               scene behind her. He finds himself a comfortable place 
               under a tree and sits down. The children, still singing, 
               have seen his approach and crane their necks curiously.

               CLOSE SHOT - SONDRA

               She waves her baton and sings with the children. Then she 
               notices they are being distracted and casually turns her 
               head. She is somewhat startled at seeing Conway, but quickly 
               recovers her composure, and smiles wanly.

               CLOSE SHOT - CONWAY

               He smiles also.

                                     CONWAY
                         Do you mind?

               235. WIDER ANGLE

               To include Sondra, Conway and some of the children. They 
               finish the song, and Conway applauds. Sondra curtsies 
               prettily. She turns to the children.

                                     SONDRA
                         This is Mr. Conway, children.

               236. MED. SHOT

               In unison the twenty children curtsey.

                                     CHILDREN
                              (all together - 
                              sing-song)
                         Good morning, Mr. Conway.

                                     CONWAY
                         How do you do?

                                     CHILDREN
                         Very well, thank you.

               Conway scrambles to his feet and does an exaggerated bow. 
               Sondra laughs delightedly.

                                     SONDRA
                         All right, children. We will now 
                         sing– She lifts her baton and the 
                         thin, piping voices fill the air.

               CLOSE-UP - CONWAY

               He lights a cigarette and, leaning against a tree, studies 
               Sondra's face - impressed by her beauty.

               CLOSE-UP - SONDRA

               She slyly glances backward, and a self-conscious smile 
               covers her face.

               239. MED. SHOT

               As a child from the ranks breaks and comes to Sondra, who 
               leans down to listen to the child - who whispers in her 
               ear. Sondra, murmuring, "Of course, dear" and still waving 
               her baton is, for the moment, uncertain what to do. Then 
               turning to Conway, holds out the baton to him.

                                     SONDRA
                         Do you mind?

               Conway snaps out of his reverie and jumps forward.

                                     CONWAY
                         Not at all.

               He takes the baton from her.

                                     SONDRA
                         Thank you.

               And, taking the child by the hand, she exits.

               CLOSE SHOT - CONWAY

               Conducting the chorus in all seriousness - albeit a trifle 
               awkwardly. He turns his head to watch Sondra, and when he 
               looks forward again, finds himself off-beat. To cover his 
               embarrassment, he smiles foolishly.

               241. MED. SHOT

               They come to the end of the song, but Conway, whose eyes 
               are searching for Sondra, is oblivious of this and continues 
               to conduct mechanically. The children break into laughter.

               MED. CLOSE TRUCKING SHOT

               With Sondra as she returns with the child clinging to her. 
               As she turns a bend, she looks up, surprised.

               CLOSE SHOT - SONDRA

               As she laughs heartily.

               CLOSE SHOT - CONWAY

                                     CONWAY
                         All right, children. Now teacher 
                         is going to be very busy this 
                         afternoon, so school's dismissed!

               The children break into squeals and race off. THE CAMERA 
               FOLLOWS THEM as they cross a footbridge, gleefully doff 
               their clothes and with yelps and cries leap into a stream.

               245. MED. SHOT - CONWAY AND SONDRA

               Favoring Conway.

                                     CONWAY
                         Oh, please. I hope you're not going 
                         to run away this time.

                                     SONDRA
                              (extending her hand)
                         My name's Sondra.

                                     CONWAY
                         hope you'll forgive me for—

               He hears curious, fluttering music coming from somewhere.

                                     CONWAY
                              (looking around)
                         You know, each time I see you, I 
                         hear that music. What is it?

                                     SONDRA
                         Oh, you mean my pigeons.

               THE CAMERA SHOWS PIGEONS swirling overhead.

               Sondra pulls a miniature flute from one of her pocket.

                                     SONDRA
                              (showing him)
                         It's these little flutes that I 
                         attached to their tails. See? Come 
                         along with me, and I'll show you 
                         how I put them on.

               They exit scene.

               INT. PIGEON HOUSE

               MED. CLOSE SHOT

               Of a large coop where pigeons are bred and raised. The 
               pigeons flutter around, landing on Sondra and Conway, as 
               she shows him her collection with pride. She grabs one 
               pigeon and ties one of the miniature flutes to its legs.

                                     SONDRA
                         You see, this is how we tie them 
                         on. And by varying the size of the 
                         flutes, I can get any notes I wish. 
                         The wind does the rest. Here's a 
                         little fellow who lost his!

               She grabs another pigeon, ties a flute to its legs.

                                     CONWAY
                              (wonderingly)
                         Was this your idea?

                                     SONDRA
                         Yes. Hold this pigeon.

                                     CONWAY
                         You suggested my being brought 
                         here, didn't you? What gave you 
                         the idea I'd fit in?

                                     SONDRA
                         That was easy. I read your books.

                                     CONWAY
                         Oh, you've read my books. You do 
                         more things! What have my books 
                         got to do with it?

                                     SONDRA
                         I saw a man whose life was empty.

                                     CONWAY
                         A man whose life was empty!

                                     SONDRA
                         Oh, I know. It was full of this 
                         and full of that. But you were 
                         accomplishing nothing. You were 
                         going nowhere, and you knew it.

               Conway scrutinizes her face intently.

                                     SONDRA
                         As a matter of fact, all I saw was 
                         a little boy whistling in the dark.

                                     CONWAY
                         A little boy whistling in the dark!?  
                         Do you realize that there is a 
                         British cruiser waiting at Shanghai, 
                         smoke pouring out of its funnels, 
                         tugging at its moorings, waiting 
                         to take Mr. Conway back to London? 
                         Do you know that at this minute 
                         there are headlines shrieking all 
                         over the world the news that Conway 
                         is missing? Does that look like a 
                         man whose life is empty?

                                     SONDRA
                              (after a pause)
                         Yes.

                                     CONWAY
                              (good-naturedly)
                         You're absolutely right. And I had 
                         to come all the way to a pigeon 
                         house in Shangri-La to find the 
                         only other person in the world who 
                         knew it. May I congratulate you?

               She laughs merrily and shakes his hand.

                                     SONDRA
                         I really only brought you here to 
                         show you my pigeons!

                                     CONWAY
                         Don't worry about the pigeons. 
                         From now on, you can put flutes on 
                         my tail and bells on my feet!

               She turns to leave, and he follows, exiting scene.

                                                            DISSOLVE TO:

               EXT. SOMEWHERE ON TOP OF A HILL

               MEDIUM TRUCKING SHOT

               Sondra and Conway, walking. This spot is on top of a hill 
               overlooking the splendor of the valley below.

               CLOSER TRUCKING SHOT

               They walk along silently for a few seconds, while Conway 
               studies her face speculatively.

                                     CONWAY
                         There are so many questions I'd 
                         like to ask you, I hardly know 
                         where to begin.

                                     SONDRA
                         I'll help you. To begin with, you'd 
                         like to know what I'm doing here. 
                         Whether I was born here.

                                     CONWAY
                         Thank you.

                                     SONDRA
                         Well, I was almost born here. It 
                         took place in that wild country 
                         beyond the pass. My father and 
                         mother were in a party of explorers 
                         who got lost and wandered around 
                         for a year. When Chang found us, 
                         only Father and I were alive. But 
                         he was too weak to climb the pass. 
                         He died on the way. I was brought 
                         up here by Father Perrault himself.

                                     CONWAY
                         Father Perrault! I envy you. I 
                         talked to him last night.

                                     SONDRA
                         Yes, I know.

                                     CONWAY
                         Father Perrault. Of course I can't 
                         quite get used to this age thing.

               He steals a sideways glance at her. She is greatly amused.

                                     SONDRA
                              (satisfying his 
                              obvious curiosity)
                         I'm thirty.

                                     CONWAY
                         Oh, you're going to make life very 
                         simple.

                                     249. MED. SHOT
                         As they arrive at a scenic overlook. 
                         It is getting toward dusk.

                                     CONWAY
                              (wonderingly)
                         It's inconceivable.

                                     SONDRA
                         What is?

                                     CONWAY
                         All of it. Father Perrault and his 
                         magnificent history. This place, 
                         hidden away from the rest of the 
                         world, with its glorious concepts, 
                         and now you come along and confuse 
                         me entirely.

                                     SONDRA
                         I'm sorry. I thought I was to be 
                         the light. But why do I confuse 
                         you? Am I so strange?

                                     CONWAY
                         On the contrary, you're not strange. 
                         And that in itself is confusing. I 
                         have the same idea about Shangri-
                         La. The sense that I've been here 
                         before, that I belong here.

                                     SONDRA
                         I'm so glad.

                                     CONWAY
                         I can't quite explain it, but 
                         everything is somehow familiar. 
                         The very air that I breathe. The 
                         Lamasery, with its feet rooted in 
                         the good earth of this fertile 
                         valley, while its head explores 
                         the eternal. All the beautiful 
                         things I see, these cherry blossoms, 
                         you - all somehow familiar.
                              (chuckles to himself)
                         I've been kidnapped and brought 
                         here against my will. A crime, a 
                         great crime, yet I accept it 
                         amiably, with the same warm 
                         amiability one tolerates only from 
                         a very dear and close friend. Why? 
                         Can you tell me why?

                                     SONDRA
                         Perhaps because you've always been 
                         a part of Shangri-La without knowing 
                         it.

                                     CONWAY
                         I wonder.

                                     SONDRA
                         I'm sure of it. Just as I'm sure 
                         there's a wish for Shangri-La in 
                         everyone's heart. I have never 
                         seen the outside world. But I 
                         understand there are millions and 
                         millions of people who are supposed 
                         to be mean and greedy. Yet I just 
                         know that secretly they are all 
                         hoping to find a garden spot where 
                         there is peace and security, where 
                         there's beauty and comfort, where 
                         they wouldn't have to be mean and 
                         greedy. Oh, I just wish the whole 
                         world might come to this valley.

                                     CONWAY
                         Then it wouldn't be a garden spot 
                         for long.

               She laughs as they exit scene.

               EXT. SOMEWHERE IN SHANGRI-LA

               250. TRUCKING SHOT

               Barnard is bringing a reluctant Lovett along on an excursion 
               into the Valley. They pass friendly natives and farmers at 
               work.

                                     LOVETT
                         I don't know why I associate with 
                         you, Mr. Barnard - or Mr. Chalmers 
                         Bryant - or Mr. Embezzler - or 
                         whatever your name may be.

                                     BARNARD
                         Just call me Barney.

                                     LOVETT
                         Barney? Why should I? Never! We 
                         have nothing in common. Hmmpf, 
                         Barney! What effrontery!

                                     BARNARD
                         Okay, Lovey.

                                     LOVETT
                         And this trip to the valley. I 
                         can't imagine why I'd allow you to 
                         drag me down here. Why, we don't 
                         know anything about these people. 
                         We're not even armed!

                                     BARNARD
                         They're very nice people - except 
                         that they've got horns.

                                     LOVETT
                              (alarmed at first)
                         Horns?

               Barnard points to sheepherders with their long horns.

                                     BARNARD
                              (chuckles)
                         Yeah. You know.

                                     LOVETT
                         Horns? What kind of horns?

               Lovett sees his point, starts to chuckle, but still looks 
               wary.

                                     BARNARD
                         Here, here! Come on. They won't 
                         hurt you.

                                                            DISSOLVE TO:

               EXT. A WATERFALL

               251. MEDIUM SHOT

               Barnard has encountered some beautiful native girls, and 
               they have surrounded him with their hospitality - plying 
               him with wine and food. Lovett is off scene.

                                     BARNARD
                         Okay, honey, all I want is a glass 
                         of wine! Thanks very much.

                                     NATIVE GIRL
                         Please sit down.

                                     BARNARD
                         This is fine. This is swell. No, 
                         just a drink. I've been walking 
                         and I'm a little thirsty, you see? 
                         That's all right. I don't just 
                         happen to be very hungry. Say look, 
                         all I asked for was a glass of 
                         water. Look here, I've got to have 
                         some help with this.
                              (looking around 
                              anxiously)
                         Now, Lovey! Where is Lovey?

               252. CLOSE SHOT

               Of Lovett, lagging behind and missing out on all the fun.

                                     LOVETT
                         Mr. Barnard?

               253. MEDIUM SHOT

               Favoring Barnard as Lovett comes into view.

                                     BARNARD
                         Hey Lovey, come here! Lovey, I 
                         asked for a glass of wine and look 
                         what I got. Come on, sit down.

                                     LOVETT
                         So that's where you are. I might 
                         of known it. No wonder you couldn't 
                         hear me.

                                     BARNARD
                         You were asked to have a glass of 
                         wine. Sit down!

                                     LOVETT
                         And be poisoned out here in the 
                         open?

                                     BARNARD
                         Certainly not!

                                     NATIVE GIRL
                              (to Lovett)
                         For me, won't you please have a 
                         glass of wine?

                                     LOVETT
                         I never drink wine in the daytime.

                                     BARNARD
                              (as he is poured a 
                              glass anyway)
                         There you are!

                                     LOVETT
                              (raising the glass 
                              to his lips)
                         This doesn't obligate me in any 
                         way.

                                     NATIVE GIRL
                         No.

                                                            DISSOLVE TO:

               EXT. A CLEARING

               254. FULL SHOT

               A merry Lovett has had too much to drink. Now he is 
               entertaining a group of native children, who are huddled 
               at his feet. Other natives watch the entertainment. Bernard, 
               watching from one side, is losing patience.

                                     LOVETT
                         —then the bears came right into 
                         the bedroom and the little baby 
                         bear said, "Oh, somebody's been 
                         sleeping in my bed." And then the 
                         mama bear said, "Oh dear, somebody's 
                         been sleeping in my bed!" And then 
                         the big papa bear, he roared, "And 
                         somebody's been sleeping in my 
                         bed!" Well, you have to admit the 
                         poor little bears were in a 
                         quandary!

                                     BARNARD
                         I'm going to sleep in my bed. Come 
                         on, Lovey!

                                     LOVETT
                              (continuing)
                         They were in a quandary, and—

                                     BARNARD
                         Come on, Lovey.

                                     LOVETT
                         Why? Why 'come on' all the time?  
                         What's the matter?  Are you going 
                         to be a fuss budget all your life? 
                         Here, drink it up! Aren't you having 
                         any fun? Where was I?

                                     BARNARD
                         In a quandary.

               They all laugh.

                                     LOVETT
                         I'm telling this story! I'm telling 
                         it.
                              (continuing)
                         Yes, the poor little bears didn't 
                         know what to do, you see, because 
                         somebody had been sleeping in their 
                         bed.

               CHILD IN THE AUDIENCE

               Who slept in their beds?

                                     NATIVE GIRL
                              (the one who poured 
                              him a drink of 
                              wine— alluringly)
                         Who was it, Lovey?

                                     LOVETT
                              (smitten)
                         Oh, you call me Lovey, eh?
                              (to Barnard)
                         Look at those eyes? There's the 
                         devil in those eyes!

                                                            DISSOLVE TO:

               INT. LOVETT'S BEDROOM

               255. CLOSE SHOT

               Following Lovett as he enters, unusually chipper, singing 
               "Here we go gathering nuts in May . . . " He is in such a 
               good mood that he improvises the lyrics, putting Shangri-
               La in with his la-la-las. After glancing out the window, 
               Lovett sits down and pulls out his journal. He writes:

               INSERT:

               APRIL 4TH

               TH DAY AT SHANGRI-LA. FEEL SO GOOD I COULD SOW A WILD OAT—

               He pauses, looks up, opens the compact box at his side and 
               looks at himself confidently and admiringly in the mirror. 
               Returning to his journal, he adds:

               INSERT:

               —OR TWO.

               EXT. GARDEN - DAY

               MED. SHOT (MOVING)

               With George as he disconsolately walks. He is startled by 
               the sound of Maria's voice calling him. CAMERA PANS with 
               him as he crosses to a sheltered spot where Maria sits on 
               a garden bench.

                                     GEORGE
                         Hello, Maria.

               He fumbles for a cigarette.

               MED. CLOSE SHOT

                                     MARIA
                              (a little hurt)
                         You promised to come for tea 
                         yesterday. I waited for so long.

                                     GEORGE
                         I'm sorry.
                              (chagrined to 
                              discover he has no 
                              cigarettes left)
                         I haven't even got any cigarettes 
                         left!

                                     MARIA
                         I'll make some for you!
                              (pleading)
                         You will come today?

                                     GEORGE
                              (after a pause)
                         Perhaps.

                                     MARIA
                              (tenderly)
                         Please say you will. The days are 
                         so very long and lonely without 
                         you.
                              (a whisper)
                         Please . . .

                                     GEORGE
                         All right, I'll be there.

                                     MARIA
                              (happily)
                         Thank you.

                                     GEORGE
                              (suddenly)
                         You'll tell me some of the things 
                         I want to know, won't you?  You'll 
                         tell me who runs this place. And 
                         why we were kidnapped. And what 
                         they're going to do with us!

               CLOSE-UP - MARIA

               From the moment he starts to speak, her face clouds. 
               George's voice continues without interruption.

                                     GEORGE'S VOICE
                         Chang's been lying about those 
                         porters, hasn't he?

               She runs off, frightened.

               INT. ELSEWHERE IN THE GARDEN

               MED. CLOSE SHOT

               Following Conway and Sondra as they stroll peacefully hand 
               in hand amongst the sculpted shrubbery and rows of flowers. 
               There is a sudden pealing of bells. The two of them look 
               off and pause, their gaze momentarily captured by 
               picturesque snowcapped peaks in the distance.

                                     CONWAY
                              (moved)
                         Beautiful! I'm waiting for the 
                         bump.

                                     SONDRA
                         Bump?

                                     CONWAY
                         When the plane lands at Shangri-La 
                         and wakes us all up.

               She gives him a pinch.

                                     CONWAY
                         Ouch!

                                     SONDRA
                              (chuckling)
                         You see, it's not a dream.

                                     CONWAY
                         You know, sometimes I think that 
                         it's the other that's the dream. 
                         The outside world. Have you never 
                         wanted to go there?

                                     SONDRA
                         Goodness, no. From what you tell 
                         me about it, it certainly doesn't 
                         sound very attractive.

                                     CONWAY
                         It's not so bad, really. Some phases 
                         are a little sordid, of course. 
                         That's only to be expected.

                                     SONDRA
                         Why?

                                     CONWAY
                         Oh, the usual reasons. A world 
                         full of people struggling for 
                         existence.

                                     SONDRA
                         Struggling, why?

                                     CONWAY
                         Well, everybody naturally wants to 
                         make a place for himself, accumulate 
                         a nest egg, and so on.

                                     SONDRA
                         Why?

                                     CONWAY
                         You know, if you keep on asking 
                         that, we're not going to get 
                         anywhere. And don't ask me why.

                                     SONDRA
                         I was just going to.

                                     CONWAY
                         It's the most annoying word in the 
                         English language. Did you ever 
                         hear a child torture his parent 
                         with it?
                              (mimicking)
                         Mother's little darling musn't 
                         stick her fingers in the salad 
                         bowl. Why? Because it isn't lady-
                         like to do that. Why? Because that's 
                         what forks are made for, darling.

                                     SONDRA
                              (joining in)
                         Why, mother?

                                     CONWAY
                         Because mother read it in a book 
                         somewhere, and if mother's little 
                         darling doesn't take her fingers 
                         out of the salad bowl this instant, 
                         mother's going to wring her little 
                         neck.

               Sondra laughs heartily.

                                     SONDRA
                              (teasingly)
                         Would you like to wring my little 
                         neck?

                                     CONWAY
                         I'd love it!

                                     SONDRA
                         Why?

               Conway makes a grab for her and she spurts away. He chases 
               her across part of the garden, and past the fountain catches 
               up with her. He reaches to place his hands around her neck.

                                     SONDRA
                              (laughing)
                         I'm sorry. I'm very sorry.

               He hesitates, studying her intently.

               260. CLOSE-UP

               They kiss.

                                     SONDRA
                              (when they break)
                         I've thought about it for years.
                              (softly)
                         I knew you'd come. And I knew if 
                         you did - you'd never leave.
                              (a whisper)
                         Am I forgiven for sending for you?

                                     CONWAY
                         Forgiven.
                              (a pause)
                         You know, when we were on that 
                         plane, I was fascinated by the way 
                         its shadow followed it. That silly 
                         shadow racing along over mountains 
                         and valleys, covering ten times 
                         the distance of the plane. It was 
                         always there to greet us with 
                         outstretched arms when we landed. 
                         And I've been thinking that somehow 
                         you're that plane, and I'm that 
                         silly shadow. That all my life 
                         I've been rushing up and down hills, 
                         leaping rivers, crashing over 
                         obstacles, never dreaming that one 
                         day that beautiful thing in flight 
                         would land on this earth and into 
                         my arms.

               They kiss again.

                                                            DISSOLVE TO:

               INT. LIVING ROOM

               261. MEDIUM SHOT

               Chang is being visited by Lovett, who has lost his petrified 
               manner.

                                     LOVETT
                         Amazing, Mr. Chang. This place is 
                         amazing! And that marble quarry in 
                         the valley is simply magnificent. 
                         Oh, I've looked around. I've seen 
                         everything. Your woodworkers and 
                         your cloth-weavers - they all seem 
                         so very, very happy.

                                     CHANG
                         Yes.

                                     LOVETT
                         You may not know it, Mr. Chang, 
                         but right here you have Utopia.[15]

                                     CHANG
                         You've very kind Mr. Lovett.

               CLOSE SHOT - THE TWO

                                     LOVETT
                         I don't mean it in that sense. I 
                         only give credit where credit is 
                         due.
                              (pauses - sincerely)
                         Er, Mr. Chang, I'm very anxious to 
                         have you realize that I never for 
                         a moment believed that ridiculous 
                         kidnapping story.

                                     CHANG
                         Oh, I'm so glad.

                                     LOVETT
                         Simply preposterous. Do you know 
                         what I did last night? Last night, 
                         Mr. Chang, I held a sort of a self-
                         inventory. I said to myself last 
                         night, Mr. Chang, I said, "Lovey"—
                              (catches himself - 
                              looks around)
                         Mr. Lovett! "Mr. Lovett," I said, 
                         "you are an ungrateful fool . . . 
                         "

                                     CHANG
                         Why, no.

                                     LOVETT
                         "Ungrateful fool . . . !"  Those 
                         were my very words to myself last 
                         night. "Here are these people in 
                         Shangri-La doing everything in 
                         their power to make our stay 
                         comfortable and happy and I haven't 
                         done one single thing to show my 
                         appreciation."

                                     CHANG
                         Now, what would you like to do?

                                     LOVETT
                         Well, Mr. Chang, I thought, with 
                         your permission of course, and 
                         while I'm waiting for these porters, 
                         I would like to organize classes 
                         for those children in the valley 
                         and teach them something practical 
                         and something useful. Geology.

                                     CHANG
                         Splendid!

                                     LOVETT
                         Isn't it? Isn't it! You know I was 
                         a professor for twenty years? - 
                         and a very good one.

                                     CHANG
                         I'm sure you were. When would you 
                         like to start?

                                     LOVETT
                         Oh, immediately.

                                     CHANG
                              (offering his 
                              handshake)
                         Then it's done.

                                     LOVETT
                         Oh, thank you. Thank you!

                                     CHANG
                         Thank you.

               EXTERIOR GARDEN

               263. MEDIUM SHOT

               Conway sits on a bench - Barnard leans over him, showing 
               him a map - a-twitter with an idea.

                                     BARNARD
                         You see? You get the idea? From 
                         this reservoir here I can pipe in 
                         the whole works. Oh, I'm going to 
                         get a great kick out of this. Of 
                         course it's just to keep my hand 
                         in, but with the equipment we have 
                         here, I can put a plumbing system 
                         in for the whole village down there. 
                         Can rig it up in no time.
                              (aghast)
                         Do you realize those poor people 
                         are still going to the well for 
                         water?

               CLOSER SHOT - THE TWO

                                     CONWAY
                              (a twinkle in his 
                              eye)
                         It's unbelievable.

                                     BARNARD
                         Think of it! In times like these.

                                     CONWAY
                         Say, what about that gold deal?

                                     BARNARD
                         Huh?

                                     CONWAY
                         Gold. You were going to—

                                     BARNARD
                              (interrupting)
                         Oh - that! That can wait. Nobody's 
                         going to run off with it.
                              (full of business)
                         Say, I've got to get busy. I want 
                         to show this whole layout to Chang.
                              (exiting)
                         So long. Don't you take any wooden 
                         nickels.

                                     CONWAY
                         All right.

               He disappears. We hear him whistling, something joyous. 
               Probably "The Old Gray Mare Ain't What She Usta Be"—

               CLOSE-UP - CONWAY

               As he watches Barnard go, pleased at the metamorphosis 
               that's taking place in him. Suddenly he sees George and 
               jumps up.

                                     CONWAY
                         George.

               MED. LONG SHOT

               From Conway's angle. George has just made his appearance.

                                     CONWAY
                         George!

               George keeps on going and Conway runs toward him.

               MED. CLOSE SHOT

               As Conway catches up to George—and takes him by the arm.

                                     CONWAY
                              (sincerely)
                         George - you're behaving like a 
                         child. You haven't opened your 
                         mouth in two weeks.

                                     GEORGE
                              (coldly)
                         I don't see that there's anything 
                         to say.

               And releasing his arm, he leaves Conway abruptly.

               CLOSE-UP - CONWAY

               As a look of deep pain comes into his face. He stands for 
               several seconds - looking helplessly - and despairingly in 
               George's direction.

                                                               FADE OUT:

               FADE IN:

               INT. LIVING ROOM

               269. MEDIUM SHOT

               Chang and Conway playing chess. Conway leans over the board, 
               a faraway expression on his face. Chang leans over - moves 
               a 'man' into position.

                                     CHANG
                         I'm afraid that does it.

               Conway looks up - aroused from his reverie. He glances 
               over the board.

                                     CONWAY
                         Yes. I'm afraid it does.

                                     CHANG
                         Shall we have another?

                                     CONWAY
                              (rises)
                         No thanks. Not tonight if you don't 
                         mind.

               He crosses to a window and glances out. Chang looks up and 
               sees Maria in doorway.

                                     CHANG
                         Come in, my dear.

               CLOSE SHOT - MARIA

               In doorway. She seems slightly embarrassed.

                                     MARIA
                         Sorry. I didn't mean to interrupt.
                              (self-consciously)
                         I thought Mr. Conway's brother was 
                         here. Excuse me.

               She leaves.

               271. CLOSE SHOT - CONWAY AND CHANG

                                     CHANG
                         Charming, isn't she?

                                     CONWAY
                         Yes, charming.

                                     CHANG
                         Your brother seems quite fascinated 
                         by her.

                                     CONWAY
                         Why not? She's an attractive young 
                         woman.

                                     CHANG
                         Young? She arrived here in 1888. 
                         She was 20 at the time. She was on 
                         her way to join her betrothed - 
                         when her carriers lost their way 
                         in the mountains. The whole party 
                         would have perished but for meeting 
                         some of our people.

                                     CONWAY
                              (hands in the air)
                         Amazing!  She still doesn't look 
                         over 20. When is she likely to 
                         grow old in appearance?

                                     CHANG
                         Not for years. Shangri-La will 
                         keep her youthful indefinitely.

                                     CONWAY
                         Suppose she should leave it?

                                     CHANG
                         Leave Shangri-La! That's not likely. 
                         You couldn't drive her out.

                                     CONWAY
                         No, I mean about her appearance. 
                         If she should leave the valley - 
                         what would happen?

                                     CHANG
                         Oh, she'd quickly revert in her 
                         appearance to her actual age.

                                     CONWAY
                              (shaking his head)
                         It's weird.
                              (a pause)
                         Chang, how old are you?

                                     CHANG
                         Age is a limit we impose upon 
                         ourselves. You know, each time you 
                         Westerners celebrate your birthday, 
                         you build another fence around 
                         your minds.

               They are interrupted by the entrance of George.

                                     GEORGE
                              (stridently)
                         Oh, there you are! You're just the 
                         man I'm looking for.

               272. WIDER ANGLE

               As George comes up to them. He is livid with rage. He 
               crosses directly to in front of Chang.

                                     GEORGE
                         A fine trick! Smart, aren't you? 
                         What a pack of lies you told us 
                         about those porters! Of course the 
                         minute they arrive, we can make 
                         arrangements to leave. If they 
                         take us. But you knew very well 
                         you'd tell them not to!

               273. THREE SHOT - FAVORING GEORGE

                                     CHANG
                         Now, my dear boy. You shouldn't—

                                     GEORGE
                              (snapping at him)
                         You've been lying to us ever since 
                         we got here! Apparently it's worked 
                         with some people. Perhaps it's 
                         because they lack the courage to 
                         do anything about it. But not me, 
                         Chang. You're up against the wrong 
                         man. I'll get out of here, if I 
                         have to blow this fantastic place 
                         into the valley! I'll get 
                         out—porters or no porters!

               And with this threat, he storms out of the room.

                                     CHANG
                         You must prevail upon him not to 
                         attempt the journey. He could never 
                         get through that country alive.

                                     CONWAY
                              (tensely)
                         I can't let him go alone. It's 
                         suicide!

               He exits abruptly. Chang watches him depart, deeply upset.

               INT. HIGH LAMA'S CHAMBER

               274. MEDIUM SHOT

               Conway sits in the same place before the Lama.

                                     LAMA
                         Yes, of course, your brother is a 
                         problem. It was to be expected.

                                     CONWAY
                         I knew you'd understand. That's 
                         why I came to you for help.

                                     LAMA
                         You must not look to me for help. 
                         Your brother is no longer my 
                         problem. He is now your problem, 
                         Conway.

                                     CONWAY
                         Mine?

                                     LAMA
                         Because, my son, I am placing in 
                         your hands the future and destiny 
                         of Shangri-La.
                              (pause)
                         For I am going to die.

               There is a pause during which Conway cannot conceal his 
               amazement at this simple statement.

                                     LAMA
                         I knew my work was done when I 
                         first set eyes upon you.

               CLOSE-UP - CONWAY AND LAMA

               Conway is too awed and impressed to utter a sound. The 
               High Lama finally resumes.

                                     LAMA
                         I have waited for you, my son, for 
                         a long time. I have sat in this 
                         room and seen the faces of 
                         newcomers. I have looked into their 
                         eyes and heard their voices - always 
                         in hope that I might find you . My 
                         friend, it is not an arduous task 
                         that I bequeath, for our order 
                         knows only silken bonds. To be 
                         gentle and patient, to care for 
                         the riches of the mind, to preside 
                         in wisdom, while the storm rages 
                         without.

                                     CONWAY
                         Do you think this will come in my 
                         time?

               MED. CLOSE SHOT - THE TWO

                                     HIGH LAMA
                         You, my son, will live through the 
                         storm. You will preserve the 
                         fragrance of our history, and add 
                         to it a touch of your own mind. 
                         Beyond that, my vision weakens.
                              (pause - 
                              magisterially)
                         But I see in the great distance a 
                         new world starting in the ruins - 
                         stirring clumsily - but in 
                         hopefulness, seeking its vast and 
                         legendary treasures. And they will 
                         all be here, my son, hidden behind 
                         the mountains in the Valley of the 
                         Blue Moon, preserved as if by a 
                         miracle.

               The voice of the Lama, toward the last, seems to fade out. 
               Conway, thoroughly engrossed, half-consciously waits for 
               it to continue. Following a protracted silence, he slowly 
               turns toward the Lama. A breeze blows through the room, 
               ruffling curtains on the window.

               277. CLOSE SHOT - THE HIGH LAMA

               From whose face the glow has faded. There is nothing left 
               but a dark-shadowed mask.

               CLOSE-UP - CONWAY

               He stares, uncertainly, for a long while, with a slow 
               realization that the High Lama is dead. Quite unaware that 
               he is being moved emotionally, tears well up in his eyes. 
               While still sitting this way, unable to stir, he becomes 
               conscious of activity around him.

               279. MEDIUM SHOT

               As two servants, unbeckoned, arrive - only to peer, solemn-
               faced, at the Lama. Then, in intervals of seconds, groups 
               of Lamas, hitherto unseen, enter softly and silently, and 
               gather around the High Lama. We hear indistinguishable 
               murmurs that might or might not be prayers. Conway is only 
               vaguely aware of their presence - and after a few moments, 
               scarcely conscious of what is actuating his movements, he 
               drifts away from the murmuring Lamas, and walks in the 
               direction of the door.

                                                            DISSOLVE TO:

               INT. BARNARD'S ROOM

               280. MEDIUM SHOT

               Barnard and Gloria are on their knees on the floor. Before 
               them they have spread a large map or chart. Barnard is 
               enthusiastically out - lining his plans.

                                     BARNARD
                         Look, honey. We run the pipes 
                         through here, and we connect with 
                         the main water line here.

                                     GLORIA
                         Pipes? Where are you going to get 
                         pipes?

                                     BARNARD
                         Oh, that's a cinch. I'll show them 
                         how to cast pipes out of clay.

               This is as far as they get for George at this moment barges 
               in.

                                     GEORGE
                         There you are! Barnard, you'd better 
                         get your things together. We're 
                         leaving.

                                     BARNARD
                         Leaving?

                                     GEORGE
                         Yes. I've just been talking with 
                         the porters. They're going to take 
                         us. We've got clothing, food, 
                         everything. Come on!

                                     BARNARD
                         When are you going to start?

                                     GEORGE
                         Right this very minute!  The porters 
                         are waiting for us on the plateau. 
                         And that Chinaman thought he could 
                         stop me. Come along.

                                     BARNARD
                         I think I'll stick around. I'll 
                         leave with the porters on their 
                         next trip.

                                     GEORGE
                         You mean you don't want to go?

                                     BARNARD
                         Well - I'm—

                                     GEORGE
                         I see. You're afraid of going to 
                         jail, eh?

                                     BARNARD
                         Well, no. You see, I got this 
                         plumbing business—

                                     GEORGE
                         All right! If you insist on being 
                         an idiot, I'm not going to waste 
                         time coaxing you.
                              (to Gloria)
                         How about you?

                                     BARNARD
                         Oh, no - you don't want to go yet, 
                         honey.
                              (before she can 
                              answer)
                         She'll stick around too.
                              (to Gloria)
                         Is that right?

                                     GLORIA
                              (beaming)
                         If you want me to!

                                     BARNARD
                         Sure - sure. Don't you worry. I'll 
                         take care of you.

                                     GEORGE
                         All right, suit yourself. But just 
                         remember you had your chance.

               As he starts out, Lovett enters.

                                     GEORGE
                         How about you? Do you want to go?

                                     LOVETT
                         Go? Where?

                                     GEORGE
                         Home. Away from here. I've got 
                         porters to take us back.

               281. CLOSE TWO SHOT - GEORGE AND LOVETT

                                     LOVETT
                         Oh, my dear boy, I'm sorry. That's 
                         impossible. Why, I have my classes 
                         all started.

                                     GEORGE
                              (irritably)
                         I don't care what you've got 
                         started. Do you want to go?

                                     LOVETT
                         Well - no - I think I'd better 
                         wait. Yes, yes. I will. I'll wait.

                                     GEORGE
                              (grumbling as he 
                              goes)
                         You'll wait till you rot!

                                     LOVETT
                              (glowering after 
                              him)
                         Yes.
                              (does a double-take)
                         Barney!

                                     BARNARD
                         Lovey!

               Lovett immediately dismisses George from his mind and his 
               face brightening, he starts toward Barnard and Gloria.

               MED. CLOSE SHOT

               As Lovett joins the two on the floor.

                                     LOVETT
                         Hello, Gloria.

                                     GLORIA
                         Hello.

                                     LOVETT
                         Barney, I've just finished 
                         translating one of the most 
                         interesting old tablets you can 
                         imagine. It told me all about the 
                         origin of the Masonic symbols and—

                                     BARNARD
                         That's swell, Lovey. I want to 
                         show you something. Look!

               He proudly displays his map.

                                     LOVETT
                         Oh my, isn't that pretty! What is 
                         it?

                                     BARNARD
                         Plumbing. Everything modern. I'm 
                         going to run pipes all through the 
                         village—

               As all three heads go into a huddle.

               INT. CONWAY'S ROOM

               283. CLOSE SHOT

               Conway stands in front of a window - his arms extended 
               across - peering out moodily. He is watching a solemn and 
               slow-moving procession of torchlight-bearers - the funeral 
               rites of the High Lama - accompanied by cermonial music 
               and drum-beating.

               284. LONG SHOT

               Shooting over his shoulder.

               Getting his view of the magisterial procession.

               285. CLOSE SHOT

               Conway, as he thoughtfully surveys the surroundings of 
               which he has just become master.

               CLOSE SHOT - AT DOOR

               George appears in the doorway. He looks around and espies 
               Conway. For a moment he stands uncertainly, and finally 
               enters.

                                     GEORGE
                              (softly)
                         Bob—

               287. MEDIUM SHOT

               As Conway turns - and seeing him, evinces no emotion 
               whatsoever.

                                     CONWAY
                              (a murmur)
                         Hello, George.

               George looks at him peculiarly. Conway's behavior is odd 
               in view of their strained relationship.

                                     GEORGE
                         Well, you can stop worrying about 
                         everything now, Bob. I've made 
                         arrangements to leave. If you'll 
                         let me close that window, I can 
                         talk to you. That noise is driving 
                         me crazy.

               He closes the window.

                                     GEORGE
                         I said we're getting out of here. 
                         Back to civilization. I made a 
                         deal with the porters. They brought 
                         in a load of books or something, 
                         and they're leaving tomorrow at 
                         dawn. They're waiting for us five 
                         miles outside the valley. Come on, 
                         get your things together. Where's 
                         your top coat?

               CLOSE SHOT - THE TWO

                                     CONWAY
                         You can't leave, George.

                                     GEORGE
                         Why not? What's going to stop me?

                                     CONWAY
                              (pleading)
                         You mustn't. You've got to stay 
                         here now.

                                     GEORGE
                              (sharply)
                         Stay here?!
                              (more softly)
                         What's the matter with you, Bob? 
                         You've been acting strangely ever 
                         since we came here.
                              (no response from 
                              Conway)
                         I've never seen you like this. Why 
                         can't we leave? What's stopping 
                         us?

               Conway combats an impulse to tell him the whole story.

                                     CONWAY
                              (impulsively)
                         Something grand and beautiful, 
                         George. Something I've been 
                         searching for all my life. The 
                         answer to the confusion and 
                         bewilderment of a lifetime. I've 
                         found it, George, and I can't leave 
                         it. You mustn't either.

                                     GEORGE
                         I don't know what you're talking 
                         about. You're carrying around a 
                         secret that seems to be eating you 
                         up. If you'll only tell me about 
                         it.

                                     CONWAY
                         I will, George. I want to tell 
                         you. I'll burst with it if I don't. 
                         It's weird and fantastical and 
                         sometimes unbelievable, but so 
                         beautiful!
                              (pause)
                         Well, as you know, we were kidnapped 
                         and brought here . . .

               While he is speaking, we slowly

                                                            DISSOLVE TO:

               289. SAME SCENE:

               As Conway is concluding his story.

                                     CONWAY
                         . . . And that's the whole story, 
                         George. He died as peacefully as 
                         the passing of a cloud's shadow. 
                         His last words to me were, "I place 
                         in your hands, my son, the future 
                         and destiny of Shangri-La." Now 
                         you know why I can't leave.

               George listens to him intently, his face a mask of 
               apprehension. He stares at his brother for some time and 
               finally rises and walks around for a few moments.

                                     GEORGE
                              (running his hand 
                              through his hair)
                         Well, I - I really don't know what 
                         to say. Except that you must be 
                         completely mad.

                                     CONWAY
                         So you think I'm mad?

                                     GEORGE
                         What else can I think after a tale 
                         like that?  Good heavens, Bob, 
                         things like that don't happen today. 
                         We're living in the twentieth 
                         century.

                                     CONWAY
                         So you think it's all nonsense, 
                         huh?

               MED. SHOT - THE TWO

                                     GEORGE
                         I think you've been hypnotized by 
                         a lot of loose-brained fanatics. 
                         Why, I wouldn't believe it if I 
                         heard it in an English monastery. 
                         Why should I swallow it here in 
                         Tibet?  How do you know the things 
                         they told you are true? Did they 
                         show you any proof?

                                     CONWAY
                         I don't need any proof.

                                     GEORGE
                              (contemptuously)
                         I knew there was a reason I hated 
                         this place. I'd give half my life 
                         to fly over it with a load of bombs 
                         just for what they've done to you. 
                         How do you know the things they 
                         told you are true? Did they show 
                         you any proof? All this talk about 
                         the Lamas being hundreds of years 
                         old. How do you know? Did you see 
                         their birth certificates?
                              (some more pacing)
                         I can't believe it, Bob. A bunch 
                         of decrepit old men sit around and 
                         dream about reforming the world.  
                         And you, Bob Conway - two-feet-on-
                         the-ground Conway - want to join 
                         them. It's horrible.

                                     CONWAY
                         Is that all my story meant to you?

                                     GEORGE
                         What else could it mean to me? 
                         It's obviously a lot of bunk.

                                     CONWAY
                         Then you'd better go, George. This 
                         is no place for you.

                                     GEORGE
                         It's no place for you, Bob. Think 
                         of what's waiting for you. Do you 
                         want to stay here until you're 
                         half dead? Until your mind starts 
                         corroding like the rest of them?

                                     CONWAY
                         Please, George. I don't want to 
                         talk about it anymore.

                                     GEORGE
                         You've got to talk about it. What 
                         about me? You said they stole that 
                         plane to bring you here. I didn't 
                         want to come. You owe me some 
                         responsibility.

                                     CONWAY
                         I'm tired of owing you things. 
                         You're free to go. Go ahead.

                                     GEORGE
                              (suddenly)
                         It's that girl - that girl has 
                         twisted and turned—

                                     CONWAY
                         Enough! Never mind the girl!
                              (a tense moment of 
                              silence)
                         Well, why don't you go?

               Conway has sunk into a chair. George kneels before him, 
               pleading.

                                     GEORGE
                         Look here, Bob, Ever since I can 
                         remember, you've looked after me. 
                         Now I think you're the one that 
                         needs looking after. I'm your 
                         brother, Bob. If there's something 
                         wrong with you, let me help you.

                                     CONWAY
                              (a murmur)
                         Oh, George . . .

                                     GEORGE
                         Besides, I - I don't feel like 
                         making that trip alone, Bob.

                                     CONWAY
                         George, you couldn't possibly stay 
                         here, could you?

                                     GEORGE
                         I'd go mad!

                                     CONWAY
                              (after a moment's 
                              hesitation)
                         George, I may be wrong, I may be a 
                         maniac. But I believe in this, and 
                         I'm not going to lose it.
                              (warmly)
                         You know how much I want to help 
                         you, but this is bigger, stronger 
                         if you like than brotherly love. 
                         I'm sorry, George. I'm staying.

                                     GEORGE
                              (after a long pause)
                         Well, I can't think of anything 
                         more to say. Goodbye, Bob.

               They shake hands warmly. George turns to leave.

                                     CONWAY
                              (just as George 
                              reaches the door)
                         George, are you sure of the porters?  
                         About their taking care of you, I 
                         mean?

                                     GEORGE
                              (turning back)
                         Oh yes. It's all set. Maria made 
                         the arrangements.

                                     CONWAY
                              (glances up - 
                              surprised)
                         Maria?

                                     GEORGE
                         Yes, the little Russian girl.

                                     CONWAY
                         What's she got to do with it?

                                     GEORGE
                         She's going with me.

               Conway looks his extreme amazement.

                                     CONWAY
                              (suddenly - wild)
                         George, you're crazy!

               As he says this he jumps to his feet. George is startled 
               by his tone and manner.

                                     CONWAY
                              (wheeling)
                         You can't take her away from here!

                                     GEORGE
                              (confidently)
                         Why not?

                                     CONWAY
                              (strongly)
                         Because you can't. Do you know 
                         what will happen to her if she 
                         leaves Shangri-La? She's a fragile 
                         thing that can only live where 
                         fragile things are loved. Take her 
                         out of this valley and she'll fade 
                         away like an echo.

                                     GEORGE
                              (slowly)
                         What do you mean - "fade away like 
                         an echo"?

                                     CONWAY
                         She came here in 1888!

               CLOSE SHOT - THE TWO

               Favoring George. He laughs hollowly. He runs his hand 
               through his hair. He stares unbelievingly at Conway.

                                     GEORGE
                         This would be funny - if it wasn't 
                         so pathetic. Why, she isn't a day 
                         over twenty!

                                     CONWAY
                         You're wrong, George.

                                     GEORGE
                         I'm not wrong. She told me so. 
                         Besides, she wouldn't have to tell 
                         me. I'd know anyway.
                              (significantly)
                         I found out a lot of things last 
                         night.
                              (quickly)
                         I'm not ashamed of it either. It's 
                         probably one of the few decent 
                         things that's ever happened in 
                         this hellish place.

               MED. CLOSE SHOT - THE TWO

               Conway stares at him.

                                     GEORGE
                              (cynically)
                         So everyone is serenely happy in 
                         Shangri-La? Nobody would ever think 
                         of leaving?
                              (vehemently)
                         It's all just so much rot! She's 
                         pleaded with me ever since I came 
                         here to take her away from this 
                         awful place. She's cried in my 
                         arms for hours, for fear I'd leave 
                         her behind. And what's more, she's 
                         made two trips to the plateau to 
                         bribe the porters - for me!

                                     CONWAY
                              (doesn't want to 
                              believe it)
                         I don't believe it! I don't believe 
                         a word of it!

                                     GEORGE
                         All right. I'll prove it to you! 
                         You believe everything they've 
                         told you - without proof! I'll 
                         prove my story!

               As he speaks he has crossed to door leading to adjoining 
               room. Conway's eyes are glued on him.

                                     GEORGE
                         Come in a minute.

               After a few seconds Maria appears in the doorway and stands 
               there timidly.

                                     GEORGE
                         Come in.

               She steps forward.

               MED. SHOT - THE THREE

                                     GEORGE
                              (shrewdly)
                         I've got some bad news for you, 
                         Maria. My brother and I have decided 
                         we can't take you along.

               Maria's face collapses.

                                     MARIA
                              (small, frightened 
                              voice)
                         You can't take me?

               She rushes to George and throws her arms around him.

                                     MARIA
                         But you promised me! You promised 
                         to take me with you!

               Over her shoulder George looks victoriously at Conway, who 
               cannot believe his ears. Suddenly Maria wheels on Conway.

                                     MARIA
                         It's all your fault! It was all 
                         arranged until he spoke to you! 
                         Why can't you leave us alone?

                                     CONWAY
                         Do you mean to tell me you want to 
                         leave Shangri-La?

                                     MARIA
                         I'll die if I have to stay here 
                         another minute! I've waited a long 
                         time for this chance to go, and 
                         you're not going to stop me now. 
                         If I have to, I'll go alone. It 
                         was I who bribed the porters. If 
                         it weren't for me, you'd never get 
                         out!

                                     CONWAY
                         I thought the porters had 
                         instructions from the High Lama 
                         not to take anyone.

                                     MARIA
                         The High Lama? Who pays any 
                         attention to him? The porters laugh 
                         at the High Lama. All they want to 
                         know is how much gold he will give 
                         them. Well, I gave them more gold. 
                         I've been stealing it for a year.  
                         I'd do anything to get out of this 
                         place. To get away from that High 
                         Lama - the one who calls himself 
                         Father Perrault! Why, he's been 
                         insane for years!

                                     CONWAY
                         Father Perrault is dead.

                                     MARIA
                         He's dead? That's fine. You won't 
                         see me shedding any tears over 
                         him!
                              (pleading)
                         Oh George, you must take me with 
                         you!

                                     CONWAY
                              (quietly)
                         Aren't you afraid to leave? You 
                         don't want to look like an old 
                         woman, do you?

                                     MARIA
                         Old woman? Chang told you that, 
                         didn't he?

                                     CONWAY
                         Yes.

                                     MARIA
                         I thought so!  He tells everyone 
                         I'm old. He wants them to stay 
                         away from me. He can't stand it 
                         when anyone comes near. He's 
                         punished me for every minute I've 
                         spent with George. If it weren't 
                         for him, I would have been out of 
                         here long ago, but he always stops 
                         me. Six months ago, I tried to 
                         escape and he locked me in a dark 
                         room. I nearly went crazy.
                              (pause)
                         Look at me, Mr. Conway, do I look 
                         like an old woman? Is this the 
                         skin of an old woman? Look into my 
                         eyes and see if these are the eyes 
                         of an old woman?

                                     GEORGE
                         She was kidnapped and brought here 
                         two years ago just as we were, 
                         Bob.

                                     CONWAY
                              (thrown)
                         I don't believe it! I can't believe 
                         it. She's lying.
                              (wildly)
                         You're lying. You're lying! Every 
                         word you've been saying is a lie! 
                         Come on, say it!

               He has backed her into a corner and is nearly throttling 
               her.

                                     CONWAY
                         You're lying, aren't you?

                                     MARIA
                         No, Mr. Conway, I'm not lying. 
                         What reason could I have for lying? 
                         The chances are that we'll never 
                         come out of that horrible trip 
                         alive, but I'd rather die out there 
                         in a snowstorm and be buried alive, 
                         than to stay here one more minute 
                         now.

               Thoroughly disillusioned, Conway emits a few cynical 
               chuckles - shakes his head - stares blankly for a moment.

                                     CONWAY
                              (dead voice)
                         You say the porters are waiting 
                         for us?

                                     GEORGE
                         Yes.

                                     CONWAY
                         The clothes?

                                     GEORGE
                              (alertly)
                         Yes, everything!

                                     CONWAY
                         What about the others?

                                     GEORGE
                         I've already asked them. They're 
                         afraid to make the trip. We'll 
                         have to send an expedition back 
                         after them.

                                     CONWAY
                              (business-like)
                         Come on! We're wasting time!

               Conway dashes around and collects his things.

                                     MARIA
                         Are you taking me?

                                     CONWAY
                         Yes, of course. Certainly. Come 
                         on!

               They start out the door and we . . .

                                                            DISSOLVE TO:

               EXT. IN THE GARDEN

               MED. CLOSE TRUCKING SHOT

               Conway, George and Maria on their way out of the main 
               building. The funeral procession continues around them. 
               The two men walk together, Maria behind. George is cheerful 
               and buoyant.

                                     GEORGE
                         It won't be long now before we're 
                         in London. Can't you just see 
                         everyone when we pop out of the 
                         blue!

               Conway's jaw is set grimly.

               295. MED. SHOT

               As Conway, George and Maria continue.

                                     GEORGE
                         We'll have them breathless when 
                         they hear our story.

               While he speaks, Conway turns his head around, looking for 
               a glimpse of Sondra.

               MEDIUM SHOT - CHANG

               As he hurries out of the building and looks out at them 
               from a roof terrace.

               297. CLOSE SHOT - MOVING WITH CONWAY

               As he continues to look back in Sondra's direction, although 
               he keeps in step with George.

                                     GEORGE'S VOICE
                         You had me worried for a while. I 
                         thought you were gone completely.

               Conway turns his head away.

               THREE SHOT (MOVING)

               Conway, George and Maria. George glances up at Conway.

                                     GEORGE
                              (sincerely - grinning)
                         Lucky thing for me you snapped out 
                         of it, too. You saved my life. I 
                         never could have made it alone.

                                     CONWAY
                         What was that?

                                     GEORGE
                         was saying—

                                     CONWAY
                         Can't you shut up? Must you go on 
                         babbling like an idiot?

               George looks up, startled.

               299. LONG SHOT

               Sondra has come running out to stand anxiously beside Chang.

               MED. CLOSE SHOT

               Sondra and Chang.

                                     SONDRA
                         What's happened? Where's Bob?

                                     CHANG
                         He's going, my child.

                                     SONDRA
                         Going?

                                     CHANG
                         But he will return.

                                     SONDRA
                         Oh no! No! Bob!

               Shouting, she rushes off and the CAMERA FOLLOWS HER as she 
               races down a long flight of stairs, calling out Conway's 
               name.

               TRUCKING CLOSE-UP - SONDRA

               As she runs, calling out Conway's name and weeping.

               SERIES OF SHOTS

               Showing Conway, George and Maria - accompanied by a dozen 
               or more porters - as they approach the mountain opening 
               where they first entered Shangri-La.

               CLOSE-UP - CONWAY

               He hesitates at the opening, looks back one more time. His 
               eyes show confusion and defeat. George, ahead, calls out 
               to him to hurry.

               304. TRUCKING MEDIUM SHOT - SONDRA

               As she stumbles up the trail to the opening, minutes behind. 
               The wind howls on the other side. She cries and weeps, 
               calling out Conway's name, but he can no longer be seen.

                                                            DISSOLVE TO:

               SERIES OF SHOTS

               Which should be a group of portraits - showing the group's 
               seemingly impossible journey back to civilization. These 
               pictures should be accompanied by music in the appropriate 
               mood.

               306. NIGHT SHOT

               Accompanied by the porters, they trudge laboriously through 
               snow-ridden plains.

                                                            DISSOLVE TO:

               307. DAY

               The whole caravan are seen in the distance, clambering up 
               a mountain-side - hoisted by ropes.

                                                            DISSOLVE TO:

               308. NIGHT

               In the middle of a vast plain. They attempt to put up tents, 
               which proves futile, as a raging snowstorm rips the canvas 
               from its moorings.

                                                            DISSOLVE TO:

               309. DAY

               The large group are seen lowering themselves in single 
               file down a ledge alongside a ravine. The wind howls.

                                                            DISSOLVE TO:

               310. DAY

               A mountain pass somewhere with a hailstorm swiping viciously 
               across their faces. They edge their way pre-cautiously 
               across a narrow ledge. Suddenly the girl loses her bearings - 
               slips - screams - and is caught by Conway just in time to 
               save her from falling down the side of the jagged mountain.

                                                            DISSOLVE TO:

               MED. SHOT - NIGHT

               Maria has one arm around George and the other around Conway - 
               limping. She has her head down. They trudge silently. The 
               porters are off in the distance, leaving them behind.

                                     MARIA
                              (collapsing)
                         I can't stand it. I can't go on 
                         anymore! I've got to rest.

               She stumbles and they help her up. George looks off toward 
               the porters helplessly.

                                     MARIA
                              (hysterical)
                         How long is this going to go on? I 
                         can't stand it, I say.

               312. MED. SHOT

               Of the porters, laughing at their distress.

               MED. SHOT - THE THREE

                                     GEORGE
                         Bob, can't you get them to wait 
                         for us? They're leaving us farther 
                         behind every day.

                                     CONWAY
                         There's nothing that would suit 
                         them better than to lose us, but 
                         we must go on.
                              (to Maria - gently)
                         Come on.

                                     MARIA
                         No, I can't! I can't! You've got 
                         to let me rest! You've got to let 
                         me rest!

                                     CONWAY
                              (calling out to the 
                              porters)
                         Hey!

               314. MED. SHOT

               Of the porters, still laughing. The lead porter whips out 
               a gun and fires at them for sport.

               MED. SHOT - THE THREE

               They are in no danger. The porters are too far off.

                                     GEORGE
                              (contemptuously)
                         Target practice again! One of these 
                         days they're going to hit us.

                                     CONWAY
                              (wryly)
                         As long as they keep on aiming at 
                         us, we're safe.
                              (to Maria)
                         Come now, child.

               They start to move again.

               316. MED. SHOT

               Of the porters. They are still laughing, and now others 
               have drawn out their guns. Firing off wildly, they trigger 
               an ominous thunder overhead.

               MED. SHOT - THE THREE

               Looking up, they see an avalanche beginning.

               SERIES OF SHOTS

               Of the avalanche, picking up strength and fury as it crashes 
               downhill, sweeping over the porters and crushing them to 
               death.

               CLOSE SHOT - THE THREE

               An immense silence comes over them. Conway and George can 
               only stare, dazed and frightened. The only sound is Maria, 
               sobbing.

                                                            DISSOLVE TO:

               MEDIUM SHOT - DAY

               A scene in which Conway carries the girl on his back. George 
               walks behind. The wind continues to howl.

               CLOSE-UP - GEORGE

               Staring at the girl's face as it hangs over Conway's back. 
               Suddenly, his eyes widen.

               CLOSE-UP - MARIA

               A distorted view of her. Youth and beauty seem to be 
               vanishing.

               CLOSE-UP - GEORGE

               His eyes are glued on her.

                                     GEORGE
                              (a frightened whisper)
                         Bob! Bob! Look at her face, Bob! 
                         Her face! Look at her face!

                                                            DISSOLVE TO:

               MEDIUM SHOT - NIGHT

               On the backs of the two men, who bend over Maria. CAMERA 
               DRAWS BACK as they straighten up. Both stare down aghast 
               at the girl, whom we do not see.

               325. ANOTHER ANGLE

               To include the girl.

               MED. SHOT OF THE THREE

               The only illumination comes from the moon. We cannot get a 
               clear view of her face. But what we see seems to us to be 
               small, withered and aged. She is dead. The men stare at 
               her intently.

               CLOSE SHOT - THE TWO MEN

               Who watch her, immobile. George looks despairing. Slowly 
               his head turns toward the cliff behind him - and his eyes 
               become alert with an idea. His face lights up with great 
               determination. He lets out a piteous howl, and breaks away, 
               racing out of scene.

               Conway turns sharply and is horrified.

                                     CONWAY
                         George! George!

               SERIES OF SHOTS

               George stumbling toward the cliff, Conway chasing him. 
               George, falling head over heels, rocking on the edge - 
               then plummeting over, falling down, down into the darkness.

               329. WIDER SHOT

               Conway, at the end of the cliff, peering starkly downward.

                                                            DISSOLVE TO:

               SERIES OF SHOTS

               As Conway soldiers on, alone, through howling wind and 
               snow.

                                                            DISSOLVE TO:

               MED. SHOT - NIGHT

               On Conway, struggling against a cyclonic wind. He tops a 
               rise, stumbles, falls over, and rolls down the mountainside, 
               until finally he comes to a stop, mounded by snow. Slowly, 
               he begins to rise and start again.

                                                            DISSOLVE TO:

               332. DAWN

               As the sun comes up, Conway emerges from the whiteness, 
               feeling his way forward with a walking stick. He walks 
               with the pain and effort of a blind man, and just as he 
               manages to cross a bridge spanning a great chasm, the bridge 
               collapses. He stumbles on.

                                                            DISSOLVE TO:

               333. DAY

               Conway, looking haggard and more dead than alive, stumbles 
               out onto more dry and level terrain. He collapses to the 
               ground.

               EXT. NATIVE VILLAGE - DAY

               334. MEDIUM SHOT

               A group of Chinese in front of huts. They look up, see 
               something off and commence shouting excitedly in their 
               native tongue.

               MEDIUM LONG SHOT

               Conway's body from their angle.

                                                            DISSOLVE TO:

               SERIES OF SHOTS

               NEWSPAPER HEADLINES:

               "Conway Found Alive in Chinese Mission"

               Similar headlines follow. Newsboys hawk bulletin editions 
               to milling crowds. Top-level government dignitaries confer.

                                                               FADE OUT:

               FADE IN:

               INT. FOREIGN OFFICE

               FULL SHOT - OUTER SECTION

               CAMERA MOVES FORWARD passing a series of desks and clerks 
               until it reaches a clerk who is opening several cablegrams. 
               Finally he comes to one which causes his eyes to pop. 
               Muttering something under his breath which sounds like 
               "Good heavens!" - and without taking his eyes off the 
               cablegram, he rises and starts away.

               338. MED. TRUCKING SHOT - CLERK

               As he strides across to the end of the outer office - to a 
               glass-panelled door upon which we read "ASSISTANT TO THE 
               FOREIGN SECRETARY" - through which he disappears.

               INT. OFFICE OF ASSISTANT

               339. FULL SHOT

               As the clerk enters, full of excitement.

                                     CLERK
                         Cable from Gainsford.

                                     ASSISTANT SECRETARY
                         Oh, read it!

                                     CLERK
                              (reading)
                         "Leaving today for London with 
                         Conway aboard S.S. Manchuria. Conway 
                         can tell nothing of his experiences. 
                         Is suffering from complete loss of 
                         memory. Signed, Gainsford."

                                     ONE OF THE OTHERS IN THE ROOM
                         Loss of memory?

                                     ASSISTANT SECRETARY
                         All right, give it to the press.

                                     CLERK
                         All of it?

                                     ASSISTANT SECRETARY
                         Yes. Might as well - all of it.

                                     CLERK
                         Yes, sir.

                                     ASSISTANT SECRETARY
                         I'll dispatch a convoy to meet 
                         him.

               SERIES OF SHOTS

               More newspaper headlines reporting that Conway has amnesia 
               and other details of his homeward journey.

                                                               FADE OUT:

               FADE IN:

               INT. OFFICE OF ASSISTANT

               341. FULL SHOT

               Another clerk enters with haste, bearing another cablegram.

                                     CLERK
                         Conway's gone again! Run out! Listen 
                         to this! From Gainsford.

                                     ASSISTANT SECRETARY
                         Let me have it.
                              (takes it and reads 
                              aloud)
                         "Aboard the S.S. Manchuria. Last 
                         night Conway seemed to recover his 
                         memory. Kept talking about Shangri-
                         La, telling a fantastic story about 
                         a place in Tibet. Insisted upon 
                         returning there at once. Locked 
                         him in room but he escaped us and 
                         jumped ship during night at 
                         Singapore. Am leaving ship myself 
                         to overtake him, as fearful of his 
                         condition. Wrote down details of 
                         Conway's story about Shangri-La 
                         which I am forwarding. Lord 
                         Gainsford."

               SERIES OF SHOTS

               More newspaper headlines indicating Gainsford has abandoned 
               his pursuit of Conway and returned to London.

                                                               FADE OUT:

               FADE IN:

               INT. A GRILL ROOM OF A FASHIONABLE CLUB

               343. FULL SHOT

               A scattering of men are present - some at the bar - others 
               at tables.

               MED. SHOT IN A BOOTH

               Several men are seated.

                                     CARSTAIRS
                              (looking off)
                         Here's Gainsford now.

               They all look off.

               345. LONG SHOT

               From their view. We see Gainsford standing in the doorway, 
               looking around. He spies them and starts forward.

               346. MEDIUM SHOT

               As Gainsford arrives at the booth. The men rise with 
               extended hands.

                                     AD-LIB
                         Well, it's good to see you back, 
                         Lord Gainsford! Thought you were 
                         never coming.

                                     MEEKER
                         Will you have a drink? Sit down.

               MED. CLOSE SHOT AT TABLE

               As Gainsford shakes hands with them, and sits down.

                                     GAINSFORD
                         Yes. Scotch and soda. I'm parched.

                                     ROBERTSON
                         Here you are, ready and waiting.

               He pushes on in front of him.

                                     CARSTAIRS
                         We're most eager to know what you've 
                         discovered.

                                     AD-LIB
                         Any news of Conway?

               Where is he?

               Did you bring him back?

               All this is said as Gainsford drains his glass.

                                     GAINSFORD
                              (setting glass down)
                         Gentlemen, you see before you a 
                         very weary old man, who has just 
                         ended a chase that lasted nearly 
                         ten months.

                                     MEEKER
                         Do you mean to tell me you never 
                         caught up with him?

                                     GAINSFORD
                         Since that night that he jumped 
                         off the ship until two weeks ago, 
                         I've been missing him by inches.

                                     WYNANT
                         You don't mean it!

                                     AD-LIB
                         Think of it!

                                     ROBERTSON
                         He was as determined as that to 
                         get back?

                                     GAINSFORD
                         Determined! Gentlemen, in the whole 
                         course of my life, I have never 
                         encountered anything so grim. During 
                         these last ten months, that man 
                         has done the most astounding things. 
                         He learned how to fly, stole an 
                         army plane and got caught, put 
                         into jail, escaped . . . all in an 
                         amazingly short space of time. But 
                         this was only the beginning of his 
                         adventures.
                              (leaning forward)
                         He begged, cajoled, fought, always 
                         pushing forward to the Tibetan 
                         frontier. Everywhere I went, I 
                         heard the most amazing stories of 
                         the man's adventures. Positively 
                         astounding. Until eventually, I 
                         trailed him to the most extreme 
                         outpost in Tibet.

               CLOSE GROUP SHOT

               Favoring the other men, as Gainsford continues.

                                     GAINSFORD
                         Of course he had already gone. But 
                         his memory - ah - his memory will 
                         live with those natives for the 
                         rest of their lives. The Man Who 
                         Was Not Human, they called him.  
                         They'll never forget the devil-
                         eyed stranger who six times tried 
                         to go over a mountain pass where 
                         no other human being dared to 
                         travel, and six times was forced 
                         back by the severest storms. They'll 
                         never forget the madman who stole 
                         their food and clothing - whom 
                         they locked up in their barracks - 
                         but who fought six of their guards 
                         to escape.

               MED. CLOSE GROUP SHOT

               Gainsford still continues.

                                     GAINSFORD
                         Why, their soldiers are still 
                         talking about their pursuit to 
                         overtake him, and shuddering at 
                         the memory. He led them the wildest 
                         chase through their own country, 
                         and finally he disappeared over 
                         that very mountain pass that they 
                         themselves dared not travel.
                              (takes a drink)
                         And that, gentlemen, was the last 
                         that any known human being saw of 
                         Robert Conway.

                                     WYNANT
                         Think of it!

                                     CARSTAIRS
                         By jove, that's what I call 
                         fortitude!

                                     ROBERTSON
                         Tell me something, Gainsford. What 
                         do you think of his talk about 
                         Shangri-La? Do you believe it?

                                     GAINSFORD
                              (thinks a moment)
                         Yes - yes, I believe it.
                              (sincerely)
                         I believe it, because I want to 
                         believe it.

               They all watch his face, impressed by his tone.

               CLOSE SHOT - GAINSFORD

               As he lifts his glass.

                                     GAINSFORD
                         Gentlemen, I give you a toast. 
                         Here is my hope that Robert Conway 
                         will find his Shangri-La!

               CLOSE GROUP SHOT

               They all raise their glasses.

                                     GAINSFORD
                              (softly)
                         Here is my hope that we all find 
                         our Shangri-La.

               They are all impressed by the sincerity in his voice - and 
               as their glasses come together - CAMERA MOVES UP TO A CLOSE-
               UP OF THEM - and as the music starts - the picture

                                                           DISSOLVES TO:

               EXT. SOMEWHERE IN TIBET - NIGHT

               352. CLOSE-UP

               MOVING IN FRONT OF CONWAY - as he walks forward with a 
               steady step - his head held high - his eyes sparkling - 
               snow pelting his face.

               353. LONG SHOT

               Over his silhouetted back.

               As he walks away from the CAMERA, and we STAY WITH HIM a 
               long time as he approaches a hill.

                                                            DISSOLVE TO:

               ANOTHER LONG SHOT

               He has now ascended to the middle of the steep hill - his 
               gait unchanged. THE CAMERA PANS UP to the summit of the 
               incline - and we see that beyond it the horizon is filled 
               with a strange warm light. Conway's figure - in silhouette - 
               disappears over the hill - bells ring - and as the music 
               begins to swell.

                                                               FADE OUT:

               THE END