"In writing fiction, the more fantastic the tale, the plainer the prose should be. Don't ask your readers to admire your words when you want them to believe your story." - Ben Bova [ more quotes ]

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
Shangri-La.

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

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

The second page reads:

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

The third page reads:

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

The fourth page reads:

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

The fifth and final page reads:

Baskul - the night of March 10, 1935.


DISSOLVE TO:

EXT. BASKUL FLYING FIELD - NIGHT

1. LONG SHOT

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

2. REVERSE SHOT

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

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 ?

PILOT

Conway, we can't take more than seven!


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

CONWAY

(to passenger)

All right. I'm sorry. There will be
another plane in a minute. All right
- go on.

5. LONG SHOT

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

INT. LARGE OFFICE ROOM

6. FULL SHOT

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

AD-LIB

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

CONWAY

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

He crosses to a back room.

GEORGE

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

INT. RADIO ROOM

7. MEDIUM SHOT

As Conway enters to speak to operator.


RADIO OPERATOR

Yes, sir - with seven passengers aboard.


RADIO SPEAKER

Seven passengers? Good.

CONWAY

Get me Shanghai.

OPERATOR

I'm talking to them now, sir.

CONWAY

Hello? Hello?

RADIO SPEAKER

Hello. Hello.

CONWAY

(into mike)

Conway speaking. Is Colonel Marsh there?


? 473 ?

COLONEL'S VOICE

Right here, Conway. Go ahead.

8. CLOSE SHOT

As Conway continues into mike.

CONWAY

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


COLONEL'S VOICE

We sent everything we could find, Conway.


CONWAY

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

9. WIDER ANGLE

As George rushes in.

GEORGE

Bob! I think I hear motors!

CONWAY

(listening - then into mike)

Colonel, wait a minute, they may be
here now!

(to George)

Say George, get down on that field and
guide those planes in when they get
here.

GEORGE

Yes.

He starts for the door.

CONWAY

And be sure that none of the natives
get in.

GEORGE

(exiting)

Yes.

CONWAY

Hello? Colonel?

COLONEL'S VOICE

Hello, Conway. Yes?

CONWAY

Thanks - and take care of that liver
of yours.

COLONEL'S VOICE

Oh, ho - my word!

INT. OFFICE ROOM

10. FULL SHOT

As Conway enters.

CONWAY

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

The people crowd around him pleading
for priority.

? 474 ?

CONWAY

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

A woman pushes some children forward.


CONWAY

Where's the mother?

PRIEST

(standing nearby)

They're orphans, Mr. Conway.

CONWAY

I see. All right.

(directing people aside - pulling out
an old lady)

Well, you come - right over here - and
you, and you—

(looking off scene)

—come on—

OLD MAN

What about us, Mr. Conway?

CONWAY

Gentlemen, please wait your turn.

11. CLOSE SHOT

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


GLORIA

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

12. CLOSE SHOT - CONWAY

Something of a smile crosses his face.


CONWAY

Just as you say!

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

13. FULL SHOT

All the lights go out. Everybody starts
screaming.

CONWAY

(sharply)

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

He dashes out.

EXT. OFFICE BUILDING

14. CLOSE SHOT AT DOOR

Conway rushing out, meets George coming
back.

GEORGE

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


? 475 ?

CONWAY

(thinking fast)

Come on! We'll burn the hangar. That
will make light for them!

He grabs a lantern and dashes off.


15. MEDIUM SHOT

As they run through the screaming mob
toward the hangar.

INTERIOR HANGAR

16. FULL SHOT

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

EXTERIOR FIELD

17. LONG SHOT

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

DISSOLVE TO:

18. LONG SHOT

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


19. MEDIUM SHOT

Of Conway, signalling.

CONWAY

All right, go ahead!

(to George)

We go on to the next plane. Bring out
any people that are left.

GEORGE

Right, Bob.

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.


CONWAY

Hello, Fenner.

FENNER

(broad grin)

Hello, Conway. Having a little trouble?


? 476 ?

CONWAY

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

George is pushing off Chinese.

GEORGE

Bob, these are all that are left.

CONWAY

(to George)

Come on! Quick! This way.

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:

MAN

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

We meet Alexander P. Lovett.

24. MEDIUM SHOT

Conway looks his surprise and lifts
him off the ground.

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.

GEORGE

Look out, Bob!

27. MEDIUM SHOT

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

28. MEDIUM SHOT

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

CONWAY

(yells off)

All right, Fenner! Go ahead!

? 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
cries:

CONWAY

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

They all fall on their faces.

GEORGE

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,
warily.

CONWAY

(mumbling)

Well, I guess we're out of range.

(to others)

Everybody all right?

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


GEORGE

Whew! That was close.

34. MEDIUM SHOT

Conway starts for the back seat and
suddenly sees Lovett.

CONWAY

Where did you come from?

LOVETT

I'm Alexander P. Lovett, sir.

CONWAY

Why aren't you registered through our
office?

? 478 ?

GEORGE

(chiming in)

It would serve you right if you were
left behind.

LOVETT

(high-pitched voice)

How could I know that a war was going
to break out right over my head!

(a grave injustice)

Right over my head. Oh, my word! I tell
you, those Chinese were pouncing on
me from every direction. I had to get
into these ridiculous clothes in order
to escape.

CONWAY

Where were you hiding?

LOVETT

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

CONWAY

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

GEORGE

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

CONWAY

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

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

35. MED. CLOSE SHOT - THE TWO

Barnard and Lovett.

BARNARD

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

LOVETT

Fossils.

BARNARD

Fossils, huh?

LOVETT

I'm a paleontologist.

BARNARD

(blankly)

A what?

LOVETT

A paleontologist.

? 479 ?

BARNARD

Oh, I see.

Lovett produces a small box clutched
under his arm.

LOVETT

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

BARNARD

Well, what do you know about that!


LOVETT

Found in Asia!

BARNARD

Uh-huh.

LOVETT

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

BARNARD

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

LOVETT

(proudly)

Not at all.

He lifts the lid and Barnard peeks inside.


INSERT: OF BOX

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

BACK TO SCENE:

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

BARNARD

Sorry.

LOVETT

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

BARNARD

(he is allowed to take it out and examine
it - unimpressed)

Uh-huh.

LOVETT

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


BARNARD

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

LOVETT

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

? 480 ?

BARNARD

Yeah, I remember. You said that before.


LOVETT

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


Barnard stares at Lovett unbelievingly.


BARNARD

Ah, poor fellow.

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

LOVETT

Yes, it just shows—

(taking offense)

I don't know why I'm talking to you.
I don't know you. Who are you?

BARNARD

(turns away)

Okay, brother.

LOVETT

Don't call me brother.

BARNARD

Okay, sister.

(chuckles to himself)

No offense. No offense!

36. CLOSE SHOT - GLORIA AND BARNARD


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


BARNARD

Cigarette?

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

BARNARD

I say, will you have a cigarette?

GLORIA

No.

BARNARD

(unabashed)

Say, you're an American, aren't you?


GLORIA

(irascibly)

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


He shrugs his shoulders and slides back
into his seat.

? 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
up.

GEORGE

(holds up bottle)

Hello! Look what I found!

He crosses to Conway.

GEORGE

Just what I needed too.

CONWAY

(looks up - smiling)

You?

GEORGE

Just this once, Bob. I feel like celebrating.
Just think of it, Bob - a cruiser sent
to Shanghai just to take you back to
England. You know what it means.

(hands him cup)

Here you are. Don't bother about those
cables now. I want you to drink with
me.

(holds his cup up)

Gentlemen, I give you Robert Conway
- England's new Foreign Secretary.


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

CONWAY

(after a slight hesitation - downing
his drink)

Hurray!

GEORGE

How I'm going to bask in reflected glory!


(dreamily)

People are going to point to me and
say, "There goes George Conway - brother
of the Foreign Secretary."

CONWAY

Don't talk nonsense. Give me the bottle.


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

GEORGE

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


Conway, with a poured drink in hand,
laughs.

GEORGE

All right, you can laugh if you want
to. But who else can they get? Who else
is there in all of England half the
fighter, half the diplomat, who

? 482 ?

has half your knowledge of the foreign
situation? They can't stop you now,
Bob.

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

DISSOLVE TO:

INT. PLANE

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.


CONWAY

(drunkenly)

Hello, Freshie. Did you make that report
out yet?

GEORGE

Yes, Bob.

CONWAY

Did you say we saved ninety white people?


GEORGE

Yes.

CONWAY

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

GEORGE

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

CONWAY

Just you wait until I'm Foreign Secretary.
Can't you just see me, Freshie, with
all those other shrewd, little Foreign
Secretaries?

(confidentially - screws up face)

You see, the trick is to see who can
out-talk the other. Everybody wants
something for nothing, and if you can't
get it with smooth talk, you send an
army in. I'm going to fool them, Freshie.
I'm not going to have an army. I'm going
to disband mine. I'm going to sink my
battleships - I'm going to destroy every
piece of warcraft. Then when the enemy
approaches we'll say, "Come in, gentlemen
- what can we do for you?" So then the
poor enemy soldiers will stop and think.
And what will they think, Freshie? They'll
think to themselves - "Something's wrong
here. We've been duped. This is not
according to form. These people seem
to be quite friendly, and why should
we shoot them?" Then they'll lay down
their arms. You see how simple the whole
thing is? Centuries of tradition kicked
right in the pants—

(pause - drily)

—and I'll be slapped straight into the
nearest insane asylum.

He starts to pour himself another drink.


? 483 ?

GEORGE

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

Conway downs the drink, and then chuckles
cynically.

CONWAY

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

GEORGE

Do try to sleep, Bob.

CONWAY

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

He grunts and squirms. George tucks
him in.

CONWAY

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


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

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.


BARNARD

Good morning, Lovey.

LOVETT

I beg your pardon.

BARNARD

I say, good morning, Lovey.

? 484 ?

LOVETT

Good morning—

(catches himself)

Look here, young man.

BARNARD

Eh?

LOVETT

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


BARNARD

I see.

LOVETT

I see.

BARNARD

Well, it's a good morning, anyway.


LOVETT

I'm never conversational before I coffee.


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

BARNARD

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

LOVETT

Why, of course. Yes.

BARNARD

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

LOVETT

That's ridiculous.

BARNARD

Is it?

LOVETT

It certainly is.

BARNARD

Look here—

LOVETT

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

BARNARD

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

LOVETT

Oh, really?

? 485 ?

BARNARD

Yes.

LOVETT

Well, you just reverse it. Your left
hand is—

(tries to explain - gets confused and
irritated)

What difference does it make what 'hand'
you are? The north is the north!

BARNARD

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

LOVETT

Now you're irritating and absurd!

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.

LOVETT

(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.

GEORGE

(concerned for Conway)

Couldn't you arrange to make a little
less noise?

LOVETT

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

GEORGE

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

LOVETT

(not quite reassured)

It's Fenner.

BARNARD

He might have lost his way.

LOVETT

Of course. That's what I told them last
night. You can't expect a man to sail
around in the dark.[5]

During this George has been looking
around - he rises.

GEORGE

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

? 486 ?

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

GEORGE

Fenner! I - I say—

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

GEORGE

Bob! Bob!

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

GEORGE

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

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

CONWAY

(dismissing him with a gesture)

Oh, stop it!

GEORGE

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

BARNARD

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

This interests Conway and he looks out
of the window.

CONWAY

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


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


46. GROUP SHOT - AROUND COCKPIT

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

CONWAY

Charming chap.

BARNARD

(not being funny)

Nice puss to meet in a dark alley.


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

? 487 ?

CONWAY

Well, that's that, I guess.

BARNARD

Wonder what's happened to Fenner.

LOVETT

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


BARNARD

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


CONWAY

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

LOVETT

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

CONWAY

(with finality)

That fellow got on at Baskul.

LOVETT

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


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

CONWAY

George, what are you going to do?

GEORGE

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

LOVETT

Good.

CONWAY

What if he refuses?

LOVETT

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

CONWAY

Brilliant!

(a sweeping gesture)

Can anyone here fly a plane?

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

CONWAY

(takes wrench from George's hand)

Well, George, that's no good.

Conway throws the monkey wrench into
a corner.

? 488 ?

CONWAY

I guess we're in for it.

LOVETT

In for what?

CONWAY

I don't know. He must have had some
purpose in taking the plane away from
Fenner.

(starts for his seat)

When he lands, we'll find out.

LOVETT

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

CONWAY

What do you suggest?

LOVETT

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

CONWAY

It might afford you a great deal of
relief.

(sitting)

Now gentlemen, I'm going back to sleep.
Oh, and I was having such a peaceful
dream.

(curling up)

As soon as he lands, let me know.

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

47. CLOSE SHOT - GLORIA AND BARNARD


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

48. CLOSE SHOT - GEORGE

He stares out of the window and is suddenly
startled.

EXT. SHOT OF PLANE

49. LONG SHOT

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

INT. CABIN OF PLANE

50. MEDIUM SHOT

George is on his feet.

GEORGE

(excited)

We're heading down! We're going to land!


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

GEORGE

(breathlessly)

Bob, we're landing!

(pointing out)

Bob, we're coming to a village!

Conway sits up and looks out.

? 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
space.

INTERIOR PLANE

57. MED. CLOSE SHOT AT DOOR

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

EXTERIOR OF PLANE

58. LONG SHOT

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

INTERIOR PLANE

59. MEDIUM SHOT

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

EXTERIOR OF PLANE

60. MEDIUM SHOT

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

GEORGE

What are these people?

CONWAY

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


? 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.

GEORGE

Look - they're loading up with gasoline.


EXTERIOR OF PLANE

62. SEVERAL SHOTS

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

63. LONG SHOT

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


INTERIOR PLANE

64. MEDIUM SHOT

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

CONWAY

Imagine having all that fuel there,
waiting for us!

(he sits down)

George, something tells me our journey
is just beginning.

LOVETT

Where are we going? Huh?

BARNARD

(pointing)

If you ask me, we're heading straight
for those mountains.

EXTERIOR SHOT

65. LONG SHOT

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

DISSOLVE TO:

INSERT: A sign reading "Shanghai Municipal
Airport."

INT. AIRPORT

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
Office.

HIGH OFFICIAL

(holding forth to his secretary)

Make it very emphatic that His Majesty's
Government will hold the Chinese government
and all Chinese governors of Chinese
provinces responsible for the complete
safety of Robert Conway.

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


HIGH OFFICIAL

Good morning, gentlemen.

FUNCTIONARIES

(ad-libbing)

Good morning, etc.

OFFICIAL

No news yet, sir?

HIGH OFFICIAL

It's fantastic. The plane couldn't disappear
into thin air.

(turning to secretary of the group)


And cable Lord Gainsford at Shanghai.
Leave no stone unturned to find Conway.


(turning back to foreign officials)


And Robertson?

ROBERTSON

Yes, sir?

HIGH OFFICIAL

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


INT. PLANE

68. MED. SHOT

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

INSERT: ALTOMETER

Registering a height of 10,000 feet.


69. FULL SHOT

There is silence for a moment before
Barnard speaks.

BARNARD

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

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

? 492 ?

70. MED. SHOT

To include George, Conway and Lovett.


GEORGE

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

Conway shrugs.

CONWAY

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


LOVETT

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

GEORGE

What do you want him to do?

LOVETT

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

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

INSERT: OF ALTOMETER

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

EXT. MOUNTAINOUS COUNTRY

71. Showing the plane high over mountain
peaks.

DISSOLVE TO:

EXT. SHOT OF PLANE - NIGHT

72. LONG SHOT

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

INT. PLANE

73. MED. SHOT

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

74. CLOSE SHOT - GLORIA AND BARNARD


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


75. WIDER SHOT

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


76. CLOSE SHOT - GEORGE AND CONWAY


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


? 493 ?

CONWAY

Oh George, come on.

GEORGE

(suddenly - tensely)

It's not knowing that's so awful, Bob.
Not knowing where you're going, or why,
or what's waiting when you get there.


George, with an effort, stifles another
outbreak.

CONWAY

We got above that storm.

INSERT: OF ALTOMETER

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

INTERIOR CABIN

77. FULL SHOT

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

GLORIA

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


She jumps up and moves about frantically.


GLORIA

(screaming)

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

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

BARNARD

Take it easy, sister.

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

CONWAY

(grabbing for it)

It's oxygen!

(he rigs it up for her)

Now take it with your teeth. That's
right - bite.

GLORIA

(struggling)

Let me alone.

CONWAY

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

She resumes her sobbing quietly.

? 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.


AD-LIB

(breaking the silence)

What's that! What's happening?

CONWAY

(immediately on his feet)

He must have run out of fuel.

BARNARD

Look! Look down there!

EXT. PLANE

80. LONG SHOT

The plane gradually tilting downward.


INT. PLANE

81. FULL SHOT

The ship sways several seconds and finally
rights itself.

EXT. PLANE

82. LONG SHOT

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

83. LONG SHOT

The plane sways perilously in the cross
wind.

INTERIOR PLANE

84. MEDIUM SHOT

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

CONWAY

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

They obey his command.

EXTERIOR SHOT OF PLANE

85. LONG SHOT

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

INTERIOR PLANE

86. MED. CLOSE SHOT

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


? 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.

CONWAY

Everybody all right?

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

EXTERIOR OF PLANE

89. MEDIUM SHOT

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

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.

GEORGE

What is it? Has he fainted?

CONWAY

It looks like it.

(sniffing)

Smell those fumes?

Conway hops up beside the pilot. George
follows suit.

CONWAY

(handing gun to George)

Here George, take the gun. Hold the
lights. I'm going to search him before
he comes to.

(while searching)

We might find something interesting.


(finds something)

Hello - what's this? A map!

(hands it to George)

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

? 496 ?

CONWAY

He's dead.

GEORGE

Dead?

George stares unbelievingly.

CONWAY

It must have happened the moment he
hit the ground.

(a pause)

Let's take a look at this map.

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

GEORGE

What is it?

CONWAY

See that spot?

GEORGE

Yes.

CONWAY

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

GEORGE

(afraid to ask)

What's it mean?

CONWAY

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

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

92. MED. CLOSE SHOT THROUGH GLASS PANEL


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

93. CLOSE SHOT - CONWAY AND GEORGE


Conway turns to George.

CONWAY

George, our chances of getting out of
this are pretty slim. But it's up to
us.

(a nod toward cabin)

We can't have three hysterical people
on our hands.

He enters the cabin through the cockpit.


? 497 ?

INT. CABIN OF PLANE

94. MEDIUM SHOT

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

AD-LIB

What do you say? What'd you find out?


CONWAY

(interrupting - cheerily)

Everything's all right. The pilot won't
trouble us any more. He's - he's dead.


This is met by a series of exclamations.


AD-LIB

Dead? How did it happen?

CONWAY

Probably a heart attack.

BARNARD

What are we going to do?

CONWAY

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

95. CLOSE SHOT

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


CONWAY

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


96. MEDIUM SHOT

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

GEORGE

(fiercely)

Why don't you tell them the truth?


97. FULL SHOT

They all wheel around and face George.


GEORGE

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

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

? 498 ?

GLORIA

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

She emits another outburst of semi-hysterical
laughter.

98. CLOSE SHOT - GROUP

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

GLORIA

(grimly satisfied)

A year ago a doctor gave me six months
to live. That was a year ago! I'm already
six months to the good. I'm on velvet.[7]
I haven't got a thing to lose—

(semi-hysterical)

But you! - you, the noble animals of
the human race, what a kick I'm going
to get out of watching you squirm for
a change.

(her voice cracks completely)

What a kick!

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


99. CLOSE SHOT - CONWAY AND GEORGE


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

100. FULL SHOT

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

FADE OUT:

FADE IN

101. LONG SHOT

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

102. MEDIUM SHOT

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


INTERIOR OF PLANE

103. MEDIUM SHOT

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

LOVETT

They've been gone for three hours.


The others appear disinterested in this
observation.

LOVETT

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

BARNARD

All right, all right. Keep quiet.

Lovett sees something through the window.


? 499 ?

EXTERIOR OF PLANE

104. MEDIUM SHOT - THROUGH WINDOW OF
PLANE

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

INTERIOR PLANE

105. FULL SHOT

LOVETT

Here they come!

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

GEORGE

Hello, everybody.

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

GEORGE

Well, we found some food.

Barnard and Lovett rush to him.

GEORGE

No chance of our starving now.

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

LOVETT

What is it?

GEORGE

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

They grab handfuls. He goes on:

GEORGE

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

LOVETT & BARNARD

Gets back? Where's he going?

GEORGE

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

BARNARD

Yeah?

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 ?

GEORGE

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

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

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


GLORIA

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.

BARNARD

Cave, eh? Where?

GEORGE

(pointing)

Over by that hill.

Barnard peers out the plane window.


BARNARD

Hey - look!

GEORGE

Look, Bob!

109. FULL SHOT

They all look up and glance out.

EXTERIOR OF PLANE

110. LONG SHOT THROUGH WINDOW

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

INTERIOR PLANE

111. MEDIUM SHOT

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

LOVETT

(looking around)

Where are they? Do you see them?

BARNARD

Yes!

LOVETT

Do you think they're cannibals?

? 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.


CHANG

I am from a nearby Lamasery.

(holding out his hand)

My name is Chang.

115. MEDIUM SHOT

George, Barnard and Lovett.

GEORGE

Why, he's speaking English.

LOVETT

English!

CONWAY

(shaking hands)

And mine's Conway.

CHANG

How do you do?

CONWAY

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

LOVETT

At the mercy of a mad pilot.

CONWAY

We'd be eternally grateful if you—


CHANG

(interrupting)

Where is your mad pilot?

CONWAY

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

GEORGE

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

? 502 ?

CHANG

(preoccupied)

Pardon me—

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


CONWAY

(when Chang is through)

So, if you will be good enough to direct
us to your Lamasery—

116. MED. CLOSE SHOT - GROUP

Favoring Chang.

CHANG

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

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

CHANG

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

CONWAY

Thank you.

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

DISSOLVE TO:

117. LONG SHOT

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


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
GLORIA

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
them.

123. SERIES OF SHOTS

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

EXT. MOUNTAIN TOP

124. MED. SHOT

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

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.

CHANG

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.

CHANG

(a wave of his hand)

You see, we are sheltered by mountains
on every side. A strange phenomena for
which we are very grateful.

? 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.

LOVETT

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.

LOVETT

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


? 505 ?

BARNARD

Will you stop squawking!

LOVETT

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

BARNARD

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

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

BARNARD

Something tells me this means food.
Come on!

LOVETT

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

INT. DINING ROOM

139. MEDIUM SHOT

As the servants show Lovett and Barnard
to their places.

BARNARD

(taking in the food)

Yeah? If this be execution, lead me
to it.

LOVETT

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


BARNARD

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

LOVETT

Please don't call me Lovey.

At this moment Conway and George enter.


CONWAY

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

He takes something off the table and
nibbles at it.

BARNARD

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

LOVETT

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

Conway looks at him and smiles.

BARNARD

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


LOVETT

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


? 506 ?

CONWAY

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

BARNARD

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.

CHANG

Is there something I can do for you?


Gloria wheels around and glares at him.


GLORIA

What do you want?

CHANG

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

GLORIA

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


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

CHANG

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

GLORIA

(through fits of coughing)

I don't need any advice from you! Get
me a doctor!

? 507 ?

CHANG

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


GLORIA

(looks up quickly)

No doctors?

(bitterly)

That's fine. That's just fine.

CHANG

Please let me help you.

GLORIA

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


CHANG

(quietly)

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

GLORIA

(her voice cracking)

Don't preach that cheap, second-hand
stuff to me!

(a sob escapes)

Go on, beat it. Beat it!

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

CHANG

(before turning away)

Peace be with you, my child.

INT. DINING ROOM

145. FULL SHOT

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

CHANG

(jovially)

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


BARNARD & CONWAY

Swell. Excellent.

CHANG

(sees that no one has started)

You shouldn't have waited for me.

BARNARD

Where's the girl? Miss Stone.

? 508 ?

CHANG

She's remaining in her room. She isn't
feeling very well.

(to others)

Now please go on without me. I eat very
little.

146. MEDIUM SHOT

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

DISSOLVE TO:

INT. DINING ROOM

147. MEDIUM SHOT

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

BARNARD

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

CHANG

Thank you.

CONWAY

And the wine - excellent.

CHANG

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

LOVETT

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

GEORGE

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

CHANG

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

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

BARNARD

Not even a radio?

CHANG

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


? 509 ?

GEORGE

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


CHANG

Are you so certain you are away from
it?

GEORGE

As far away as I ever want to be.

CHANG

Oh, dear.

LOVETT

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


CHANG

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

LOVETT

No porters here!!

CHANG

No.

BARNARD

What about those men we met this morning?


CHANG

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

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.

BARNARD

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

149. FULL SHOT

They all turn to Chang expectantly.


CHANG

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

GEORGE

How can we get in touch with them?


? 510 ?

CHANG

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

LOVETT

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

CHANG

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

BARNARD

Two years!?

CHANG

Yes.

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

CHANG

But I can assure you, gentlemen, if
there is a prolonged delay, Shangri-La
will endeavor to make your stay as pleasant
as possible.

(rising)

And now if you will excuse me, it is
getting late. I do hope you all sleep
well. Good night.

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


CHANG

Good night, Mr. Conway.

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

CONWAY

Good night, sir.

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

LOVETT

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

GEORGE

(concerned)

We didn't get much information out of
him, did we Bob?

CONWAY

It seems to me we should be grateful.
We were in a bad mess this morning.


(a wave of his hand)

After all, this is quite pleasant. Why
not make ourselves comfortable until
the porters do arrive?

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

? 511 ?

150. MEDIUM SHOT

As Conway crosses to a balcony door.


BARNARD

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

CONWAY

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


He disappears onto the balcony. George
watches him go.

BARNARD

(slightly effeminate)

How about you Lovey? Come on. Let's
you and I play a game of honeymoon bridge.


LOVETT

(distractedly)

I'm thinking.

BARNARD

Thinking? What about some double solitaire?


LOVETT

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

BARNARD

No kidding?

LOVETT

Yes.

BARNARD

Then I'm your man.

(starts away)

Come on, Toots.

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

EXT. BALCONY

151. MEDIUM SHOT

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


CONWAY

Hello, George.

(looking out)

Cigarette?

GEORGE

Thanks.

(lights the cigarette - after a pause)


I suppose all this comes under the heading
of adventure.

CONWAY

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

? 512 ?

GEORGE

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

CONWAY

Oh, I'm feeling far too peaceful to
be concerned about anything.

(moodily)

I think I'm going to like it here.


GEORGE

You talk as though you intend on staying.


CONWAY

(turns to him)

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

GEORGE

What are you talking about?

CONWAY

(back to earth)

I don't know.

GEORGE

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

152. TWO SHOT - CONWAY AND GEORGE

Conway's point of view, studying George.


CONWAY

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

GEORGE

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

CONWAY

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

GEORGE

What do you mean if we should get out?


CONWAY

(evasively)

Did I say "if"?

? 513 ?

GEORGE

(interrupting)

That's what you said.

CONWAY

Well - I mean—

GEORGE

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

153. CLOSE TWO SHOT - FAVORING CONWAY


CONWAY

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

GEORGE

(catching on)

Chang's first question was about the
pilot.

CONWAY

Uh-huh.

GEORGE

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

CONWAY

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

FADE OUT:

FADE IN

EXT. OF VALLEY - DAY

154. LONG SHOT FROM A TOWER ROOM

Shooting over shoulders of two men in
f.g.

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

CHANG

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

CONWAY

Who and what is Shangri-La? You?

CHANG

Goodness, no!

CHANG

So there are others?

? 514 ?

CHANG

Oh, yes.

CONWAY

Who, for instance?

CHANG

In time you will meet them all.

155. CLOSE SHOT - THE TWO - FAVORING
CONWAY

He watches Chang's face searchingly,
then smiles.

CONWAY

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


CHANG

(laughs)

There are some things, my dear Conway,
I deeply regret I may not discuss.


CONWAY

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

CHANG

(evasively)

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


INT. A TOWER

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.


MARIA

Good afternoon.

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

? 515 ?

GEORGE

(starts backing out)

Excuse me–

MARIA

(appealingly)

Please don't go.

George hesitates at door.

MARIA

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.

MARIA

(a winning smile)

Won't you come in?

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

MARIA

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


INT. LIBRARY

163. FULL SHOT

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

164. MEDIUM SHOT

Conway has just finished browsing through
one of the books.

CONWAY

By the way, what religion do you follow
here?

CHANG

We follow many.

A look of surprise spreads over Conway's
face.

CHANG

(thoughtfully)

To put it simply, I should say that
our general belief was in moderation.
We preach the virtue of avoiding excesses
of every kind, even including—

(he smiles)

—the excess of virtue itself.

165. CLOSER SHOT - THE TWO

CONWAY

That's intelligent.

CHANG

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


? 516 ?

CONWAY

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

CHANG

Oh, good heavens, no!

CONWAY

How do you deal with incorrigibles?
Criminals?

CHANG

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


CONWAY

You have no disputes over women?

CHANG

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

CONWAY

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

CHANG

(smiling)

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

166. CLOSE SHOT - THE TWO - FAVORING
CONWAY

CONWAY

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

CHANG

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


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.


CHANG

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


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


CONWAY

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

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


CONWAY

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

CHANG

They were.

CONWAY

Well, it must have taken–

CHANG

Centuries.

CONWAY

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

CHANG

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

? 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
bowl.

CONWAY

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

CHANG

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

CONWAY

—buy and sell?

CHANG

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

CONWAY

(chuckling)

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

CHANG

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

CONWAY

Who?

CHANG

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

CONWAY

When was all this?

CHANG

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

CONWAY

(shocked)

He amputated his own leg?

? 519 ?

CHANG

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

CONWAY

Well, they didn't actually mean that.


CHANG

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


CONWAY

Well, is it?

CHANG

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

CONWAY

108 and still active?

CHANG

You're startled?

CONWAY

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

CHANG

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

CONWAY

Very often.

CHANG

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

CONWAY

(after a pause)

That's all very fine if it works out.
A little amazing, of course.

? 520 ?

CHANG

Why, Mr. Conway, you surprise me!

CONWAY

I surprise you? Now that's news.

CHANG

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

CONWAY

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

CHANG

(chuckles)

Then everything is quite all right,
isn't it?

They exit scene together.

EXT. GARDEN[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.

BARNARD

Honey, it's terrific! Terrific! I just
saw something that will make your hair
stand on end. You see those hills over
there? Gold! Gold! Popping right out
of them! Tons of it!

(conspiratorially)

Now look, you keep this under your hat,
because if those other monkeys hear
about it, they'll declare themselves
in. But if I can mine that stuff, I'll
throw a bombshell into Wall Street.
Now look, I've got a plan - and if I—


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


BARNARD

Aw say, honey, you aren't feeling well,
are you? Look, don't pay too much attention
to what those doctors tell you. I've
seen an awful lot of people fool them,
and I've got a hunch that this place
is going to be good for you. Honest,
I have.

(waits for her reaction - receives none)


Come on now. Come on. You be a good
kid, and snap out of it, and I'll cut
you in on the gold deal. Look, I'm going
up and make a deal with Chang - right
now.

He enthusiastically exits scene.

INT. LOVETT'S ROOM

179. CLOSE SHOT

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


? 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.

CONWAY

(cheerily)

Good morning!

MEN

Good morning, Mr. Conway!

CONWAY

Oh, you speak English, do you?

MEN

Yes, sir.

ONE OF THE MEN

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


CONWAY

No, thanks. Not just now.

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

CONWAY

(instantly changing his mind)

Well, I think I will take that ride!


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
pursuit.

184. ANOTHER ANGLE

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

? 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
excitedly.

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.

BARNARD

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


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

INT. CORRIDOR

196. MEDIUM SHOT

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

? 523 ?

GEORGE

(forces a smile)

You seem gay. Did you find out anything?


197. CLOSE TRUCKING SHOT WITH THEM


As they walk back toward dining room
door.

CONWAY

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


GEORGE

Nothing about the porters yet?

CONWAY

Porters?

GEORGE

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


CONWAY

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

GEORGE

I'm afraid the porters are just a myth.


(tensely)

I guess we never will know why we're
here, or how long we're going to be
held prisoners.

CONWAY

Shhh!

They have reached the door and start
into dining room.

INT. DINING ROOM

198. MEDIUM SHOT

As Conway and George enter, Barnard
calls to them:

BARNARD

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

CONWAY

(imitating Chang as he takes his chair)


Please! Please! Do not wait for me!
I eat so very little.

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

GLORIA

Good evening.

The men greet her, all rising.

BARNARD

Well, I'm certainly glad to see that
it's all finally organized.

(to servant)

Okay, handsome. Dish it out, and make
it snappy.

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


? 524 ?

BARNARD

Hey, what's happened to you?

GLORIA

(self-consciously)

Nothing. Why?

BARNARD

Why, you look beautiful.

CONWAY

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

199. MED. CLOSE SHOT AT TABLE

Featuring Gloria, Barnard and Conway.


BARNARD

(suddenly)

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

Gloria busies herself with her soup,
self-consciously.

BARNARD

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

LOVETT

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


BARNARD

Have I?

LOVETT

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

CONWAY

(lightly)

Yes. Unbosom yourself, Mr. Hyde.[11]


BARNARD

(his face has become serious)

All right, I will! I'll let my hair
down! Why not? It can't make any real
difference now.

(after a pause)

Hey Lovey, were you ever chased by the
police?

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

LOVETT

Certainly not.

? 525 ?

200. CLOSE SHOT - BARNARD

BARNARD

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

LOVETT

(skeptical)

The police?

BARNARD

Uh-huh.

(after another pause)

Did you ever hear of Chalmers Bryant?


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

CONWAY

(the first one to make the connection)


Chalmers Bryant!

BARNARD

Bryant's Utilities - that's me.

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

LOVETT

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

GLORIA

He never stole anything from you , did
he?

LOVETT

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


201. MED. SHOT - GROUP

Featuring Barnard.

BARNARD

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

LOVETT

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


BARNARD

You know, that's what makes the whole
thing so funny. A guy like me starts
out in life as a plumber - an ordinary,
everyday, slew-footed[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 ?

LOVETT

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

George can't stand it any longer.

GEORGE

(suddenly - hoarsely)

What do you mean - "when we get back"?


The sharpness of his voice startles
the others.

GEORGE

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

He rises to his feet.

GEORGE

Well, I'm not content to be a prisoner.
I'm going to find out when we're going
to get out of this place.

(whips out a revolver; grimly)

I'll make that Chinese talk if it's
the last thing I do!

He starts out.

202. MEDIUM SHOT

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

CONWAY

(calling)

George!

Starts after him.

INT. CORRIDOR

203. MEDIUM SHOT

As George strides determinedly out into
the hall, yelling.

GEORGE

Chang! Chang!

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


GEORGE

(shaking servant violently)

Where is he? Where's Chang? Where is
he? Where's Chang, or I'll blow your
brains out!

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

CONWAY

George, what do you think you're doing?


? 527 ?

GEORGE

Let me go, Bob!

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

CONWAY

George, come back!

GEORGE

Chang! Chang! Chang!

George spies another servant.

GEORGE

Come here, you! Come here!

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


CONWAY

George, you idiot!

George reels for a moment and slumps
to the floor.

204. CLOSE SHOT

As the others trail in.

BARNARD

Had to sock him, eh?

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

DISSOLVE TO:

INT. CONWAY'S ROOM

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.

GEORGE

Let me up! Let me up!

CONWAY

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.

BARNARD

Say Conway, is it true about us being
kidnapped?

Conway shrugs.

? 528 ?

BARNARD

(louder)

I say, is it true about us being kidnapped?


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

CONWAY

Mr. Chang!

Chang enters scene, beaming charmingly.


CONWAY

Do you mind stepping in here for a moment?


207. FULL SHOT

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


CONWAY

Won't you sit down?

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

CONWAY

(very quietly)

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

208. CLOSE SHOT - BARNARD, LOVETT AND
GLORIA

As Conway's voice continues, talking
to Chang:

CONWAY

Personally, I don't mind at all. I'm
enjoying every minute of it.

(dead serious)

But my brother is not of the same opinion,
nor are the others.

(after a pause)

It's time we were told what it's all
about.

209. MED. SHOT - GROUP

Conway still continuing:

CONWAY

We want to know why we were kidnapped,
why we are being kept here, but most
important of all - do we get the porters,
and when?

(much too suavely)

Until we get this information, my dear
Mr. Chang, I am very much afraid we
cannot permit you to leave this room.


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

? 529 ?

CHANG

(after a pause)

You know, it's very, very strange, but
when you saw me in the corridor, I was
actually on my way to you. I bring the
most amazing news.

(impressively)

The High Lama wishes to see you, Mr.
Conway.

LOVETT

The High Lama! Who in blazes is he?!


BARNARD

Yeah. I though you ran this joint.


CONWAY

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

CHANG

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

GEORGE

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

LOVETT

Yes.

BARNARD

Sounds like a stall to me.

CONWAY

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


CHANG

The only one.

CONWAY

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

CHANG

The High Lama arranges everything, Mr.
Conway.

CONWAY

Well, then he's the man I want to see.


(to Chang)

Will you come along?

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

CONWAY

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

INT. CORRIDOR IN HIGH LAMA'S QUARTERS


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
him.

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
portrait.

215. CLOSE SHOT - CONWAY

He stares, motionless, at the eerie
vision.

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.

CONWAY

Are you the High Lama?

HIGH LAMA

Yes.

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 ?

CONWAY

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

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

218. CLOSEUP - CONWAY

CONWAY

(awe and amazement)

It's astonishing - and incredible, but—


219. CLOSE SHOT - THE TWO

HIGH LAMA

What is it, my son?

CONWAY

You're the man Chang told me about!
You're the first - who - two hundred
years ago—

(reverently)

—you're still alive, Father Perrault!


HIGH LAMA

Sit down, my son.

(pause)

You may not know it, but I've been an
admirer of yours for a great many years.


Conway evinces surprise.

HIGH LAMA

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

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

HIGH LAMA

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

CONWAY

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

HIGH LAMA

Sondra Bizet.

CONWAY

(secretly pleased)

Oh, the girl at the piano?

HIGH LAMA

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

? 532 ?

CONWAY

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


HIGH LAMA

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

CONWAY

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

HIGH LAMA

We have reason. It is the entire meaning
and purpose of Shangri-La. It came to
me in a vision, long, long, ago. I saw
all the nations strengthening, not in
wisdom, but in the vulgar passions and
the will to destroy. I saw their machine
power multiply until a single weaponed
man might match a whole army. I foresaw
a time when man, exulting in the technique
of murder, would rage so hotly over
the world that every book, every treasure,
would be doomed to destruction. This
vision was so vivid and so moving that
I determined to gather together all
the things of beauty and culture that
I could and preserve them here against
the doom toward which the world is rushing.


(pause)

Look at the world today! Is there anything
more pitiful? What madness there is,
what blindness, what unintelligent leadership!
A scurrying mass of bewildered humanity
crashing headlong against each other,
propelled by an orgy of greed and brutality.
The time must come, my friend, when
this orgy will spend itself, when brutality
and the lust for power must perish by
its own sword. Against that time is
why I avoided death and am here, and
why you were brought here. For when
that day comes, the world must begin
to look for a new life. And it is our
hope that they may find it here. For
here we shall be with their books


? 533 ?

and their music and a way of life based
on one simple rule: Be Kind.

(pause)

When that day comes, it is our hope
that the brotherly love of Shangri-La
will spread throughout the world.


(pause)

Yes, my son, when the strong have devoured
each other, the Christian ethic may
at last be fulfilled, and the meek shall
inherit the earth.

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

CONWAY

(scarcely audible)

I understand you, Father.

Conway kisses the High Lama's hand.


HIGH LAMA

You must come again, my son. Good night.


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

INT. UPPER CHAMBER

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

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

DISSOLVE TO:

INT. LOWER CORRIDOR

221. MED. SHOT

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

222. MED. CLOSE SHOT NEAR GARDEN DOOR


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

AD-LIB

We thought you were never coming back!


What'd you find out?

When do we leave?

Conway stares at them blankly.

GEORGE

What about the porters?

CONWAY

(vaguely)

Porters?

GEORGE

Didn't you find out anything about the
porters?

? 534 ?

CONWAY

Why - I'm sorry - but I—

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

AD-LIB

What were you doing all this time?


You've been gone for hours.

GEORGE

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

CONWAY

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


He leaves them.

EXT. GARDEN - NIGHT

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
acknowledgement.

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


EXT. SOMEWHERE IN THE VALLEY - DAY


227. FULL SHOT

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


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
them.

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.

CONWAY

Do you mind?

235. WIDER ANGLE

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


SONDRA

This is Mr. Conway, children.

236. MED. SHOT

In unison the twenty children curtsey.


CHILDREN

(all together - sing-song)

Good morning, Mr. Conway.

CONWAY

How do you do?

CHILDREN

Very well, thank you.

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


SONDRA

All right, children. We will now sing–


She lifts her baton and the thin, piping
voices fill the air.

? 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.


SONDRA

Do you mind?

Conway snaps out of his reverie and
jumps forward.

CONWAY

Not at all.

He takes the baton from her.

SONDRA

Thank you.

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

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
foolishly.

241. MED. SHOT

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

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

CONWAY

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

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

245. MED. SHOT - CONWAY AND SONDRA


Favoring Conway.

CONWAY

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

? 537 ?

SONDRA

(extending her hand)

My name's Sondra.

CONWAY

I hope you'll forgive me for—

He hears curious, fluttering music coming
from somewhere.

CONWAY

(looking around)

You know, each time I see you, I hear
that music. What is it?

SONDRA

Oh, you mean my pigeons.

THE CAMERA SHOWS PIGEONS swirling overhead.


Sondra pulls a miniature flute from
one of her pocket.

SONDRA

(showing him)

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

They exit scene.

INT. PIGEON HOUSE

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.


SONDRA

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

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

CONWAY

(wonderingly)

Was this your idea?

SONDRA

Yes. Hold this pigeon.

CONWAY

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

SONDRA

That was easy. I read your books.

CONWAY

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

SONDRA

I saw a man whose life was empty.

? 538 ?

CONWAY

A man whose life was empty!

SONDRA

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

Conway scrutinizes her face intently.


SONDRA

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


CONWAY

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

SONDRA

(after a pause)

Yes.

CONWAY

(good-naturedly)

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

She laughs merrily and shakes his hand.


SONDRA

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

CONWAY

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

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

DISSOLVE TO:

EXT. SOMEWHERE ON TOP OF A HILL

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.


CONWAY

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


? 539 ?

SONDRA

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

CONWAY

Thank you.

SONDRA

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

CONWAY

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

SONDRA

Yes, I know.

CONWAY

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

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

SONDRA

(satisfying his obvious curiosity)


I'm thirty.

CONWAY

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


249. MED. SHOT

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

CONWAY

(wonderingly)

It's inconceivable.

SONDRA

What is?

CONWAY

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

SONDRA

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

CONWAY

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

SONDRA

I'm so glad.

? 540 ?

CONWAY

I can't quite explain it, but everything
is somehow familiar. The very air that
I breathe. The Lamasery, with its feet
rooted in the good earth of this fertile
valley, while its head explores the
eternal. All the beautiful things I
see, these cherry blossoms, you - all
somehow familiar.

(chuckles to himself)

I've been kidnapped and brought here
against my will. A crime, a great crime,
yet I accept it amiably, with the same
warm amiability one tolerates only from
a very dear and close friend. Why? Can
you tell me why?

SONDRA

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


CONWAY

I wonder.

SONDRA

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


CONWAY

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

She laughs as they exit scene.

EXT. SOMEWHERE IN SHANGRI-LA[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.

LOVETT

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

BARNARD

Just call me Barney.

LOVETT

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

BARNARD

Okay, Lovey.

? 541 ?

LOVETT

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


BARNARD

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

LOVETT

(alarmed at first)

Horns?

Barnard points to sheepherders with
their long horns.

BARNARD

(chuckles)

Yeah. You know.

LOVETT

Horns? What kind of horns?

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

BARNARD

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

DISSOLVE TO:

EXT. A WATERFALL

251. MEDIUM SHOT

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

BARNARD

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

NATIVE GIRL

Please sit down.

BARNARD

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

(looking around anxiously)

Now, Lovey! Where is Lovey?

252. CLOSE SHOT

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

LOVETT

Mr. Barnard?

253. MEDIUM SHOT

Favoring Barnard as Lovett comes into
view.

BARNARD

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

? 542 ?

LOVETT

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

BARNARD

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

LOVETT

And be poisoned out here in the open?


BARNARD

Certainly not!

NATIVE GIRL

(to Lovett)

For me, won't you please have a glass
of wine?

LOVETT

I never drink wine in the daytime.


BARNARD

(as he is poured a glass anyway)

There you are!

LOVETT

(raising the glass to his lips)

This doesn't obligate me in any way.


NATIVE GIRL

No.

DISSOLVE TO:

EXT. A CLEARING

254. FULL SHOT

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

LOVETT

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


BARNARD

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

LOVETT

(continuing)

They were in a quandary, and—

BARNARD

Come on, Lovey.

? 543 ?

LOVETT

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

BARNARD

In a quandary.

They all laugh.

LOVETT

I'm telling this story! I'm telling
it.

(continuing)

Yes, the poor little bears didn't know
what to do, you see, because somebody
had been sleeping in their bed.

A CHILD IN THE AUDIENCE

Who slept in their beds?

NATIVE GIRL

(the one who poured him a drink of wine—
alluringly)

Who was it, Lovey?

LOVETT

(smitten)

Oh, you call me Lovey, eh?

(to Barnard)

Look at those eyes? There's the devil
in those eyes!

DISSOLVE TO:

INT. LOVETT'S BEDROOM

255. CLOSE SHOT

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

INSERT:

APRIL 4TH

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:


INSERT:

—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 ?

GEORGE

Hello, Maria.

He fumbles for a cigarette.

257. MED. CLOSE SHOT

MARIA

(a little hurt)

You promised to come for tea yesterday.
I waited for so long.

GEORGE

I'm sorry.

(chagrined to discover he has no cigarettes
left)

I haven't even got any cigarettes left!


MARIA

I'll make some for you!

(pleading)

You will come today?

GEORGE

(after a pause)

Perhaps.

MARIA

(tenderly)

Please say you will. The days are so
very long and lonely without you.


(a whisper)

Please . . .

GEORGE

All right, I'll be there.

MARIA

(happily)

Thank you.

GEORGE

(suddenly)

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

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 ?

CONWAY

(moved)

Beautiful! I'm waiting for the bump.


SONDRA

Bump?

CONWAY

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

She gives him a pinch.

CONWAY

Ouch!

SONDRA

(chuckling)

You see, it's not a dream.

CONWAY

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


SONDRA

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

CONWAY

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

SONDRA

Why?

CONWAY

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


SONDRA

Struggling, why?

CONWAY

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

SONDRA

Why?

CONWAY

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

SONDRA

I was just going to.

CONWAY

It's the most annoying word in the English
language. Did you ever hear a child
torture his parent with it?

? 546 ?

(mimicking)

Mother's little darling musn't stick
her fingers in the salad bowl. Why?
Because it isn't lady-like to do that.
Why? Because that's what forks are made
for, darling.

SONDRA

(joining in)

Why, mother?

CONWAY

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

Sondra laughs heartily.

SONDRA

(teasingly)

Would you like to wring my little neck?


CONWAY

I'd love it!

SONDRA

Why?

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

SONDRA

(laughing)

I'm sorry. I'm very sorry.

He hesitates, studying her intently.


260. CLOSE-UP

They kiss.

SONDRA

(when they break)

I've thought about it for years.

(softly)

I knew you'd come. And I knew if you
did - you'd never leave.

(a whisper)

Am I forgiven for sending for you?


CONWAY

Forgiven.

(a pause)

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

? 547 ?

They kiss again.

DISSOLVE TO:

INT. LIVING ROOM

261. MEDIUM SHOT

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

LOVETT

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

CHANG

Yes.

LOVETT

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

CHANG

You've very kind Mr. Lovett.

262. CLOSE SHOT - THE TWO

LOVETT

I don't mean it in that sense. I only
give credit where credit is due.

(pauses - sincerely)

Er, Mr. Chang, I'm very anxious to have
you realize that I never for a moment
believed that ridiculous kidnapping
story.

CHANG

Oh, I'm so glad.

LOVETT

Simply preposterous. Do you know what
I did last night? Last night, Mr. Chang,
I held a sort of a self-inventory. I
said to myself last night, Mr. Chang,
I said, "Lovey"—

(catches himself - looks around)

Mr. Lovett! "Mr. Lovett," I said, "you
are an ungrateful fool . . . "

CHANG

Why, no.

LOVETT

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

CHANG

Now, what would you like to do?

? 548 ?

LOVETT

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


CHANG

Splendid!

LOVETT

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

CHANG

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

LOVETT

Oh, immediately.

CHANG

(offering his handshake)

Then it's done.

LOVETT

Oh, thank you. Thank you!

CHANG

Thank you.

EXTERIOR GARDEN

263. MEDIUM SHOT

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

BARNARD

You see? You get the idea? From this
reservoir here I can pipe in the whole
works. Oh, I'm going to get a great
kick out of this. Of course it's just
to keep my hand in, but with the equipment
we have here, I can put a plumbing system
in for the whole village down there.
Can rig it up in no time.

(aghast)

Do you realize those poor people are
still going to the well for water?


264. CLOSER SHOT - THE TWO

CONWAY

(a twinkle in his eye)

It's unbelievable.

BARNARD

Think of it! In times like these.

CONWAY

Say, what about that gold deal?

BARNARD

Huh?

? 549 ?

CONWAY

Gold. You were going to—

BARNARD

(interrupting)

Oh - that! That can wait. Nobody's going
to run off with it.

(full of business)

Say, I've got to get busy. I want to
show this whole layout to Chang.

(exiting)

So long. Don't you take any wooden nickels.


CONWAY

All right.

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


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.

CONWAY

George.

266. MED. LONG SHOT

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

CONWAY

George!

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.

CONWAY

(sincerely)

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

GEORGE

(coldly)

I don't see that there's anything to
say.

And releasing his arm, he leaves Conway
abruptly.

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 ?

CHANG

I'm afraid that does it.

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

CONWAY

Yes. I'm afraid it does.

CHANG

Shall we have another?

CONWAY

(rises)

No thanks. Not tonight if you don't
mind.

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


CHANG

Come in, my dear.

270. CLOSE SHOT - MARIA

In doorway. She seems slightly embarrassed.


MARIA

Sorry. I didn't mean to interrupt.


(self-consciously)

I thought Mr. Conway's brother was here.
Excuse me.

She leaves.

271. CLOSE SHOT - CONWAY AND CHANG


CHANG

Charming, isn't she?

CONWAY

Yes, charming.

CHANG

Your brother seems quite fascinated
by her.

CONWAY

Why not? She's an attractive young woman.


CHANG

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

CONWAY

(hands in the air)

Amazing! She still doesn't look over
20. When is she likely to grow old in
appearance?

CHANG

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

CONWAY

Suppose she should leave it?

? 551 ?

CHANG

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

CONWAY

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

CHANG

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

CONWAY

(shaking his head)

It's weird.

(a pause)

Chang, how old are you?

CHANG

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

They are interrupted by the entrance
of George.

GEORGE

(stridently)

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

272. WIDER ANGLE

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

GEORGE

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

273. THREE SHOT - FAVORING GEORGE

CHANG

Now, my dear boy. You shouldn't—

GEORGE

(snapping at him)

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

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

CHANG

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

? 552 ?

CONWAY

(tensely)

I can't let him go alone. It's suicide!


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

INT. HIGH LAMA'S CHAMBER

274. MEDIUM SHOT

Conway sits in the same place before
the Lama.

LAMA

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

CONWAY

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

LAMA

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

CONWAY

Mine?

LAMA

Because, my son, I am placing in your
hands the future and destiny of Shangri-La.


(pause)

For I am going to die.

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

LAMA

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

275. CLOSEUP - CONWAY AND LAMA

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

LAMA

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

CONWAY

Do you think this will come in my time?


? 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
miracle.

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

277. CLOSE SHOT - THE HIGH LAMA

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

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
plans.

BARNARD

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

GLORIA

Pipes? Where are you going to get pipes?


BARNARD

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

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

? 554 ?

GEORGE

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


BARNARD

Leaving?

GEORGE

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

BARNARD

When are you going to start?

GEORGE

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

BARNARD

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


GEORGE

You mean you don't want to go?

BARNARD

Well - I'm—

GEORGE

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

BARNARD

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

GEORGE

All right! If you insist on being an
idiot, I'm not going to waste time coaxing
you.

(to Gloria)

How about you?

BARNARD

Oh, no - you don't want to go yet, honey.


(before she can answer)

She'll stick around too.

(to Gloria)

Is that right?

GLORIA

(beaming)

If you want me to!

BARNARD

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

GEORGE

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

? 555 ?

As he starts out, Lovett enters.

GEORGE

How about you? Do you want to go?

LOVETT

Go? Where?

GEORGE

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

281. CLOSE TWO SHOT - GEORGE AND LOVETT


LOVETT

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


GEORGE

(irritably)

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

LOVETT

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

GEORGE

(grumbling as he goes)

You'll wait till you rot!

LOVETT

(glowering after him)

Yes.

(does a double-take)

Barney!

BARNARD

Lovey!

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


282. MED. CLOSE SHOT

As Lovett joins the two on the floor.


LOVETT

Hello, Gloria.

GLORIA

Hello.

LOVETT

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


BARNARD

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

He proudly displays his map.

? 556 ?

LOVETT

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


BARNARD

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


As all three heads go into a huddle.


INT. CONWAY'S ROOM

283. CLOSE SHOT

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

284. LONG SHOT

Shooting over his shoulder.

Getting his view of the magisterial
procession.

285. CLOSE SHOT

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

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.


GEORGE

(softly)

Bob—

287. MEDIUM SHOT

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

CONWAY

(a murmur)

Hello, George.

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

GEORGE

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

He closes the window.

GEORGE

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

288. CLOSE SHOT - THE TWO

CONWAY

You can't leave, George.

? 557 ?

GEORGE

Why not? What's going to stop me?

CONWAY

(pleading)

You mustn't. You've got to stay here
now.

GEORGE

(sharply)

Stay here?!

(more softly)

What's the matter with you, Bob? You've
been acting strangely ever since we
came here.

(no response from Conway)

I've never seen you like this. Why can't
we leave? What's stopping us?

Conway combats an impulse to tell him
the whole story.

CONWAY

(impulsively)

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

GEORGE

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

CONWAY

I will, George. I want to tell you.
I'll burst with it if I don't. It's
weird and fantastical and sometimes
unbelievable, but so beautiful!

(pause)

Well, as you know, we were kidnapped
and brought here . . .

While he is speaking, we slowly

DISSOLVE TO:

289. SAME SCENE:

As Conway is concluding his story.


CONWAY

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

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


GEORGE

(running his hand through his hair)


Well, I - I really don't know what to
say. Except that you must be completely
mad.

? 558 ?

CONWAY

So you think I'm mad?

GEORGE

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

CONWAY

So you think it's all nonsense, huh?


290. MED. SHOT - THE TWO

GEORGE

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

CONWAY

I don't need any proof.

GEORGE

(contemptuously)

I knew there was a reason I hated this
place. I'd give half my life to fly
over it with a load of bombs just for
what they've done to you. How do you
know the things they told you are true?
Did they show you any proof? All this
talk about the Lamas being hundreds
of years old. How do you know? Did you
see their birth certificates?

(some more pacing)

I can't believe it, Bob. A bunch of
decrepit old men sit around and dream
about reforming the world. And you,
Bob Conway - two-feet-on-the-ground
Conway - want to join them. It's horrible.


CONWAY

Is that all my story meant to you?


GEORGE

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

CONWAY

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

GEORGE

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

CONWAY

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

? 559 ?

GEORGE

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

CONWAY

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

GEORGE

(suddenly)

It's that girl - that girl has twisted
and turned—

CONWAY

Enough! Never mind the girl!

(a tense moment of silence)

Well, why don't you go?

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

GEORGE

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

CONWAY

(a murmur)

Oh, George . . .

GEORGE

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

CONWAY

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

GEORGE

I'd go mad!

CONWAY

(after a moment's hesitation)

George, I may be wrong, I may be a maniac.
But I believe in this, and I'm not going
to lose it.

(warmly)

You know how much I want to help you,
but this is bigger, stronger if you
like than brotherly love. I'm sorry,
George. I'm staying.

GEORGE

(after a long pause)

Well, I can't think of anything more
to say. Goodbye, Bob.

They shake hands warmly. George turns
to leave.

? 560 ?

CONWAY

(just as George reaches the door)

George, are you sure of the porters?
About their taking care of you, I mean?


GEORGE

(turning back)

Oh yes. It's all set. Maria made the
arrangements.

CONWAY

(glances up - surprised)

Maria?

GEORGE

Yes, the little Russian girl.

CONWAY

What's she got to do with it?

GEORGE

She's going with me.

Conway looks his extreme amazement.


CONWAY

(suddenly - wild)

George, you're crazy!

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


CONWAY

(wheeling)

You can't take her away from here!


GEORGE

(confidently)

Why not?

CONWAY

(strongly)

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

GEORGE

(slowly)

What do you mean - "fade away like an
echo"?

CONWAY

She came here in 1888!

291. CLOSE SHOT - THE TWO

Favoring George. He laughs hollowly.
He runs his hand through his hair. He
stares unbelievingly at Conway.

GEORGE

This would be funny - if it wasn't so
pathetic. Why, she isn't a day over
twenty!

? 561 ?

CONWAY

You're wrong, George.

GEORGE

I'm not wrong. She told me so. Besides,
she wouldn't have to tell me. I'd know
anyway.

(significantly)

I found out a lot of things last night.


(quickly)

I'm not ashamed of it either. It's probably
one of the few decent things that's
ever happened in this hellish place.


292. MED. CLOSE SHOT - THE TWO

Conway stares at him.

GEORGE

(cynically)

So everyone is serenely happy in Shangri-La?
Nobody would ever think of leaving?


(vehemently)

It's all just so much rot! She's pleaded
with me ever since I came here to take
her away from this awful place. She's
cried in my arms for hours, for fear
I'd leave her behind. And what's more,
she's made two trips to the plateau
to bribe the porters - for me!

CONWAY

(doesn't want to believe it)

I don't believe it! I don't believe
a word of it!

GEORGE

All right. I'll prove it to you! You
believe everything they've told you
- without proof! I'll prove my story!


As he speaks he has crossed to door
leading to adjoining room. Conway's
eyes are glued on him.

GEORGE

Come in a minute.

After a few seconds Maria appears in
the doorway and stands there timidly.


GEORGE

Come in.

She steps forward.

293. MED. SHOT - THE THREE

GEORGE

(shrewdly)

I've got some bad news for you, Maria.
My brother and I have decided we can't
take you along.

Maria's face collapses.

? 562 ?

MARIA

(small, frightened voice)

You can't take me?

She rushes to George and throws her
arms around him.

MARIA

But you promised me! You promised to
take me with you!

Over her shoulder George looks victoriously
at Conway, who cannot believe his ears.
Suddenly Maria wheels on Conway.

MARIA

It's all your fault! It was all arranged
until he spoke to you! Why can't you
leave us alone?

CONWAY

Do you mean to tell me you want to leave
Shangri-La?

MARIA

I'll die if I have to stay here another
minute! I've waited a long time for
this chance to go, and you're not going
to stop me now. If I have to, I'll go
alone. It was I who bribed the porters.
If it weren't for me, you'd never get
out!

CONWAY

I thought the porters had instructions
from the High Lama not to take anyone.


MARIA

The High Lama? Who pays any attention
to him? The porters laugh at the High
Lama. All they want to know is how much
gold he will give them. Well, I gave
them more gold. I've been stealing it
for a year. I'd do anything to get out
of this place. To get away from that
High Lama - the one who calls himself
Father Perrault! Why, he's been insane
for years!

CONWAY

Father Perrault is dead.

MARIA

He's dead? That's fine. You won't see
me shedding any tears over him!

(pleading)

Oh George, you must take me with you!


CONWAY

(quietly)

Aren't you afraid to leave? You don't
want to look like an old woman, do you?


MARIA

Old woman? Chang told you that, didn't
he?

CONWAY

Yes.

? 563 ?

MARIA

I thought so! He tells everyone I'm
old. He wants them to stay away from
me. He can't stand it when anyone comes
near. He's punished me for every minute
I've spent with George. If it weren't
for him, I would have been out of here
long ago, but he always stops me. Six
months ago, I tried to escape and he
locked me in a dark room. I nearly went
crazy.

(pause)

Look at me, Mr. Conway, do I look like
an old woman? Is this the skin of an
old woman? Look into my eyes and see
if these are the eyes of an old woman?


GEORGE

She was kidnapped and brought here two
years ago just as we were, Bob.

CONWAY

(thrown)

I don't believe it! I can't believe
it. She's lying.

(wildly)

You're lying. You're lying! Every word
you've been saying is a lie! Come on,
say it!

He has backed her into a corner and
is nearly throttling her.

CONWAY

You're lying, aren't you?

MARIA

No, Mr. Conway, I'm not lying. What
reason could I have for lying? The chances
are that we'll never come out of that
horrible trip alive, but I'd rather
die out there in a snowstorm and be
buried alive, than to stay here one
more minute now.

Thoroughly disillusioned, Conway emits
a few cynical chuckles - shakes his
head - stares blankly for a moment.


CONWAY

(dead voice)

You say the porters are waiting for
us?

GEORGE

Yes.

CONWAY

The clothes?

GEORGE

(alertly)

Yes, everything!

CONWAY

What about the others?

? 564 ?

GEORGE

I've already asked them. They're afraid
to make the trip. We'll have to send
an expedition back after them.

CONWAY

(business-like)

Come on! We're wasting time!

Conway dashes around and collects his
things.

MARIA

Are you taking me?

CONWAY

Yes, of course. Certainly. Come on!


They start out the door and we . . .


DISSOLVE TO:

EXT. IN THE GARDEN

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.

GEORGE

It won't be long now before we're in
London. Can't you just see everyone
when we pop out of the blue!

Conway's jaw is set grimly.

295. MED. SHOT

As Conway, George and Maria continue.


GEORGE

We'll have them breathless when they
hear our story.

While he speaks, Conway turns his head
around, looking for a glimpse of Sondra.


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 ?

GEORGE

(sincerely - grinning)

Lucky thing for me you snapped out of
it, too. You saved my life. I never
could have made it alone.

CONWAY

What was that?

GEORGE

I was saying—

CONWAY

Can't you shut up? Must you go on babbling
like an idiot?

George looks up, startled.

299. LONG SHOT

Sondra has come running out to stand
anxiously beside Chang.

300. MED. CLOSE SHOT

Sondra and Chang.

SONDRA

What's happened? Where's Bob?

CHANG

He's going, my child.

SONDRA

Going?

CHANG

But he will return.

SONDRA

Oh no! No! Bob!

Shouting, she rushes off and the CAMERA
FOLLOWS HER as she races down a long
flight of stairs, calling out Conway's
name.

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.

MARIA

(collapsing)

I can't stand it. I can't go on anymore!
I've got to rest.

She stumbles and they help her up. George
looks off toward the porters helplessly.


MARIA

(hysterical)

How long is this going to go on? I can't
stand it, I say.

312. MED. SHOT

Of the porters, laughing at their distress.


? 567 ?

313. MED. SHOT - THE THREE

GEORGE

Bob, can't you get them to wait for
us? They're leaving us farther behind
every day.

CONWAY

There's nothing that would suit them
better than to lose us, but we must
go on.

(to Maria - gently)

Come on.

MARIA

No, I can't! I can't! You've got to
let me rest! You've got to let me rest!


CONWAY

(calling out to the porters)

Hey!

314. MED. SHOT

Of the porters, still laughing. The
lead porter whips out a gun and fires
at them for sport.

315. MED. SHOT - THE THREE

They are in no danger. The porters are
too far off.

GEORGE

(contemptuously)

Target practice again! One of these
days they're going to hit us.

CONWAY

(wryly)

As long as they keep on aiming at us,
we're safe.

(to Maria)

Come now, child.

They start to move again.

316. MED. SHOT

Of the porters. They are still laughing,
and now others have drawn out their
guns. Firing off wildly, they trigger
an ominous thunder overhead.

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
death.

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,
sobbing.

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
widen.

322. CLOSEUP - MARIA

A distorted view of her. Youth and beauty
seem to be vanishing.

323. CLOSEUP - GEORGE

His eyes are glued on her.

GEORGE

(a frightened whisper)

Bob! Bob! Look at her face, Bob! Her
face! Look at her face!

DISSOLVE TO:

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.


CONWAY

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
ground.

EXT. NATIVE VILLAGE - DAY

334. MEDIUM SHOT

A group of Chinese in front of huts.
They look up, see something off and
commence shouting excitedly in their
native tongue.

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
away.

338. MED. TRUCKING SHOT - CLERK

As he strides across to the end of the
outer office - to a glass-panelled door
upon which we read "ASSISTANT TO THE
FOREIGN SECRETARY" - through which he
disappears.

INT. OFFICE OF ASSISTANT

339. FULL SHOT

As the clerk enters, full of excitement.


CLERK

Cable from Gainsford.

ASSISTANT SECRETARY

Oh, read it!

? 570 ?

CLERK

(reading)

"Leaving today for London with Conway
aboard S.S. Manchuria. Conway can tell
nothing of his experiences. Is suffering
from complete loss of memory. Signed,
Gainsford."

ONE OF THE OTHERS IN THE ROOM

Loss of memory?

ASSISTANT SECRETARY

All right, give it to the press.

CLERK

All of it?

ASSISTANT SECRETARY

Yes. Might as well - all of it.

CLERK

Yes, sir.

ASSISTANT SECRETARY

I'll dispatch a convoy to meet him.


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.

CLERK

Conway's gone again! Run out! Listen
to this! From Gainsford.

ASSISTANT SECRETARY

Let me have it.

(takes it and reads aloud)

"Aboard the S.S. Manchuria. Last night
Conway seemed to recover his memory.
Kept talking about Shangri-La, telling
a fantastic story about a place in Tibet.
Insisted upon returning there at once.
Locked him in room but he escaped us
and jumped ship during night at Singapore.
Am leaving ship myself to overtake him,
as fearful of his condition. Wrote down
details of Conway's story about Shangri-La
which I am forwarding. Lord Gainsford."


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.

CARSTAIRS

(looking off)

Here's Gainsford now.

They all look off.

345. LONG SHOT

From their view. We see Gainsford standing
in the doorway, looking around. He spies
them and starts forward.

346. MEDIUM SHOT

As Gainsford arrives at the booth. The
men rise with extended hands.

AD-LIB

Well, it's good to see you back, Lord
Gainsford! Thought you were never coming.


MEEKER

Will you have a drink? Sit down.

347. MED. CLOSE SHOT AT TABLE

As Gainsford shakes hands with them,
and sits down.

GAINSFORD

Yes. Scotch and soda. I'm parched.


ROBERTSON

Here you are, ready and waiting.

He pushes on in front of him.

CARSTAIRS

We're most eager to know what you've
discovered.

AD-LIB

Any news of Conway?

Where is he?

Did you bring him back?

All this is said as Gainsford drains
his glass.

GAINSFORD

(setting glass down)

Gentlemen, you see before you a very
weary old man, who has just ended a
chase that lasted nearly ten months.


MEEKER

Do you mean to tell me you never caught
up with him?

? 572 ?

GAINSFORD

Since that night that he jumped off
the ship until two weeks ago, I've been
missing him by inches.

WYNANT

You don't mean it!

AD-LIB

Think of it!

ROBERTSON

He was as determined as that to get
back?

GAINSFORD

Determined! Gentlemen, in the whole
course of my life, I have never encountered
anything so grim. During these last
ten months, that man has done the most
astounding things. He learned how to
fly, stole an army plane and got caught,
put into jail, escaped . . . all in
an amazingly short space of time. But
this was only the beginning of his adventures.


(leaning forward)

He begged, cajoled, fought, always pushing
forward to the Tibetan frontier. Everywhere
I went, I heard the most amazing stories
of the man's adventures. Positively
astounding. Until eventually, I trailed
him to the most extreme outpost in Tibet.


348. CLOSE GROUP SHOT

Favoring the other men, as Gainsford
continues.

GAINSFORD

Of course he had already gone. But his
memory - ah - his memory will live with
those natives for the rest of their
lives. The Man Who Was Not Human, they
called him. They'll never forget the
devil-eyed stranger who six times tried
to go over a mountain pass where no
other human being dared to travel, and
six times was forced back by the severest
storms. They'll never forget the madman
who stole their food and clothing -
whom they locked up in their barracks
- but who fought six of their guards
to escape.

349. MED. CLOSE GROUP SHOT

Gainsford still continues.

GAINSFORD

Why, their soldiers are still talking
about their pursuit to overtake him,
and shuddering at the memory. He led
them the wildest chase through their
own country, and finally he disappeared
over that very mountain pass that they
themselves dared not travel.

(takes a drink)

And that, gentlemen, was the last that
any known human being saw of Robert
Conway.

? 573 ?

WYNANT

Think of it!

CARSTAIRS

By jove, that's what I call fortitude!


ROBERTSON

Tell me something, Gainsford. What do
you think of his talk about Shangri-La?
Do you believe it?

GAINSFORD

(thinks a moment)

Yes - yes, I believe it.

(sincerely)

I believe it, because I want to believe
it.

They all watch his face, impressed by
his tone.

350. CLOSE SHOT - GAINSFORD

As he lifts his glass.

GAINSFORD

Gentlemen, I give you a toast. Here
is my hope that Robert Conway will find
his Shangri-La!

351. CLOSE GROUP SHOT

They all raise their glasses.

GAINSFORD

(softly)

Here is my hope that we all find our
Shangri-La.

They are all impressed by the sincerity
in his voice - and as their glasses
come together - CAMERA MOVES UP TO A
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.


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