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                                    LOST HORIZON
                         Written by Robert previous hit Riskin 
                           based on the novel by James Hilton

                         FADE IN[1]
                         Over the titles we see SUPERIMPOSED 
                         the snow-capped mountains leading to 
                         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.
                         3. 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.
                         ? 472 ?
                         Conway, we can't take more than seven!
                         Conway pulls a passenger out and gives 
                         the pilot a signal to start.
                         (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.
                         Are there any more planes? Do you think 
                         the bandits will come here? Please take 
                         my wife next, Mr. Conway!
                         Wait, wait! Everybody, wait! There are 
                         plenty of planes coming. Now everybody 
                         have patience. Everything will be all 
                         He crosses to a back room.
                         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.
                         Get me Shanghai.
                         I'm talking to them now, sir.
                         Hello? Hello?
                         RADIO SPEAKER
                         Hello. Hello.
                         (into mike)
                         Conway speaking. Is Colonel Marsh there?
                         ? 473 ?
                         COLONEL'S VOICE
                         Right here, Conway. Go ahead.
                         8. CLOSE SHOT
                         As Conway continues into mike.
                         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.
                         They better get here soon or I can't 
                         be responsible—
                         9. WIDER ANGLE
                         As George rushes in.
                         Bob! I think I hear motors!
                         (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 
                         He starts for the door.
                         And be sure that none of the natives 
                         get in.
                         Hello? Colonel?
                         COLONEL'S VOICE
                         Hello, Conway. Yes?
                         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.
                         All right, get ready everybody. The 
                         planes are here.
                         The people crowd around him pleading 
                         for priority.
                         ? 474 ?
                         One at a time. Children first. Where 
                         are they? Come on now, and stand over 
                         A woman pushes some children forward.
                         Where's the mother?
                         (standing nearby)
                         They're orphans, Mr. 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?
                         Gentlemen, please wait your turn.
                         11. CLOSE SHOT
                         A girl slouched in a corner. We meet 
                         Gloria Stone, a surly, wan-looking prostitute.
                         You'd better take some of those squealing 
                         men with you first. They might faint 
                         on you. I'll wait.
                         12. CLOSE SHOT - CONWAY
                         Something of a smile crosses his face.
                         Just as you say!
                         Just then, a terrific explosion is heard 
                         in the distance.
                         13. FULL SHOT
                         All the lights go out. Everybody starts 
                         Whoa! Don't lose your heads now - I'll 
                         see what it is.
                         He dashes out.
                         EXT. OFFICE BUILDING
                         14. CLOSE SHOT AT DOOR
                         Conway rushing out, meets George coming 
                         The power house - they've blown it up! 
                         The planes can't land without lights.
                         ? 475 ?
                         (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.
                         All right, go ahead!
                         (to George)
                         We go on to the next plane. Bring out 
                         any people that are left.
                         Right, Bob.
                         20. 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.
                         Hello, Fenner.
                         (broad grin)
                         Hello, Conway. Having a little trouble?
                         ? 476 ?
                         You never mind me. Get this gadget off 
                         the ground.
                         George is pushing off Chinese.
                         Bob, these are all that are left.
                         (to George)
                         Come on! Quick! This way.
                         22. 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.
                         23. CLOSE SHOT - MAN
                         Who staggers back and falls, sprawling. 
                         As he hits the ground, he yells:
                         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.
                         25. 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.
                         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 
                         28. MEDIUM SHOT
                         Conway pushes George up and starts to 
                         mount himself. He looks off - and what 
                         he sees startles him.
                         (yells off)
                         All right, Fenner! Go ahead!
                         ? 477 ?
                         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 
                         Get down on the floor, everybody. Go 
                         ahead, Fenner!
                         They all fall on their faces.
                         Fenner, let's go!
                         31. 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, 
                         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.
                         Whew! That was close.
                         34. MEDIUM SHOT
                         Conway starts for the back seat and 
                         suddenly sees Lovett.
                         Where did you come from?
                         I'm Alexander P. Lovett, sir.
                         Why aren't you registered through our 
                         ? 478 ?
                         (chiming in)
                         It would serve you right if you were 
                         left behind.
                         (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.
                         Where were you hiding?
                         Hiding? Oh, no. Hunting - I was in the 
                         interior - hunting fossils. This morning 
                         I looked up suddenly—
                         I know - and a war broke out right over 
                         your head.
                         The next time you're in wild country 
                         like this, keep in touch with the British 
                         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.
                         35. MED. CLOSE SHOT - THE TWO
                         Barnard and Lovett.
                         I beg your pardon, brother. What did 
                         you say you were hunting?
                         Fossils, huh?
                         I'm a paleontologist.
                         A what?
                         A paleontologist.
                         ? 479 ?
                         Oh, I see.
                         Lovett produces a small box clutched 
                         under his arm.
                         I have here a discovery that will startle 
                         the world. It's the vertebrae from the 
                         lumbar of a Megatherium,[4] found in 
                         Well, what do you know about that!
                         Found in Asia!
                         When I get home I shall probably be 
                         knighted for it.
                         Knighted! You don't say. Do you mind 
                         if I take a look at it?
                         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 
                         BACK TO SCENE:
                         Barnard reaches for the box, but Lovett 
                         pulls it away from him.
                         This is the only thing I was able to 
                         save when those heathens surrounded 
                         (he is allowed to take it out and examine 
                         it - unimpressed)
                         You see, from this vertebrae I shall 
                         be able to reconstruct the entire skeleton.
                         Wait a minute, you expect to be knighted 
                         for finding that soupbone?
                         It was the vertebrae of a Megatherium 
                         - found in Asia.
                         ? 480 ?
                         Yeah, I remember. You said that before.
                         Sir Henry Derwent was knighted, and 
                         he never got beyond the mesozoic era.
                         Barnard stares at Lovett unbelievingly.
                         Ah, poor fellow.
                         Lovett glares at him resentfully, and 
                         snaps the lid shut on his box.
                         Yes, it just shows—
                         (taking offense)
                         I don't know why I'm talking to you. 
                         I don't know you. Who are you?
                         (turns away)
                         Okay, brother.
                         Don't call me brother.
                         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.
                         Gloria turns her head, surveys Barnard 
                         coldly, and without responding, turns 
                         I say, will you have a cigarette?
                         Say, you're an American, aren't you?
                         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.
                         ? 481 ?
                         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 
                         (holds up bottle)
                         Hello! Look what I found!
                         He crosses to Conway.
                         Just what I needed too.
                         (looks up - smiling)
                         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 
                         (holds his cup up)
                         Gentlemen, I give you Robert Conway 
                         - England's new Foreign Secretary.
                         Conway watches him, amused. George gulps 
                         down his drink.
                         (after a slight hesitation - downing 
                         his drink)
                         How I'm going to bask in reflected glory!
                         People are going to point to me and 
                         say, "There goes George Conway - brother 
                         of the Foreign Secretary."
                         Don't talk nonsense. Give me the bottle.
                         Conway takes the bottle from him and 
                         pours himself a second drink.
                         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, 
                         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
                         ? 482 ?
                         has half your knowledge of the foreign 
                         situation? They can't stop you now, 
                         Conway moodily pours himself a third. 
                         He downs the drink as we
                         DISSOLVE TO:
                         INT. PLANE
                         39. 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.
                         Hello, Freshie. Did you make that report 
                         out yet?
                         Yes, Bob.
                         Did you say we saved ninety white people?
                         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.
                         You'd better try to get some sleep, 
                         Just you wait until I'm Foreign Secretary. 
                         Can't you just see me, Freshie, with 
                         all those other shrewd, little Foreign 
                         (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.
                         ? 483 ?
                         You'd better not drink any more, Bob. 
                         You're not talking sense.
                         Conway downs the drink, and then chuckles 
                         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 
                         Do try to sleep, Bob.
                         Huh? Oh, sure, Freshie. Good thing, 
                         He grunts and squirms. George tucks 
                         him in.
                         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.
                         40. 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
                         41. 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.
                         Good morning, Lovey.
                         I beg your pardon.
                         I say, good morning, Lovey.
                         ? 484 ?
                         Good morning—
                         (catches himself)
                         Look here, young man.
                         I didn't care for 'sister' last night, 
                         and I don't like 'Lovey' this morning. 
                         My name is Lovett - Alexander, P.
                         I see.
                         I see.
                         Well, it's a good morning, anyway.
                         I'm never conversational before I coffee.
                         Barnard glances out of the window, looks 
                         around outside thoughtfully.
                         Wait a minute. Is it a good morning? 
                         Say, we're supposed to be travelling 
                         east, aren't we?
                         Why, of course. Yes.
                         Well, it looks to me as if we're travelling 
                         That's ridiculous.
                         Is it?
                         It certainly is.
                         Look here—
                         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—
                         I always get it twisted because I'm 
                         Oh, really?
                         ? 485 ?
                         Well, you just reverse it. Your left 
                         hand is—
                         (tries to explain - gets confused and 
                         What difference does it make what 'hand' 
                         you are? The north is the north!
                         Uh-huh. All I know is - the sun rises 
                         in the east, and we're going away from 
                         Now you're irritating and absurd!
                         44. 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.
                         (jumps up shrieking)
                         Oh, my word - of course - yes. Boy! 
                         Boy, we're travelling in the wrong direction! 
                         Wake up! We're going in the wrong direction!
                         45. FULL SHOT
                         Conway is still asleep.
                         (concerned for Conway)
                         Couldn't you arrange to make a little 
                         less noise?
                         I tell you, we're going west, and Shanghai 
                         is east of here!
                         Be quiet! Fenner's the best pilot in 
                         China. He knows what he's doing.
                         (not quite reassured)
                         It's Fenner.
                         He might have lost his way.
                         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.
                         All right, all right. Calm yourself. 
                         I'll talk to Fenner.
                         ? 486 ?
                         He crosses to panel leading to cockpit, 
                         CAMERA FOLLOWING HIM. When he gets there 
                         he knocks on the window.
                         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.
                         Bob! Bob!
                         Conway stirs in his sleep, slowly opens 
                         his eyes, yawns and stretches. Throughout 
                         it, George speaks.
                         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.
                         (dismissing him with a gesture)
                         Oh, stop it!
                         The bloke up there looks a Chinese, 
                         or a Mongolian, or something.
                         We're nowhere near Shanghai. We're going 
                         in the opposite direction.
                         This interests Conway and he looks out 
                         of the window.
                         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.
                         Charming chap.
                         (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 
                         ? 487 ?
                         Well, that's that, I guess.
                         Wonder what's happened to Fenner.
                         Yes. And who is he ? How'd he get there?
                         Do you suppose we stopped someplace 
                         during the night and changed pilots?
                         No. That's not possible! If we had landed, 
                         we all would have been awakened.
                         Of course. We never left the air. I 
                         know - I didn't sleep the whole night 
                         (with finality)
                         That fellow got on at Baskul.
                         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.
                         George, what are you going to do?
                         I'm going to drag him out and force 
                         him to tell us what his game is.
                         What if he refuses?
                         We'll smash his face in. That's what 
                         we'll do.
                         (a sweeping gesture)
                         Can anyone here fly a plane?
                         There is a general chorus of "no—not 
                         I," etc.
                         (takes wrench from George's hand)
                         Well, George, that's no good.
                         Conway throws the monkey wrench into 
                         a corner.
                         ? 488 ?
                         I guess we're in for it.
                         In for what?
                         I don't know. He must have had some 
                         purpose in taking the plane away from 
                         (starts for his seat)
                         When he lands, we'll find out.
                         You mean to tell me you're not going 
                         to do anything until we land?
                         What do you suggest?
                         Why, you - you— Look here - he may dash 
                         us to pieces!
                         It might afford you a great deal of 
                         Now gentlemen, I'm going back to sleep. 
                         Oh, and I was having such a peaceful 
                         (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.
                         48. CLOSE SHOT - GEORGE
                         He stares out of the window and is suddenly 
                         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.
                         We're heading down! We're going to land!
                         Everyone looks out. George rushes to 
                         Conway and nudges him.
                         Bob, we're landing!
                         (pointing out)
                         Bob, we're coming to a village!
                         Conway sits up and looks out.
                         ? 489 ?
                         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
                         55. 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 
                         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.
                         What are these people?
                         I don't know. I can't get the dialect.
                         ? 490 ?
                         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.
                         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.
                         Imagine having all that fuel there, 
                         waiting for us!
                         (he sits down)
                         George, something tells me our journey 
                         is just beginning.
                         Where are we going? Huh?
                         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 
                         DISSOLVE TO:
                         INSERT: A sign reading "Shanghai Municipal 
                         INT. AIRPORT
                         66. MEDIUM CLOSE SHOT
                         A Chinese officer is on the phone.
                         CHINESE OFFICER
                         A Douglas plane[6] 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.
                         ? 491 ?
                         INT. FOREIGN OFFICE
                         67. CLOSE SHOT
                         Of a high official of the British Foreign 
                         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.
                         Good morning, etc.
                         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?
                         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.
                         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.
                         ? 492 ?
                         70. MED. SHOT
                         To include George, Conway and Lovett.
                         What do you make of it, Bob? You must 
                         have some idea?
                         Conway shrugs.
                         Huh? I give it up. But this not knowing 
                         where you're going is exciting anyway.
                         Well, Mr. Conway, for a man who is supposed 
                         to be a leader, your do-nothing attitude 
                         is very disappointing.
                         What do you want him to do?
                         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 
                         EXT. MOUNTAINOUS COUNTRY
                         71. Showing the plane high over mountain 
                         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 
                         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.
                         ? 493 ?
                         Oh George, come on.
                         (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 
                         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.
                         Oh! Oh! I can't stand it any longer!
                         She jumps up and moves about frantically.
                         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.
                         Take it easy, sister.
                         Unexpectedly the cockpit panel opens, 
                         and the pilot tosses something out in 
                         Gloria's direction.
                         (grabbing for it)
                         It's oxygen!
                         (he rigs it up for her)
                         Now take it with your teeth. That's 
                         right - bite.
                         Let me alone.
                         Now, now. Come on now. That's right. 
                         Now, bite.
                         She resumes her sobbing quietly.
                         ? 494 ?
                         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.
                         (breaking the silence)
                         What's that! What's happening?
                         (immediately on his feet)
                         He must have run out of fuel.
                         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 
                         INTERIOR PLANE
                         84. MEDIUM SHOT
                         They are all silent - waiting prayerfully. 
                         Conway turns to the others - his voice 
                         electric with authority.
                         George - everybody - better get back 
                         towards the tail! He may nose her over. 
                         Into the corner, quick! George - cushions, 
                         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.
                         ? 495 ?
                         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.
                         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.
                         90. 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.
                         91. 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.
                         What is it? Has he fainted?
                         It looks like it.
                         Smell those fumes?
                         Conway hops up beside the pilot. George 
                         follows suit.
                         (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.
                         ? 496 ?
                         He's dead.
                         George stares unbelievingly.
                         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.
                         What is it?
                         See that spot?
                         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.
                         (afraid to ask)
                         What's it mean?
                         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.
                         George, our chances of getting out of 
                         this are pretty slim. But it's up to 
                         (a nod toward cabin)
                         We can't have three hysterical people 
                         on our hands.
                         He enters the cabin through the cockpit.
                         ? 497 ?
                         INT. CABIN OF PLANE
                         94. MEDIUM SHOT
                         As Conway enters, he is met by a volley 
                         of questions.
                         What do you say? What'd you find out?
                         (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.
                         Dead? How did it happen?
                         Probably a heart attack.
                         What are we going to do?
                         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.
                         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.
                         Why don't you tell them the truth?
                         97. FULL SHOT
                         They all wheel around and face 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.
                         ? 498 ?
                         Well, that's perfect! Just perfect! 
                         What a kick I'm going to get out of 
                         She emits another outburst of semi-hysterical 
                         98. CLOSE SHOT - GROUP
                         Favoring Gloria. The bitterness of a 
                         lifetime in her voice.
                         (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.[7] 
                         I haven't got a thing to lose—
                         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 
                         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 
                         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.
                         They've been gone for three hours.
                         The others appear disinterested in this 
                         Left us here to rot. That's what they've 
                         done. Heroes of the newspapers!
                         All right, all right. Keep quiet.
                         Lovett sees something through the window.
                         ? 499 ?
                         EXTERIOR OF PLANE
                         104. MEDIUM SHOT - THROUGH WINDOW OF 
                         George and Conway are seen walking briskly 
                         toward the plane, their few clothes 
                         a scant protection against the biting 
                         INTERIOR PLANE
                         105. FULL SHOT
                         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.
                         Hello, everybody.
                         He holds out his hat which he has been 
                         carrying, bottom side up.
                         Well, we found some food.
                         Barnard and Lovett rush to him.
                         No chance of our starving now.
                         When they see the contents of his hat, 
                         their faces fall.
                         What is it?
                         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:
                         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?
                         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.
                         106. 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.
                         ? 500 ?
                         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.
                         107. 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
                         You haven't got a Chinaman's chance[8] 
                         of getting out of this country alive, 
                         and you know it.
                         Conway stares at her blankly.
                         Cave, eh? Where?
                         Over by that hill.
                         Barnard peers out the plane window.
                         Hey - look!
                         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.
                         (looking around)
                         Where are they? Do you see them?
                         Do you think they're cannibals?
                         ? 501 ?
                         EXTERIOR OF PLANE
                         112. MEDIUM SHOT
                         Where George, Lovett and Barnard wait, 
                         a trifle awe-stricken. Conway joins 
                         them. Gloria has stayed inside.
                         113. 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.
                         114. 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.
                         I am from a nearby Lamasery.
                         (holding out his hand)
                         My name is Chang.
                         115. MEDIUM SHOT
                         George, Barnard and Lovett.
                         Why, he's speaking English.
                         (shaking hands)
                         And mine's Conway.
                         How do you do?
                         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 travelling 
                         in the opposite direction—
                         At the mercy of a mad pilot.
                         We'd be eternally grateful if you—
                         Where is your mad pilot?
                         He must have had a heart attack, or 
                         perhaps the fumes. When the plane landed 
                         he was dead.
                         We were just going to bury him when 
                         you came along.
                         ? 502 ?
                         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.
                         (when Chang is through)
                         So, if you will be good enough to direct 
                         us to your Lamasery—
                         116. MED. CLOSE SHOT - GROUP
                         Favoring Chang.
                         I shall consider it an honor to accompany 
                         you and your friends.
                         He issues a command to his men and turns 
                         to Conway.
                         You will need suitable clothes for the 
                         journey. It is not particularly far, 
                         but quite difficult.
                         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.
                         118. 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
                         119. 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 
                         As they cling against the rocky sides 
                         and glance apprehensively down into 
                         the abyss below.
                         121. 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.
                         ? 503 ?
                         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 
                         123. SERIES OF SHOTS
                         As the snake-like line approaches a 
                         narrow, treacherous footbridge and makes 
                         a slow, difficult crossing in heavy 
                         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.
                         124. 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.
                         126. MED. CLOSE SHOT
                         As Chang approaches Conway.
                         Welcome to Shangri-La.
                         EXT. MOUNTAIN TOP
                         127. 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.
                         (a wave of his hand)
                         You see, we are sheltered by mountains 
                         on every side. A strange phenomena for 
                         which we are very grateful.
                         ? 504 ?
                         DISSOLVE TO:
                         EXT. A GARDEN
                         128. 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.
                         It's magic!
                         130. CLOSER SHOT
                         On the group, as they look around and 
                         feast their eyes on the grandeur of 
                         the place.
                         131. 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.
                         133. CLOSE SHOT - CONWAY
                         As he returns her gaze, impressed by 
                         her beauty.
                         GEORGE'S VOICE
                         Come along, Bob. Coming, Bob?
                         134. CLOSE SHOT - CONWAY
                         His eyes still on the girl above. He 
                         starts up the steps, staring at her, 
                         then stumbles.
                         135. CLOSE SHOT - THE GIRL
                         Laughing at his embarrassment.
                         136. 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
                         138. 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.
                         Mr. Barnard, I do not like this place. 
                         I definitely do not like this place.
                         ? 505 ?
                         Will you stop squawking!
                         Look at me. Look at what they gave me 
                         to wear.
                         You never looked better in your life. 
                         As soon as our clothes are cleaned, 
                         they're going to give them back to us, 
                         They have reached the doorway of the 
                         dining room and halt. Two servants bow 
                         and scrape and lead them in.
                         Something tells me this means food. 
                         Come on!
                         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.
                         (taking in the food)
                         Yeah? If this be execution, lead me 
                         to it.
                         That's what they do with cattle just 
                         before the slaughter. Fatten them.
                         Uh-huh. You're a scream, Lovey.
                         Please don't call me Lovey.
                         At this moment Conway and George enter.
                         That was refreshing! Oh, ho - the food 
                         looks good!
                         He takes something off the table and 
                         nibbles at it.
                         Some layout they got here. Did you get 
                         a load of the rooms? You couldn't do 
                         better at the Ritz.
                         All the conveniences for the condemned, 
                         if you ask me.
                         Conway looks at him and smiles.
                         Don't mind Lovey. He's got the misery.
                         Mr. Conway, I don't like this place. 
                         I don't like it. It's too mysterious.
                         ? 506 ?
                         It's better than freezing to death down 
                         below, isn't it?
                         I'll say.
                         INT. GLORIA'S ROOM[ 9]
                         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.
                         141. 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.
                         Is there something I can do for you?
                         Gloria wheels around and glares at him.
                         What do you want?
                         I've offered you some warm broth. I 
                         thought perhaps-
                         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.
                         Please calm yourself. You'll soon be 
                         well if you do.
                         (through fits of coughing)
                         I don't need any advice from you! Get 
                         me a doctor!
                         ? 507 ?
                         I'm sorry, but we have no doctors here.
                         (looks up quickly)
                         No doctors?
                         That's fine. That's just fine.
                         Please let me help you.
                         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!
                         You shouldn't be looking at the bottom 
                         of the mountain. Why don't you try looking 
                         up at the top sometimes?
                         (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.
                         (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.
                         Good evening. Good evening, my friends. 
                         Oh no, no, no, please sit down. I hope 
                         you found everything satisfactory.
                         BARNARD & CONWAY
                         Swell. Excellent.
                         (sees that no one has started)
                         You shouldn't have waited for me.
                         Where's the girl? Miss Stone.
                         ? 508 ?
                         She's remaining in her room. She isn't 
                         feeling very well.
                         (to others)
                         Now please go on without me. I eat very 
                         146. MEDIUM SHOT
                         Shooting down the long table toward 
                         Chang. He sits up straight - studying 
                         them - as the others bend over their 
                         DISSOLVE TO:
                         INT. DINING ROOM
                         147. MEDIUM SHOT
                         The meal is over. Conway sips from a 
                         wine glass.
                         Well, there's certainly nothing wrong 
                         with that meal!
                         Thank you.
                         And the wine - excellent.
                         I'm glad you like it. It's made right 
                         here in the valley.
                         Now that dinner is over, if you'll excuse 
                         us, we're very anxious to discuss ways 
                         and means of getting back home.
                         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.
                         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.
                         Not even a radio?
                         It's always been a source of deep regret, 
                         but the mountains surrounding us have 
                         made reception almost impossible.
                         ? 509 ?
                         In that event, we better make arrangements 
                         to get some porters immediately. Some 
                         means to get us back to civilization.
                         Are you so certain you are away from 
                         As far away as I ever want to be.
                         Oh, dear.
                         Of course, the porters will be very 
                         well paid - that is, within reason.
                         I'm afraid that wouldn't help. You see, 
                         we have no porters here.
                         No porters here!!
                         What about those men we met this morning?
                         Yes. Those are our own people. They 
                         never venture beyond the point where 
                         you were met this morning. It is much 
                         too hazardous.
                         148. 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.
                         How do you account for all this? Who 
                         brought it in?
                         149. FULL SHOT
                         They all turn to Chang expectantly.
                         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.
                         How can we get in touch with them?
                         ? 510 ?
                         In that respect, you are exceedingly 
                         fortunate. We are expecting a shipment 
                         from them almost any time now—
                         What exactly do you mean by "almost 
                         any time now"?
                         Well, we've been expecting this particular 
                         shipment for the past two years.
                         Two years!?
                         Barnard and Lovett look shocked. George 
                         starts to say something, but the words 
                         choke in his throat.
                         But I can assure you, gentlemen, if 
                         there is a prolonged delay, Shangri-La 
                         will endeavor to make your stay as pleasant 
                         as possible.
                         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.
                         Good night, Mr. Conway.
                         Conway, a little surprised at the distinction 
                         in his behalf, nods.
                         Good night, sir.
                         Chang exits. There is a hushed silence 
                         following Chang's departure.
                         That's what I mean - mysterious. Mr. 
                         Conway, I don't like that man. He's 
                         too vague.
                         We didn't get much information out of 
                         him, did we Bob?
                         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 
                         ? 511 ?
                         150. MEDIUM SHOT
                         As Conway crosses to a balcony door.
                         That's what I say. What do you say to 
                         a rubber of bridge? I saw some cards 
                         in the other room.
                         Not for me, thanks. No, I'm too weary.
                         He disappears onto the balcony. George 
                         watches him go.
                         (slightly effeminate)
                         How about you Lovey? Come on. Let's 
                         you and I play a game of honeymoon bridge.
                         I'm thinking.
                         Thinking? What about some double solitaire?
                         As a matter of fact, I'm very good at 
                         double solitaire.
                         No kidding?
                         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.
                         Hello, George.
                         (looking out)
                         (lights the cigarette - after a pause)
                         I suppose all this comes under the heading 
                         of adventure.
                         We've had plenty of it the last few 
                         ? 512 ?
                         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.
                         Oh, I'm feeling far too peaceful to 
                         be concerned about anything.
                         I think I'm going to like it here.
                         You talk as though you intend on staying.
                         (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 
                         What are you talking about?
                         (back to earth)
                         I don't know.
                         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.
                         Don't you ever want to see what's on 
                         the other side of the hill?
                         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 
                         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 
                         What do you mean if we should get out?
                         Did I say "if"?
                         ? 513 ?
                         That's what you said.
                         Well - I mean—
                         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
                         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?
                         (catching on)
                         Chang's first question was about the 
                         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?
                         That's what's on the other side of the 
                         FADE OUT:
                         FADE IN
                         EXT. OF VALLEY - DAY
                         154. LONG SHOT FROM A TOWER ROOM
                         Shooting over shoulders of two men in 
                         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.
                         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 
                         Who and what is Shangri-La? You?
                         Goodness, no!
                         So there are others?
                         ? 514 ?
                         Oh, yes.
                         Who, for instance?
                         In time you will meet them all.
                         155. CLOSE SHOT - THE TWO - FAVORING 
                         He watches Chang's face searchingly, 
                         then smiles.
                         For a man who talks a great deal, it's 
                         amazing how unenlightening you can be.
                         There are some things, my dear Conway, 
                         I deeply regret I may not discuss.
                         You know, that's the fourth time you've 
                         said that today. You should have a record 
                         made of it.
                         Shall we go inside? I should so like 
                         to show you some of our rare treasures.
                         INT. A TOWER
                         156. 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.
                         160. CLOSE SHOT - GEORGE
                         He opens a book and glances at its contents.
                         161. MED. SHOT TO INCLUDE BOTH
                         Maria surveys his back appraisingly.
                         Good afternoon.
                         George wheels around, startled, and 
                         stares at her intently.
                         ? 515 ?
                         (starts backing out)
                         Excuse me–
                         Please don't go.
                         George hesitates at door.
                         Tea will be served any moment.
                         162. CLOSE SHOT - GEORGE
                         He watches her with grave speculation 
                         for a long moment, then slowly moves 
                         toward her.
                         (a winning smile)
                         Won't you come in?
                         George still maintains a serious mien, 
                         as their eyes meet.
                         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.
                         By the way, what religion do you follow 
                         We follow many.
                         A look of surprise spreads over Conway's 
                         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.
                         165. CLOSER SHOT - THE TWO
                         That's intelligent.
                         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.
                         ? 516 ?
                         How about law and order? You have no 
                         soldiers or police?
                         Oh, good heavens, no!
                         How do you deal with incorrigibles? 
                         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.
                         You have no disputes over women?
                         Only very rarely. You see, it would 
                         not be considered good manners to take 
                         a woman that another man wanted.
                         Suppose somebody wanted her so badly 
                         that he didn't give a hang if it was 
                         good manners or not?
                         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 
                         That's very convenient. I think I'd 
                         like that.
                         You'd be surprised, my dear Conway, 
                         how a little courtesy all around helps 
                         to smooth out the most complicated problems.
                         167. 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.
                         169. CLOSE SHOT - CHANG
                         He realizes Conway did not follow him 
                         and turns. When he sees Conway, his 
                         face clouds - and he starts toward him.
                         170. CLOSE SHOT AT DOOR
                         Conway watches someone through door 
                         with grave interest. Chang enters scene 
                         and follows his gaze.
                         ? 517 ?
                         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.
                         172. 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.
                         174. CLOSE SHOT AT DOORWAY
                         Chang quickly takes Conway by the arm.
                         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.
                         Some man had better get ready to be 
                         very courteous to me.
                         175. CLOSEUP - 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
                         But Mr. Chang, all these things - books, 
                         instruments, sculpture - do you mean 
                         to say they were all brought in over 
                         those mountains by porters?
                         They were.
                         Well, it must have taken–
                         Centuries! Where did you get the money 
                         to pay for all those treasures?
                         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.
                         ? 518 ?
                         INT. A ROOM
                         177. 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 
                         That would suit me perfectly. I'm always 
                         broke. How did you pay for them?
                         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 . . .
                         —buy and sell?
                         Buy and - sell? No, no, pardon me, exchange 
                         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?
                         That, my dear Conway, is the story of 
                         a remarkable man.
                         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 
                         When was all this?
                         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.
                         He amputated his own leg?
                         ? 519 ?
                         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 
                         Well, they didn't actually mean that.
                         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.
                         Well, is it?
                         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?
                         108 and still active?
                         You're startled?
                         Oh, no. Just a little bowled over, that's 
                         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 
                         Very often.
                         And very true. Your lives are therefore, 
                         as a rule, shorter, not so much by natural 
                         death as by indirect suicide.
                         (after a pause)
                         That's all very fine if it works out. 
                         A little amazing, of course.
                         ? 520 ?
                         Why, Mr. Conway, you surprise me!
                         I surprise you? Now that's news.
                         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?
                         Mr. Chang, if you don't mind, I think 
                         I'll go on being amazed - in moderation, 
                         of course.
                         Then everything is quite all right, 
                         isn't it?
                         They exit scene together.
                         EXT. GARDEN[10]
                         178. 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.
                         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!
                         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.
                         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 
                         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.
                         ? 521 ?
                         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.
                         Good morning!
                         Good morning, Mr. Conway!
                         Oh, you speak English, do you?
                         Yes, sir.
                         ONE OF THE MEN
                         Would you like to take a ride, Mr. 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.
                         (instantly changing his mind)
                         Well, I think I will take that ride!
                         181. 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 
                         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.
                         ? 522 ?
                         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.
                         186. CLOSEUP - CONWAY
                         As he smiles - amused and interested.
                         DISSOLVE TO:
                         187. 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.
                         188. CLOSEUP - SONDRA
                         As she shakes her shimmering hair.
                         189. MEDIUM SHOT - CONWAY
                         He has caught up to her tethered horse 
                         and is skulking around trying to find 
                         out where she is.
                         190. CLOSE SHOT - A SQUIRREL
                         A squirrel, near to Sondra, chatters 
                         191. 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.
                         192. 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.
                         193. 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.
                         195. MED. SHOT AT TABLE
                         Lovett and Barnard. Barnard nibbles 
                         at something.
                         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.
                         ? 523 ?
                         (forces a smile)
                         You seem gay. Did you find out anything?
                         197. CLOSE TRUCKING SHOT WITH THEM
                         As they walk back toward dining room 
                         Well - I heard that if you want a man's 
                         wife, she's yours, if he's got any manners.
                         Nothing about the porters yet?
                         Good heavens, Bob, we've been here two 
                         weeks and we haven't found out a thing.
                         Well, we haven't been murdered in our 
                         beds yet, George, have we?
                         I'm afraid the porters are just a myth.
                         I guess we never will know why we're 
                         here, or how long we're going to be 
                         held prisoners.
                         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:
                         Hey, hurry up, you slow-pokes - I'm 
                         (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.
                         Good evening.
                         The men greet her, all rising.
                         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.
                         ? 524 ?
                         Hey, what's happened to you?
                         Nothing. Why?
                         Why, you look beautiful.
                         That's unkind. Doesn't Miss Stone always 
                         look beautiful?
                         199. MED. CLOSE SHOT AT TABLE
                         Featuring Gloria, Barnard and Conway.
                         I got it! It's your make-up. You've 
                         got none on.
                         Gloria busies herself with her soup, 
                         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.
                         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.
                         Have I?
                         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!
                         Yes. Unbosom yourself, Mr. Hyde.[11]
                         (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 
                         Lovett is halted in his tracks - soup 
                         spoon halfway up to his mouth.
                         Certainly not.
                         ? 525 ?
                         200. CLOSE SHOT - BARNARD
                         Believe me, it's no fun. When you fellas 
                         picked me up at Baskul, they'd been 
                         on my tail for a year.
                         The police?
                         (after another pause)
                         Did you ever hear of Chalmers Bryant?
                         CAMERA PULLS BACK to include the others. 
                         They look shocked.
                         (the first one to make the connection)
                         Chalmers Bryant!
                         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.
                         I knew it. I knew I had a reason for 
                         hating you! Sir, you're a thief.
                         He never stole anything from you , did 
                         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.
                         201. MED. SHOT - GROUP
                         Featuring Barnard.
                         That's too bad. I got a half million 
                         shares. My whole foundation! And now 
                         look at me!
                         A colossal nerve you have sitting there 
                         and talking about it so calmly - you, 
                         the swindler of thousands of people—
                         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[12] 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.
                         ? 526 ?
                         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.
                         (suddenly - hoarsely)
                         What do you mean - "when we get back"?
                         The sharpness of his voice startles 
                         the others.
                         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.
                         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.
                         Starts after him.
                         INT. CORRIDOR
                         203. MEDIUM SHOT
                         As George strides determinedly out into 
                         the hall, yelling.
                         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.
                         (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.
                         George, what do you think you're doing?
                         ? 527 ?
                         Let me go, Bob!
                         George pushes Conway away from him and 
                         starts down the corridor.
                         George, come back!
                         Chang! Chang! Chang!
                         George spies another servant.
                         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.
                         George, you idiot!
                         George reels for a moment and slumps 
                         to the floor.
                         204. CLOSE SHOT
                         As the others trail in.
                         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
                         205. 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.
                         Let me up! Let me up!
                         All right. Sorry, George.
                         George groans and turns away.
                         206. MED. SHOT TOWARD DOOR
                         On Barnard, Lovett and Gloria. Barnard 
                         wanders over to Conway, who appears 
                         lost in thought.
                         Say Conway, is it true about us being 
                         Conway shrugs.
                         ? 528 ?
                         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.
                         Mr. Chang!
                         Chang enters scene, beaming charmingly.
                         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.
                         Won't you sit down?
                         Chang sits, his placidity unchanged. 
                         Conway pulls up a chair in front of 
                         (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 
                         As Conway's voice continues, talking 
                         to Chang:
                         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 
                         209. MED. SHOT - GROUP
                         Conway still continuing:
                         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.
                         ? 529 ?
                         (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.
                         The High Lama wishes to see you, Mr. 
                         The High Lama! Who in blazes is he?!
                         Yeah. I though you ran this joint.
                         Mr. Chang - High Lamas or Low Lamas, 
                         do we get the porters?
                         The High Lama is the only one from whom 
                         any information can come.
                         Don't believe him, Bob. He's just trying 
                         to get out.
                         Sounds like a stall to me.
                         One moment. You say the High Lama is 
                         the only one who can give us any information?
                         The only one.
                         And he can arrange for the porters to 
                         take us back?
                         The High Lama arranges everything, Mr. 
                         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.
                         Better wait here until I get back. We'll 
                         soon know where we stand.
                         INT. CORRIDOR IN HIGH LAMA'S QUARTERS
                         210. MED. TRUCKING SHOT
                         With Conway and Chang. Chang walks in 
                         a high state of expectancy. Conway is 
                         grim. They climb a narrow spiral staircase.
                         ? 530 ?
                         211. 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[ 13]
                         212. MED. SHOT
                         As the doors swing shut. Conway turns 
                         and realizes Chang is no longer with 
                         213. 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 
                         215. CLOSE SHOT - CONWAY
                         He stares, motionless, at the eerie 
                         216. 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.
                         Are you the High Lama?
                         HIGH LAMA
                         217. 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.
                         ? 531 ?
                         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.
                         218. CLOSEUP - CONWAY
                         (awe and amazement)
                         It's astonishing - and incredible, but—
                         219. CLOSE SHOT - THE TWO
                         HIGH LAMA
                         What is it, my son?
                         You're the man Chang told me about! 
                         You're the first - who - two hundred 
                         years ago—
                         —you're still alive, Father Perrault!
                         HIGH LAMA
                         Sit down, my son.
                         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.
                         That I be brought here? Who had that 
                         brilliant idea?
                         HIGH LAMA
                         Sondra Bizet.
                         (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.
                         ? 532 ?
                         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.
                         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 
                         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.
                         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
                         ? 533 ?
                         and their music and a way of life based 
                         on one simple rule: Be Kind.
                         When that day comes, it is our hope 
                         that the brotherly love of Shangri-La 
                         will spread throughout the world.
                         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.
                         (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 
                         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.
                         We thought you were never coming back!
                         What'd you find out?
                         When do we leave?
                         Conway stares at them blankly.
                         What about the porters?
                         Didn't you find out anything about the 
                         ? 534 ?
                         Why - I'm sorry - but I—
                         He starts away from them, but they crowd 
                         around him.
                         What were you doing all this time?
                         You've been gone for hours.
                         For heaven's sake, Bob, what's the matter 
                         with you? You went out there for the 
                         purpose of—
                         George. George - do you mind? I'm sorry, 
                         but I can't talk about it tonight.
                         He leaves them.
                         EXT. GARDEN - NIGHT
                         223. 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. CLOSEUP - 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 
                         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.
                         228. 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.
                         ? 535 ?
                         229. 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 
                         231. 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.
                         233. 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.
                         234. CLOSE SHOT - CONWAY
                         He smiles also.
                         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.
                         This is Mr. Conway, children.
                         236. MED. SHOT
                         In unison the twenty children curtsey.
                         (all together - sing-song)
                         Good morning, Mr. Conway.
                         How do you do?
                         Very well, thank you.
                         Conway scrambles to his feet and does 
                         an exaggerated bow. Sondra laughs delightedly.
                         All right, children. We will now sing–
                         She lifts her baton and the thin, piping 
                         voices fill the air.
                         ? 536 ?
                         237. CLOSEUP - CONWAY
                         He lights a cigarette and, leaning against 
                         a tree, studies Sondra's face - impressed 
                         by her beauty.
                         238. CLOSEUP - 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.
                         Do you mind?
                         Conway snaps out of his reverie and 
                         jumps forward.
                         Not at all.
                         He takes the baton from her.
                         Thank you.
                         And, taking the child by the hand, she 
                         240. 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 
                         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.
                         242. MED. CLOSE TRUCKING SHOT
                         With Sondra as she returns with the 
                         child clinging to her. As she turns 
                         a bend, she looks up, surprised.
                         243. CLOSE SHOT - SONDRA
                         As she laughs heartily.
                         244. CLOSE SHOT - 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.
                         Oh, please. I hope you're not going 
                         to run away this time.
                         ? 537 ?
                         (extending her hand)
                         My name's Sondra.
                         I hope you'll forgive me for—
                         He hears curious, fluttering music coming 
                         from somewhere.
                         (looking around)
                         You know, each time I see you, I hear 
                         that music. What is it?
                         Oh, you mean my pigeons.
                         THE CAMERA SHOWS PIGEONS swirling overhead.
                         Sondra pulls a miniature flute from 
                         one of her pocket.
                         (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 
                         They exit scene.
                         INT. PIGEON HOUSE
                         246. 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.
                         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.
                         Was this your idea?
                         Yes. Hold this pigeon.
                         You suggested my being brought here, 
                         didn't you? What gave you the idea I'd 
                         fit in?
                         That was easy. I read your books.
                         Oh, you've read my books. You do more 
                         things! What have my books got to do 
                         with it?
                         I saw a man whose life was empty.
                         ? 538 ?
                         A man whose life was empty!
                         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.
                         As a matter of fact, all I saw was a 
                         little boy whistling in the dark.
                         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?
                         (after a pause)
                         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 
                         She laughs merrily and shakes his hand.
                         I really only brought you here to show 
                         you my pigeons!
                         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
                         247. MEDIUM TRUCKING SHOT
                         Sondra and Conway, walking. This spot 
                         is on top of a hill overlooking the 
                         splendor of the valley below.
                         248. CLOSER TRUCKING SHOT
                         They walk along silently for a few seconds, 
                         while Conway studies her face speculatively.
                         There are so many questions I'd like 
                         to ask you, I hardly know where to begin.
                         ? 539 ?
                         I'll help you. To begin with, you'd 
                         like to know what I'm doing here. Whether 
                         I was born here.
                         Thank you.
                         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.
                         Father Perrault! I envy you. I talked 
                         to him last night.
                         Yes, I know.
                         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.
                         (satisfying his obvious curiosity)
                         I'm thirty.
                         Oh, you're going to make life very simple.
                         249. MED. SHOT
                         As they arrive at a scenic overlook. 
                         It is getting toward dusk.
                         It's inconceivable.
                         What is?
                         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.
                         I'm sorry. I thought I was to be the 
                         light. But why do I confuse you? Am 
                         I so strange?
                         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.
                         I'm so glad.
                         ? 540 ?
                         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?
                         Perhaps because you've always been a 
                         part of Shangri-La without knowing it.
                         I wonder.
                         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.
                         Then it wouldn't be a garden spot for 
                         She laughs as they exit scene.
                         EXT. SOMEWHERE IN SHANGRI-LA[14]
                         250. TRUCKING SHOT
                         Barnard is bringing a reluctant Lovett 
                         along on an excursion into the Valley. 
                         They pass friendly natives and farmers 
                         at work.
                         I don't know why I associate with you, 
                         Mr. Barnard - or Mr. Chalmers Bryant 
                         - or Mr. Embezzler - or whatever your 
                         name may be.
                         Just call me Barney.
                         Barney? Why should I? Never! We have 
                         nothing in common. Hmmpf, Barney! What 
                         Okay, Lovey.
                         ? 541 ?
                         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!
                         They're very nice people - except that 
                         they've got horns.
                         (alarmed at first)
                         Barnard points to sheepherders with 
                         their long horns.
                         Yeah. You know.
                         Horns? What kind of horns?
                         Lovett sees his point, starts to chuckle, 
                         but still looks wary.
                         Here, here! Come on. They won't hurt 
                         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 
                         Okay, honey, all I want is a glass of 
                         wine! Thanks very much.
                         NATIVE GIRL
                         Please sit down.
                         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.
                         Mr. Barnard?
                         253. MEDIUM SHOT
                         Favoring Barnard as Lovett comes into 
                         Hey Lovey, come here! Lovey, I asked 
                         for a glass of wine and look what I 
                         got. Come on, sit down.
                         ? 542 ?
                         So that's where you are. I might of 
                         known it. No wonder you couldn't hear 
                         You were asked to have a glass of wine. 
                         Sit down!
                         And be poisoned out here in the open?
                         Certainly not!
                         NATIVE GIRL
                         (to Lovett)
                         For me, won't you please have a glass 
                         of wine?
                         I never drink wine in the daytime.
                         (as he is poured a glass anyway)
                         There you are!
                         (raising the glass to his lips)
                         This doesn't obligate me in any way.
                         NATIVE GIRL
                         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.
                         —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!
                         I'm going to sleep in my bed. Come on, 
                         They were in a quandary, and—
                         Come on, Lovey.
                         ? 543 ?
                         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?
                         In a quandary.
                         They all laugh.
                         I'm telling this story! I'm telling 
                         Yes, the poor little bears didn't know 
                         what to do, you see, because somebody 
                         had been sleeping in their bed.
                         A CHILD IN THE AUDIENCE
                         Who slept in their beds?
                         NATIVE GIRL
                         (the one who poured him a drink of wine— 
                         Who was it, Lovey?
                         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:
                         APRIL 4TH
                         24TH 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:
                         —OR TWO.
                         EXT. GARDEN - DAY
                         256. 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.
                         ? 544 ?
                         Hello, Maria.
                         He fumbles for a cigarette.
                         257. MED. CLOSE SHOT
                         (a little hurt)
                         You promised to come for tea yesterday. 
                         I waited for so long.
                         I'm sorry.
                         (chagrined to discover he has no cigarettes 
                         I haven't even got any cigarettes left!
                         I'll make some for you!
                         You will come today?
                         (after a pause)
                         Please say you will. The days are so 
                         very long and lonely without you.
                         (a whisper)
                         Please . . .
                         All right, I'll be there.
                         Thank you.
                         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!
                         258. CLOSEUP - 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
                         259. 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.
                         ? 545 ?
                         Beautiful! I'm waiting for the bump.
                         When the plane lands at Shangri-La and 
                         wakes us all up.
                         She gives him a pinch.
                         You see, it's not a dream.
                         You know, sometimes I think that it's 
                         the other that's the dream. The outside 
                         world. Have you never wanted to go there?
                         Goodness, no. From what you tell me 
                         about it, it certainly doesn't sound 
                         very attractive.
                         It's not so bad, really. Some phases 
                         are a little sordid, of course. That's 
                         only to be expected.
                         Oh, the usual reasons. A world full 
                         of people struggling for existence.
                         Struggling, why?
                         Well, everybody naturally wants to make 
                         a place for himself, accumulate a nest 
                         egg, and so on.
                         You know, if you keep on asking that, 
                         we're not going to get anywhere. And 
                         don't ask me why.
                         I was just going to.
                         It's the most annoying word in the English 
                         language. Did you ever hear a child 
                         torture his parent with it?
                         ? 546 ?
                         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.
                         (joining in)
                         Why, mother?
                         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.
                         Would you like to wring my little neck?
                         I'd love it!
                         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.
                         I'm sorry. I'm very sorry.
                         He hesitates, studying her intently.
                         260. CLOSE-UP
                         They kiss.
                         (when they break)
                         I've thought about it for years.
                         I knew you'd come. And I knew if you 
                         did - you'd never leave.
                         (a whisper)
                         Am I forgiven for sending for you?
                         (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 
                         ? 547 ?
                         They kiss again.
                         DISSOLVE TO:
                         INT. LIVING ROOM
                         261. MEDIUM SHOT
                         Chang is being visited by Lovett, who 
                         has lost his petrified manner.
                         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.
                         You may not know it, Mr. Chang, but 
                         right here you have Utopia.[15]
                         You've very kind Mr. Lovett.
                         262. CLOSE SHOT - THE TWO
                         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 
                         Oh, I'm so glad.
                         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 . . . "
                         Why, no.
                         "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."
                         Now, what would you like to do?
                         ? 548 ?
                         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.
                         Isn't it? Isn't it! You know I was a 
                         professor for twenty years? - and a 
                         very good one.
                         I'm sure you were. When would you like 
                         to start?
                         Oh, immediately.
                         (offering his handshake)
                         Then it's done.
                         Oh, thank you. Thank you!
                         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.
                         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.
                         Do you realize those poor people are 
                         still going to the well for water?
                         264. CLOSER SHOT - THE TWO
                         (a twinkle in his eye)
                         It's unbelievable.
                         Think of it! In times like these.
                         Say, what about that gold deal?
                         ? 549 ?
                         Gold. You were going to—
                         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.
                         So long. Don't you take any wooden nickels.
                         All right.
                         He disappears. We hear him whistling, 
                         something joyous. Probably "The Old 
                         Gray Mare Ain't What She Usta Be"—
                         265. CLOSEUP - CONWAY
                         As he watches Barnard go, pleased at 
                         the metamorphosis that's taking place 
                         in him. Suddenly he sees George and 
                         jumps up.
                         266. MED. LONG SHOT
                         From Conway's angle. George has just 
                         made his appearance.
                         George keeps on going and Conway runs 
                         toward him.
                         267. MED. CLOSE SHOT
                         As Conway catches up to George—and takes 
                         him by the arm.
                         George - you're behaving like a child. 
                         You haven't opened your mouth in two 
                         I don't see that there's anything to 
                         And releasing his arm, he leaves Conway 
                         268. CLOSEUP - 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.
                         ? 550 ?
                         I'm afraid that does it.
                         Conway looks up - aroused from his reverie. 
                         He glances over the board.
                         Yes. I'm afraid it does.
                         Shall we have another?
                         No thanks. Not tonight if you don't 
                         He crosses to a window and glances out. 
                         Chang looks up and sees Maria in doorway.
                         Come in, my dear.
                         270. CLOSE SHOT - MARIA
                         In doorway. She seems slightly embarrassed.
                         Sorry. I didn't mean to interrupt.
                         I thought Mr. Conway's brother was here. 
                         Excuse me.
                         She leaves.
                         271. CLOSE SHOT - CONWAY AND CHANG
                         Charming, isn't she?
                         Yes, charming.
                         Your brother seems quite fascinated 
                         by her.
                         Why not? She's an attractive young woman.
                         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.
                         (hands in the air)
                         Amazing! She still doesn't look over 
                         20. When is she likely to grow old in 
                         Not for years. Shangri-La will keep 
                         her youthful indefinitely.
                         Suppose she should leave it?
                         ? 551 ?
                         Leave Shangri-La! That's not likely. 
                         You couldn't drive her out.
                         No, I mean about her appearance. If 
                         she should leave the valley - what would 
                         Oh, she'd quickly revert in her appearance 
                         to her actual age.
                         (shaking his head)
                         It's weird.
                         (a pause)
                         Chang, how old are you?
                         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.
                         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.
                         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
                         Now, my dear boy. You shouldn't—
                         (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.
                         You must prevail upon him not to attempt 
                         the journey. He could never get through 
                         that country alive.
                         ? 552 ?
                         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.
                         Yes, of course, your brother is a problem. 
                         It was to be expected.
                         I knew you'd understand. That's why 
                         I came to you for help.
                         You must not look to me for help. Your 
                         brother is no longer my problem. He 
                         is now your problem, Conway.
                         Because, my son, I am placing in your 
                         hands the future and destiny of Shangri-La.
                         For I am going to die.
                         There is a pause during which Conway 
                         cannot conceal his amazement at this 
                         simple statement.
                         I knew my work was done when I first 
                         set eyes upon you.
                         275. CLOSEUP - CONWAY AND LAMA
                         Conway is too awed and impressed to 
                         utter a sound. The High Lama finally 
                         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.
                         Do you think this will come in my time?
                         ? 553 ?
                         276. 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 
                         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 
                         278. CLOSEUP - 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 
                         Look, honey. We run the pipes through 
                         here, and we connect with the main water 
                         line here.
                         Pipes? Where are you going to get pipes?
                         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.
                         ? 554 ?
                         There you are! Barnard, you'd better 
                         get your things together. We're leaving.
                         Yes. I've just been talking with the 
                         porters. They're going to take us. We've 
                         got clothing, food, everything. Come 
                         When are you going to start?
                         Right this very minute! The porters 
                         are waiting for us on the plateau. And 
                         that Chinaman thought he could stop 
                         me. Come along.
                         I think I'll stick around. I'll leave 
                         with the porters on their next trip.
                         You mean you don't want to go?
                         Well - I'm—
                         I see. You're afraid of going to jail, 
                         Well, no. You see, I got this plumbing 
                         All right! If you insist on being an 
                         idiot, I'm not going to waste time coaxing 
                         (to Gloria)
                         How about you?
                         Oh, no - you don't want to go yet, honey.
                         (before she can answer)
                         She'll stick around too.
                         (to Gloria)
                         Is that right?
                         If you want me to!
                         Sure - sure. Don't you worry. I'll take 
                         care of you.
                         All right, suit yourself. But just remember 
                         you had your chance.
                         ? 555 ?
                         As he starts out, Lovett enters.
                         How about you? Do you want to go?
                         Go? Where?
                         Home. Away from here. I've got porters 
                         to take us back.
                         281. CLOSE TWO SHOT - GEORGE AND LOVETT
                         Oh, my dear boy, I'm sorry. That's impossible. 
                         Why, I have my classes all started.
                         I don't care what you've got started. 
                         Do you want to go?
                         Well - no - I think I'd better wait. 
                         Yes, yes. I will. I'll wait.
                         (grumbling as he goes)
                         You'll wait till you rot!
                         (glowering after him)
                         (does a double-take)
                         Lovett immediately dismisses George 
                         from his mind and his face brightening, 
                         he starts toward Barnard and Gloria.
                         282. MED. CLOSE SHOT
                         As Lovett joins the two on the floor.
                         Hello, Gloria.
                         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—
                         That's swell, Lovey. I want to show 
                         you something. Look!
                         He proudly displays his map.
                         ? 556 ?
                         Oh my, isn't that pretty! What is it?
                         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 
                         284. LONG SHOT
                         Shooting over his shoulder.
                         Getting his view of the magisterial 
                         285. CLOSE SHOT
                         Conway, as he thoughtfully surveys the 
                         surroundings of which he has just become 
                         286. CLOSE SHOT - AT DOOR
                         George appears in the doorway. He looks 
                         around and espies Conway. For a moment 
                         he stands uncertainly, and finally enters.
                         287. MEDIUM SHOT
                         As Conway turns - and seeing him, evinces 
                         no emotion whatsoever.
                         (a murmur)
                         Hello, George.
                         George looks at him peculiarly. Conway's 
                         behavior is odd in view of their strained 
                         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.
                         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?
                         288. CLOSE SHOT - THE TWO
                         You can't leave, George.
                         ? 557 ?
                         Why not? What's going to stop me?
                         You mustn't. You've got to stay here 
                         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.
                         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.
                         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.
                         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!
                         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.
                          . . . 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.
                         (running his hand through his hair)
                         Well, I - I really don't know what to 
                         say. Except that you must be completely 
                         ? 558 ?
                         So you think I'm mad?
                         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.
                         So you think it's all nonsense, huh?
                         290. MED. SHOT - THE TWO
                         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?
                         I don't need any proof.
                         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.
                         Is that all my story meant to you?
                         What else could it mean to me? It's 
                         obviously a lot of bunk.
                         Then you'd better go, George. This is 
                         no place for you.
                         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?
                         Please, George. I don't want to talk 
                         about it anymore.
                         ? 559 ?
                         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.
                         I'm tired of owing you things. You're 
                         free to go. Go ahead.
                         It's that girl - that girl has twisted 
                         and turned—
                         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.
                         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.
                         (a murmur)
                         Oh, George . . .
                         Besides, I - I don't feel like making 
                         that trip alone, Bob.
                         George, you couldn't possibly stay here, 
                         could you?
                         I'd go mad!
                         (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.
                         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.
                         (after a long pause)
                         Well, I can't think of anything more 
                         to say. Goodbye, Bob.
                         They shake hands warmly. George turns 
                         to leave.
                         ? 560 ?
                         (just as George reaches the door)
                         George, are you sure of the porters? 
                         About their taking care of you, I mean?
                         (turning back)
                         Oh yes. It's all set. Maria made the 
                         (glances up - surprised)
                         Yes, the little Russian girl.
                         What's she got to do with it?
                         She's going with me.
                         Conway looks his extreme amazement.
                         (suddenly - wild)
                         George, you're crazy!
                         As he says this he jumps to his feet. 
                         George is startled by his tone and manner.
                         You can't take her away from here!
                         Why not?
                         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.
                         What do you mean - "fade away like an 
                         She came here in 1888!
                         291. CLOSE SHOT - THE TWO
                         Favoring George. He laughs hollowly. 
                         He runs his hand through his hair. He 
                         stares unbelievingly at Conway.
                         This would be funny - if it wasn't so 
                         pathetic. Why, she isn't a day over 
                         ? 561 ?
                         You're wrong, George.
                         I'm not wrong. She told me so. Besides, 
                         she wouldn't have to tell me. I'd know 
                         I found out a lot of things last night.
                         I'm not ashamed of it either. It's probably 
                         one of the few decent things that's 
                         ever happened in this hellish place.
                         292. MED. CLOSE SHOT - THE TWO
                         Conway stares at him.
                         So everyone is serenely happy in Shangri-La? 
                         Nobody would ever think of leaving?
                         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!
                         (doesn't want to believe it)
                         I don't believe it! I don't believe 
                         a word of it!
                         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.
                         Come in a minute.
                         After a few seconds Maria appears in 
                         the doorway and stands there timidly.
                         Come in.
                         She steps forward.
                         293. MED. SHOT - THE THREE
                         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.
                         ? 562 ?
                         (small, frightened voice)
                         You can't take me?
                         She rushes to George and throws her 
                         arms around him.
                         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.
                         It's all your fault! It was all arranged 
                         until he spoke to you! Why can't you 
                         leave us alone?
                         Do you mean to tell me you want to leave 
                         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 
                         I thought the porters had instructions 
                         from the High Lama not to take anyone.
                         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!
                         Father Perrault is dead.
                         He's dead? That's fine. You won't see 
                         me shedding any tears over him!
                         Oh George, you must take me with you!
                         Aren't you afraid to leave? You don't 
                         want to look like an old woman, do you?
                         Old woman? Chang told you that, didn't 
                         ? 563 ?
                         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 
                         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?
                         She was kidnapped and brought here two 
                         years ago just as we were, Bob.
                         I don't believe it! I can't believe 
                         it. She's lying.
                         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.
                         You're lying, aren't you?
                         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.
                         (dead voice)
                         You say the porters are waiting for 
                         The clothes?
                         Yes, everything!
                         What about the others?
                         ? 564 ?
                         I've already asked them. They're afraid 
                         to make the trip. We'll have to send 
                         an expedition back after them.
                         Come on! We're wasting time!
                         Conway dashes around and collects his 
                         Are you taking me?
                         Yes, of course. Certainly. Come on!
                         They start out the door and we . . .
                         DISSOLVE TO:
                         EXT. IN THE GARDEN
                         294. 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.
                         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.
                         We'll have them breathless when they 
                         hear our story.
                         While he speaks, Conway turns his head 
                         around, looking for a glimpse of Sondra.
                         296. 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.
                         298. THREE SHOT (MOVING)
                         Conway, George and Maria. George glances 
                         up at Conway.
                         ? 565 ?
                         (sincerely - grinning)
                         Lucky thing for me you snapped out of 
                         it, too. You saved my life. I never 
                         could have made it alone.
                         What was that?
                         I was saying—
                         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.
                         300. MED. CLOSE SHOT
                         Sondra and Chang.
                         What's happened? Where's Bob?
                         He's going, my child.
                         But he will return.
                         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 
                         301. TRUCKING CLOSEUP - SONDRA
                         As she runs, calling out Conway's name 
                         and weeping.
                         302. A 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.
                         303. CLOSEUP - 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.
                         ? 566 ?
                         DISSOLVE TO:
                         305. A 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:
                         311. 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.
                         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.
                         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.
                         ? 567 ?
                         313. MED. SHOT - THE THREE
                         Bob, can't you get them to wait for 
                         us? They're leaving us farther behind 
                         every day.
                         There's nothing that would suit them 
                         better than to lose us, but we must 
                         go on.
                         (to Maria - gently)
                         Come on.
                         No, I can't! I can't! You've got to 
                         let me rest! You've got to let me rest!
                         (calling out to the porters)
                         314. MED. SHOT
                         Of the porters, still laughing. The 
                         lead porter whips out a gun and fires 
                         at them for sport.
                         315. MED. SHOT - THE THREE
                         They are in no danger. The porters are 
                         too far off.
                         Target practice again! One of these 
                         days they're going to hit us.
                         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.
                         317. MED. SHOT - THE THREE
                         Looking up, they see an avalanche beginning.
                         318. A SERIES OF SHOTS
                         Of the avalanche, picking up strength 
                         and fury as it crashes downhill, sweeping 
                         over the porters and crushing them to 
                         319. CLOSE SHOT - THE THREE
                         An immense silence comes over them. 
                         Conway and George can only stare, dazed 
                         and frightened. The only sound is Maria, 
                         DISSOLVE TO:
                         320. MEDIUM SHOT - DAY
                         A scene in which Conway carries the 
                         girl on his back. George walks behind. 
                         The wind continues to howl.
                         ? 568 ?
                         321. CLOSEUP - GEORGE
                         Staring at the girl's face as it hangs 
                         over Conway's back. Suddenly, his eyes 
                         322. CLOSEUP - MARIA
                         A distorted view of her. Youth and beauty 
                         seem to be vanishing.
                         323. CLOSEUP - GEORGE
                         His eyes are glued on her.
                         (a frightened whisper)
                         Bob! Bob! Look at her face, Bob! Her 
                         face! Look at her face!
                         DISSOLVE TO:
                         324. 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.
                         326. 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.
                         327. 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.
                         George! George!
                         328. A 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:
                         330. A SERIES OF SHOTS
                         As Conway soldiers on, alone, through 
                         howling wind and snow.
                         DISSOLVE TO:
                         331. 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.
                         ? 569 ?
                         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 
                         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.
                         335. MEDIUM LONG SHOT
                         Conway's body from their angle.
                         DISSOLVE TO:
                         336. A 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
                         337. 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 
                         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 
                         INT. OFFICE OF ASSISTANT
                         339. FULL SHOT
                         As the clerk enters, full of excitement.
                         Cable from Gainsford.
                         ASSISTANT SECRETARY
                         Oh, read it!
                         ? 570 ?
                         "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, 
                         ONE OF THE OTHERS IN THE ROOM
                         Loss of memory?
                         ASSISTANT SECRETARY
                         All right, give it to the press.
                         All of it?
                         ASSISTANT SECRETARY
                         Yes. Might as well - all of it.
                         Yes, sir.
                         ASSISTANT SECRETARY
                         I'll dispatch a convoy to meet him.
                         340. A 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.
                         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."
                         342. A SERIES OF SHOTS
                         More newspaper headlines indicating 
                         Gainsford has abandoned his pursuit 
                         of Conway and returned to London.
                         ? 571 ?
                         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.
                         344. MED. SHOT IN A BOOTH
                         Several men are seated.
                         (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.
                         Well, it's good to see you back, Lord 
                         Gainsford! Thought you were never coming.
                         Will you have a drink? Sit down.
                         347. MED. CLOSE SHOT AT TABLE
                         As Gainsford shakes hands with them, 
                         and sits down.
                         Yes. Scotch and soda. I'm parched.
                         Here you are, ready and waiting.
                         He pushes on in front of him.
                         We're most eager to know what you've 
                         Any news of Conway?
                         Where is he?
                         Did you bring him back?
                         All this is said as Gainsford drains 
                         his glass.
                         (setting glass down)
                         Gentlemen, you see before you a very 
                         weary old man, who has just ended a 
                         chase that lasted nearly ten months.
                         Do you mean to tell me you never caught 
                         up with him?
                         ? 572 ?
                         Since that night that he jumped off 
                         the ship until two weeks ago, I've been 
                         missing him by inches.
                         You don't mean it!
                         Think of it!
                         He was as determined as that to get 
                         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.
                         348. CLOSE GROUP SHOT
                         Favoring the other men, as 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.
                         349. MED. CLOSE GROUP SHOT
                         Gainsford still continues.
                         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 
                         ? 573 ?
                         Think of it!
                         By jove, that's what I call fortitude!
                         Tell me something, Gainsford. What do 
                         you think of his talk about Shangri-La? 
                         Do you believe it?
                         (thinks a moment)
                         Yes - yes, I believe it.
                         I believe it, because I want to believe 
                         They all watch his face, impressed by 
                         his tone.
                         350. CLOSE SHOT - GAINSFORD
                         As he lifts his glass.
                         Gentlemen, I give you a toast. Here 
                         is my hope that Robert Conway will find 
                         his Shangri-La!
                         351. CLOSE GROUP SHOT
                         They all raise their glasses.
                         Here is my hope that we all find our 
                         They are all impressed by the sincerity 
                         in his voice - and as their glasses 
                         come together - CAMERA MOVES UP TO A 
                         CLOSEUP OF THEM - and as the music starts 
                         - the picture
                         DISSOLVES TO:
                         EXT. SOMEWHERE IN TIBET - NIGHT
                         352. CLOSEUP
                         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:
                         354. 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[16]
                         FADE OUT.
                         THE END

Lost Horizon

Writers :   James Hilton  Robert Riskin
Genres :   Adventure  Fantasy  Sci-Fi  Drama  Mystery

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