Saturday, March 28, 2009

LOST HORIZON SCRIPT 1937

LOST HORIZON

Screenplay
by Robert Riskin

based on the novel by James Hilton


























Shooting Draft, 1937

Columbia Pictures



FADE IN:

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

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

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

THE SECOND PAGE READS:

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

THE THIRD PAGE READS:

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

THE FOURTH PAGE READS:

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

The fifth and final page reads:

Baskul - the night of March 10, 1935.

DISSOLVE TO:

EXT. BASKUL FLYING FIELD - NIGHT

1. LONG SHOT

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

2. REVERSE SHOT

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

MED. CLOSE SHOT

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

4. MEDIUM SHOT

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

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

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

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

5. LONG SHOT

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

INT. LARGE OFFICE ROOM

6. FULL SHOT

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

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

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

He crosses to a back room.

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

INT. RADIO ROOM

7. MEDIUM SHOT

As Conway enters to speak to operator.

RADIO OPERATOR
Yes, sir - with seven passengers
aboard.

RADIO SPEAKER
Seven passengers? Good.

CONWAY
Get me Shanghai.

OPERATOR
I'm talking to them now, sir.

CONWAY
Hello? Hello?

RADIO SPEAKER
Hello. Hello.

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

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

8. CLOSE SHOT

As Conway continues into mike.

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

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

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

9. WIDER ANGLE

As George rushes in.

GEORGE
Bob! I think I hear motors!

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

GEORGE
Yes.

He starts for the door.

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

GEORGE
(exiting)
Yes.

CONWAY
Hello? Colonel?

COLONEL'S VOICE
Hello, Conway. Yes?

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

COLONEL'S VOICE
Oh, ho - my word!

INT. OFFICE ROOM

10. FULL SHOT

As Conway enters.

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

The people crowd around him pleading for priority.

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

A woman pushes some children forward.

CONWAY
Where's the mother?

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

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

OLD MAN
What about us, Mr. Conway?

CONWAY
Gentlemen, please wait your turn.

11. CLOSE SHOT

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

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

CLOSE SHOT - CONWAY

Something of a smile crosses his face.

CONWAY
Just as you say!

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

13. FULL SHOT

All the lights go out. Everybody starts screaming.

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

He dashes out.

EXT. OFFICE BUILDING

CLOSE SHOT AT DOOR

Conway rushing out, meets George coming back.

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

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

He grabs a lantern and dashes off.

15. MEDIUM SHOT

As they run through the screaming mob toward the hangar.

INTERIOR HANGAR

16. FULL SHOT

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

EXTERIOR FIELD

17. LONG SHOT

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

DISSOLVE TO:

18. LONG SHOT

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

19. MEDIUM SHOT

Of Conway, signalling.

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

GEORGE
Right, Bob.

REVERSE ANGLE - LONG SHOT

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

21. MED. SHOT FRONT OF OFFICE BUILDING

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

CONWAY
Hello, Fenner.

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

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

George is pushing off Chinese.

GEORGE
Bob, these are all that are left.

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

MED. SHOT AT PLANE

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

CLOSE SHOT - MAN

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

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

We meet Alexander P. Lovett.

24. MEDIUM SHOT

Conway looks his surprise and lifts him off the ground.

CLOSE SHOT - A CHINAMAN

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

26. MED. CLOSE SHOT ENTRANCE TO SHIP

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

GEORGE
Look out, Bob!

27. MEDIUM SHOT

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

28. MEDIUM SHOT

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

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

29. LONG SHOT

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

INT. PLANE

30. FULL SHOT

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

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

They all fall on their faces.

GEORGE
Fenner, let's go!

MED. CLOSE SHOT

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

EXT. FIELD

32. LONG SHOT

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

INT. PLANE

33. FULL SHOT

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

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

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

GEORGE
Whew! That was close.

34. MEDIUM SHOT

Conway starts for the back seat and suddenly sees Lovett.

CONWAY
Where did you come from?

LOVETT
I'm Alexander P. Lovett, sir.

CONWAY
Why aren't you registered through
our office?

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

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

CONWAY
Where were you hiding?

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

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

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

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

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

MED. CLOSE SHOT - THE TWO

Barnard and Lovett.

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

LOVETT
Fossils.

BARNARD
Fossils, huh?

LOVETT
I'm a paleontologist.

BARNARD
(blankly)
A what?

LOVETT
A paleontologist.

BARNARD
Oh, I see.

Lovett produces a small box clutched under his arm.

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

BARNARD
Well, what do you know about that!

LOVETT
Found in Asia!

BARNARD
Uh-huh.

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

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

LOVETT
(proudly)
Not at all.

He lifts the lid and Barnard peeks inside.

INSERT: OF BOX

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

BACK TO SCENE:

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

BARNARD
Sorry.

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

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

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

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

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

BARNARD
Yeah, I remember. You said that
before.

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

Barnard stares at Lovett unbelievingly.

BARNARD
Ah, poor fellow.

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

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

BARNARD
(turns away)
Okay, brother.

LOVETT
Don't call me brother.

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

36. CLOSE SHOT - GLORIA AND BARNARD

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

BARNARD
Cigarette?

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

BARNARD
I say, will you have a cigarette?

GLORIA
No.

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

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

He shrugs his shoulders and slides back into his seat.

37. FULL SHOT

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

38. MED. SHOT - GEORGE AND CONWAY

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

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

He crosses to Conway.

GEORGE
Just what I needed too.

CONWAY
(looks up - smiling)
You?

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

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

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

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

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

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

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

Conway, with a poured drink in hand, laughs.

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

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

DISSOLVE TO:

INT. PLANE

CLOSE SHOT OF CONWAY

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

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

GEORGE
Yes, Bob.

CONWAY
Did you say we saved ninety white
people?

GEORGE
Yes.

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

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

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

He starts to pour himself another drink.

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

Conway downs the drink, and then chuckles cynically.

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

GEORGE
Do try to sleep, Bob.

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

He grunts and squirms. George tucks him in.

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

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

LONG SHOT OF CABIN

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

EXT. SHOT OF PLANE

LONG SHOT OF PLANE

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

DISSOLVE TO:

EXT. SHOT - DAWN

42. LONG SHOT

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

INT. PLANE

43. FULL SHOT

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

BARNARD
Good morning, Lovey.

LOVETT
I beg your pardon.

BARNARD
I say, good morning, Lovey.

LOVETT
Good morning—

(CATCHES HIMSELF)
Look here, young man.

BARNARD
Eh?

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

BARNARD
I see.

LOVETT
I see.

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

LOVETT
I'm never conversational before I
coffee.

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

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

LOVETT
Why, of course. Yes.

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

LOVETT
That's ridiculous.

BARNARD
Is it?

LOVETT
It certainly is.

BARNARD
Look here—

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

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

LOVETT
Oh, really?

BARNARD
Yes.

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

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

LOVETT
Now you're irritating and absurd!

CLOSE SHOT - LOVETT

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

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

45. FULL SHOT

Conway is still asleep.

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

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

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

LOVETT
(not quite reassured)
It's Fenner.

BARNARD
He might have lost his way.

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

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

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

GEORGE
Fenner! I - I say—

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

GEORGE
Bob! Bob!

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

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

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

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

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

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

This interests Conway and he looks out of the window.

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

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

46. GROUP SHOT - AROUND COCKPIT

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

CONWAY
Charming chap.

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

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

CONWAY
Well, that's that, I guess.

BARNARD
Wonder what's happened to Fenner.

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

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

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

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

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

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

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

CONWAY
George, what are you going to do?

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

LOVETT
Good.

CONWAY
What if he refuses?

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

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

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

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

Conway throws the monkey wrench into a corner.

CONWAY
I guess we're in for it.

LOVETT
In for what?

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

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

CONWAY
What do you suggest?

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

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

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

47. CLOSE SHOT - GLORIA AND BARNARD

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

CLOSE SHOT - GEORGE

He stares out of the window and is suddenly startled.

EXT. SHOT OF PLANE

49. LONG SHOT

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

INT. CABIN OF PLANE

50. MEDIUM SHOT

George is on his feet.

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

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

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

Conway sits up and looks out.

EXT. SHOT OF PLANE

51. MEDIUM SHOT

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

INT. PLANE

52. MEDIUM SHOT

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

DISSOLVE TO:

EXT. SHOT FROM AIRPLANE

53. LONG SHOT

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

54. LONG SHOT

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

INT. PLANE

MEDIUM CLOSE SHOT

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

EXT. MOUNTAINOUS COUNTRY

56. MEDIUM SHOT

As the plane taxies across the uninhabited space.

INTERIOR PLANE

57. MED. CLOSE SHOT AT DOOR

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

EXTERIOR OF PLANE

58. LONG SHOT

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

INTERIOR PLANE

59. MEDIUM SHOT

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

EXTERIOR OF PLANE

60. MEDIUM SHOT

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

GEORGE
What are these people?

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

EXTERIOR OF PLANE

61. MEDIUM SHOT THROUGH WINDOW

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

GEORGE
Look - they're loading up with
gasoline.

EXTERIOR OF PLANE

62. SEVERAL SHOTS

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

63. LONG SHOT

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

INTERIOR PLANE

64. MEDIUM SHOT

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

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

LOVETT
Where are we going? Huh?

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

EXTERIOR SHOT

65. LONG SHOT

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

DISSOLVE TO:

INSERT: A sign reading "Shanghai Municipal Airport."

INT. AIRPORT

MEDIUM CLOSE SHOT

A Chinese officer is on the phone.

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

QUICK SHOTS OF:

A switchboard operator besieged by calls.

A telegraph secretary furiously typing.

Newspapers being run off a press.

INT. FOREIGN OFFICE

67. CLOSE SHOT

Of a high official of the British Foreign Office.

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

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

HIGH OFFICIAL
Good morning, gentlemen.

FUNCTIONARIES
(ad-libbing)
Good morning, etc.

OFFICIAL
No news yet, sir?

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

ROBERTSON
Yes, sir?

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

INT. PLANE

68. MED. SHOT

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

INSERT: ALTOMETER

Registering a height of 10,000 feet.

69. FULL SHOT

There is silence for a moment before Barnard speaks.

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

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

70. MED. SHOT

To include George, Conway and Lovett.

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

Conway shrugs.

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

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

GEORGE
What do you want him to do?

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

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

INSERT: OF ALTOMETER

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

EXT. MOUNTAINOUS COUNTRY

71. SHOWING THE PLANE HIGH OVER MOUNTAIN PEAKS.

DISSOLVE TO:

EXT. SHOT OF PLANE - NIGHT

72. LONG SHOT

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

INT. PLANE

73. MED. SHOT

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

74. CLOSE SHOT - GLORIA AND BARNARD

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

75. WIDER SHOT

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

76. CLOSE SHOT - GEORGE AND CONWAY

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

CONWAY
Oh George, come on.

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

George, with an effort, stifles another outbreak.

CONWAY
We got above that storm.

INSERT: OF ALTOMETER

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

INTERIOR CABIN

77. FULL SHOT

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

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

She jumps up and moves about frantically.

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

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

BARNARD
Take it easy, sister.

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

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

GLORIA
(struggling)
Let me alone.

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

She resumes her sobbing quietly.

DISSOLVE TO:

EXT. PLANE

78. LONG SHOT

Of the plane at twilight, fading into deepest night.

INT. PLANE

79. FULL SHOT

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

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

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

BARNARD
Look! Look down there!

EXT. PLANE

80. LONG SHOT

The plane gradually tilting downward.

INT. PLANE

81. FULL SHOT

The ship sways several seconds and finally rights itself.

EXT. PLANE

82. LONG SHOT

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

83. LONG SHOT

The plane sways perilously in the cross wind.

INTERIOR PLANE

84. MEDIUM SHOT

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

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

They obey his command.

EXTERIOR SHOT OF PLANE

85. LONG SHOT

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

INTERIOR PLANE

86. MED. CLOSE SHOT

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

EXTERIOR SHOT OF PLANE

87. LONG SHOT

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

INTERIOR PLANE

88. MED. CLOSE SHOT

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

CONWAY
Everybody all right?

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

EXTERIOR OF PLANE

89. MEDIUM SHOT

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

CLOSE SHOT IN THE COCKPIT

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

MEDIUM CLOSE SHOT

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

GEORGE
What is it? Has he fainted?

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

Conway hops up beside the pilot. George follows suit.

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

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

CONWAY
He's dead.

GEORGE
Dead?

George stares unbelievingly.

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

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

GEORGE
What is it?

CONWAY
See that spot?

GEORGE
Yes.

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

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

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

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

92. MED. CLOSE SHOT THROUGH GLASS PANEL

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

93. CLOSE SHOT - CONWAY AND GEORGE

Conway turns to George.

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

He enters the cabin through the cockpit.

INT. CABIN OF PLANE

94. MEDIUM SHOT

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

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

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

This is met by a series of exclamations.

AD-LIB
Dead? How did it happen?

CONWAY
Probably a heart attack.

BARNARD
What are we going to do?

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

95. CLOSE SHOT

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

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

96. MEDIUM SHOT

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

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

97. FULL SHOT

They all wheel around and face George.

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

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

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

She emits another outburst of semi-hysterical laughter.

CLOSE SHOT - GROUP

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

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

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

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

99. CLOSE SHOT - CONWAY AND GEORGE

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

100. FULL SHOT

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

FADE OUT:

FADE IN:

101. LONG SHOT

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

102. MEDIUM SHOT

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

INTERIOR OF PLANE

103. MEDIUM SHOT

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

LOVETT
They've been gone for three hours.

The others appear disinterested in this observation.

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

BARNARD
All right, all right. Keep quiet.

Lovett sees something through the window.

EXTERIOR OF PLANE

104. MEDIUM SHOT - THROUGH WINDOW OF PLANE

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

INTERIOR PLANE

105. FULL SHOT

LOVETT
Here they come!

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

GEORGE
Hello, everybody.

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

GEORGE
Well, we found some food.

Barnard and Lovett rush to him.

GEORGE
No chance of our starving now.

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

LOVETT
What is it?

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

They grab handfuls. He goes on:

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

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

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

BARNARD
Yeah?

CLOSE SHOT - CONWAY

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

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

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

MED. CLOSE SHOT - GROUP

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

108. CLOSE SHOT - GLORIA AND CONWAY

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

Conway stares at her blankly.

BARNARD
Cave, eh? Where?

GEORGE
(pointing)
Over by that hill.

Barnard peers out the plane window.

BARNARD
Hey - look!

GEORGE
Look, Bob!

109. FULL SHOT

They all look up and glance out.

EXTERIOR OF PLANE

110. LONG SHOT THROUGH WINDOW

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

INTERIOR PLANE

111. MEDIUM SHOT

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

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

BARNARD
Yes!

LOVETT
Do you think they're cannibals?

EXTERIOR OF PLANE

112. MEDIUM SHOT

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

MED. LONG SHOT

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

MED. SHOT (MOVING)

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

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

115. MEDIUM SHOT
George, Barnard and Lovett.

GEORGE
Why, he's speaking English.

LOVETT
English!

CONWAY
(shaking hands)
And mine's Conway.

CHANG
How do you do?

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

LOVETT
At the mercy of a mad pilot.

CONWAY
We'd be eternally grateful if you—

CHANG
(interrupting)
Where is your mad pilot?

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

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

CHANG
(preoccupied)
Pardon me—

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

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

MED. CLOSE SHOT - GROUP

Favoring Chang.

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

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

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

CONWAY
Thank you.

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

DISSOLVE TO:

117. LONG SHOT

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

SERIES OF SHOTS

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

DISSOLVE TO:

EXT. NARROW TABLELAND

MED. LONG SHOT

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

120. CLOSE SHOT - LOVETT, BARNARD AND GLORIA

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

CLOSE SHOT - GLORIA

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

DISSOLVE TO:

EXT. MOUNTAIN TRAIL

122. LONG SHOT

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

SERIES OF SHOTS

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

EXT. MOUNTAIN TOP

124. MED. SHOT

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

MED. CLOSE SHOT

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

EXT. SHOT OF SHANGRI-LA

125. LONG SHOT

From angle at mountain top.

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

MED. CLOSE SHOT

As Chang approaches Conway.

CHANG
Welcome to Shangri-La.

EXT. MOUNTAIN TOP

MED. SHOT - GROUP

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

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

DISSOLVE TO:

EXT. A GARDEN

SERIES OF SHOTS

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

129. MED. SHOT

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

LOVETT
It's magic!

130. CLOSER SHOT

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

CLOSE SHOT - CONWAY

Glancing around at his picturesque surroundings.

132. PANNING SHOT

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

CLOSE SHOT - CONWAY

As he returns her gaze, impressed by her beauty.

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

CLOSE SHOT - CONWAY

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

CLOSE SHOT - THE GIRL

Laughing at his embarrassment.

CLOSE SHOT - CONWAY

He smiles up at her.

DISSOLVE TO:

INT. A DINING ROOM

137. FULL SHOT

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

INT. A CORRIDOR

MED. TRUCKING SHOT

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

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

BARNARD
Will you stop squawking!

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

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

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

BARNARD
Something tells me this means food.
Come on!

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

INT. DINING ROOM

139. MEDIUM SHOT

As the servants show Lovett and Barnard to their places.

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

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

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

LOVETT
Please don't call me Lovey.

At this moment Conway and George enter.

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

He takes something off the table and nibbles at it.

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

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

Conway looks at him and smiles.

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

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

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

BARNARD
I'll say.

INT. GLORIA'S ROOM

140. FULL SHOT

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

MED. CLOSE SHOT

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

142. LONG SHOT

From Gloria's point of view.

She is staring at the chasm below her.

CONTINUATION SCENE 141

Gloria continues to peer below - and her coughing resumes.

INT. CORRIDOR

143. MEDIUM SHOT

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

INT. GLORIA'S ROOM

144. FULL SHOT

Chang enters and watches Gloria for a moment before
speaking.

CHANG
Is there something I can do for
you?

Gloria wheels around and glares at him.

GLORIA
What do you want?

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

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

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

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

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

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

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

CHANG
Please let me help you.

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

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

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

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

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

INT. DINING ROOM

145. FULL SHOT

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

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

BARNARD & CONWAY
Swell. Excellent.

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

BARNARD
Where's the girl? Miss Stone.

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

146. MEDIUM SHOT

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

DISSOLVE TO:

INT. DINING ROOM

147. MEDIUM SHOT

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

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

CHANG
Thank you.

CONWAY
And the wine - excellent.

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

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

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

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

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

BARNARD
Not even a radio?

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

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

CHANG
Are you so certain you are away
from it?

GEORGE
As far away as I ever want to be.

CHANG
Oh, dear.

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

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

LOVETT
No porters here!!

CHANG
No.

BARNARD
What about those men we met this
morning?

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

CLOSE SHOT - CONWAY

To intercut with above speech.

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

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

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

149. FULL SHOT

They all turn to Chang expectantly.

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

GEORGE
How can we get in touch with them?

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

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

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

BARNARD
Two years!?

CHANG
Yes.

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

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

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

CHANG
Good night, Mr. Conway.

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

CONWAY
Good night, sir.

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

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

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

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

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

150. MEDIUM SHOT

As Conway crosses to a balcony door.

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

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

He disappears onto the balcony. George watches him go.

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

LOVETT
(distractedly)
I'm thinking.

BARNARD
Thinking? What about some double
solitaire?

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

BARNARD
No kidding?

LOVETT
Yes.

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

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

EXT. BALCONY

151. MEDIUM SHOT

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

CONWAY
Hello, George.
(looking out)
Cigarette?

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

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

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

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

GEORGE
You talk as though you intend on
staying.

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

GEORGE
What are you talking about?

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

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

152. TWO SHOT - CONWAY AND GEORGE

Conway's point of view, studying George.

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

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

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

GEORGE
What do you mean if we should get
out?

CONWAY
(evasively)
Did I say "if"?

GEORGE
(interrupting)
That's what you said.

CONWAY
Well - I mean—

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

153. CLOSE TWO SHOT - FAVORING CONWAY

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

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

CONWAY
Uh-huh.

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

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

FADE OUT:

FADE IN:

EXT. OF VALLEY - DAY

154. LONG SHOT FROM A TOWER ROOM

Shooting over shoulders of two men in f.g.

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

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

CONWAY
Who and what is Shangri-La? You?

CHANG
Goodness, no!

CONWAY
So there are others?

CHANG
Oh, yes.

CONWAY
Who, for instance?

CHANG
In time you will meet them all.

155. CLOSE SHOT - THE TWO - FAVORING CONWAY

He watches Chang's face searchingly, then smiles.

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

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

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

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

INT. A TOWER

FOLLOW SHOT WITH GEORGE

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

INT. CORRIDOR

157. MEDIUM SHOT

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

INT. A ROOM

158. FULL SHOT

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

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

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

CLOSE SHOT - GEORGE

He opens a book and glances at its contents.

MED. SHOT TO INCLUDE BOTH

Maria surveys his back appraisingly.

MARIA
Good afternoon.

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

GEORGE
(starts backing out)
EXCUSE ME–

MARIA
(appealingly)
Please don't go.

George hesitates at door.

MARIA
Tea will be served any moment.

CLOSE SHOT - GEORGE

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

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

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

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

INT. LIBRARY

163. FULL SHOT

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

164. MEDIUM SHOT

Conway has just finished browsing through one of the books.

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

CHANG
We follow many.

A look of surprise spreads over Conway's face.

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

CLOSER SHOT - THE TWO

CONWAY
That's intelligent.

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

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

CHANG
Oh, good heavens, no!

CONWAY
How do you deal with incorrigibles?
Criminals?

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

CONWAY
You have no disputes over women?

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

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

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

166. CLOSE SHOT - THE TWO - FAVORING CONWAY

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

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

MED. CLOSE SHOT - THE TWO

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

168. MEDIUM SHOT

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

CLOSE SHOT - CHANG

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

CLOSE SHOT AT DOOR

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

INT. MUSIC ROOM

171. FULL SHOT

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

CLOSE SHOT AT DOORWAY

Conway finds her laughter infectious - and smiles.

173. CLOSE SHOT - GIRL AND MAN AT PIANO

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

CLOSE SHOT AT DOORWAY

Chang quickly takes Conway by the arm.

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

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

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

CLOSE-UP - THE GIRL

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

DISSOLVE TO:

INT. CORRIDOR

176. FOLLOW SHOT WITH CONWAY AND CHANG

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

CHANG
They were.

CONWAY
Well, it must have taken–

CHANG
Centuries.

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

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

INT. A ROOM

CLOSE SHOT - THE TWO

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

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

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

CONWAY
—buy and sell?

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

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

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

CONWAY
Who?

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

CONWAY
When was all this?

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

CONWAY
(shocked)
He amputated his own leg?

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

CONWAY
Well, they didn't actually mean
that.

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

CONWAY
Well, is it?

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

CONWAY
108 and still active?

CHANG
You're startled?

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

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

CONWAY
Very often.

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

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

CHANG
Why, Mr. Conway, you surprise me!

CONWAY
I surprise you? Now that's news.

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

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

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

They exit scene together.

EXT. GARDEN

MED. CLOSE SHOT

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

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

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

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

He enthusiastically exits scene.

INT. LOVETT'S ROOM

179. CLOSE SHOT

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

INSERT OF WHAT HE WRITES:

THE DIARY OF ALEXANDER P. LOVETT

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

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

DISSOLVE TO:

EXT. SOMEWHERE IN SHANGRI-LA

180. FULL SHOT

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

CONWAY
(cheerily)
Good morning!

MEN
Good morning, Mr. Conway!

CONWAY
Oh, you speak English, do you?

MEN
Yes, sir.

ONE OF THE MEN

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

CONWAY
No, thanks. Not just now.

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

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

MED. SHOT - CONWAY

As he rides off in pursuit of her.

182. SEVERAL SHOTS OF THE CHASE

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

183. MED. LONG SHOT - BOTTOM OF A HILL

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

184. ANOTHER ANGLE

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

185. LONG SHOT

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

CLOSE-UP - CONWAY

As he smiles - amused and interested.

DISSOLVE TO:

LONG SHOT - SONDRA

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

CLOSE-UP - SONDRA

As she shakes her shimmering hair.

MEDIUM SHOT - CONWAY

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

CLOSE SHOT - A SQUIRREL

A squirrel, near to Sondra, chatters excitedly.

CLOSE SHOT - SONDRA

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

MEDIUM SHOT - CONWAY

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

CLOSE SHOT - SONDRA

She stifles her laughter as he vanishes from view.

DISSOLVE TO:

INT. DINING ROOM - NIGHT

194. FULL SHOT

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

MED. SHOT AT TABLE

Lovett and Barnard. Barnard nibbles at something.

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

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

INT. CORRIDOR

196. MEDIUM SHOT

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

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

197. CLOSE TRUCKING SHOT WITH THEM

As they walk back toward dining room door.

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

GEORGE
Nothing about the porters yet?

CONWAY
Porters?

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

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

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

CONWAY
Shhh!

They have reached the door and start into dining room.

INT. DINING ROOM

198. MEDIUM SHOT

As Conway and George enter, Barnard calls to them:

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

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

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

GLORIA
Good evening.

The men greet her, all rising.

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

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

BARNARD
Hey, what's happened to you?

GLORIA
(self-consciously)
Nothing. Why?

BARNARD
Why, you look beautiful.

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

MED. CLOSE SHOT AT TABLE

Featuring Gloria, Barnard and Conway.

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

Gloria busies herself with her soup, self-consciously.

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

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

BARNARD
Have I?

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

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

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

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

LOVETT
Certainly not.

CLOSE SHOT - BARNARD

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

LOVETT
(skeptical)
The police?

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

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

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

BARNARD
Bryant's Utilities - that's me.

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

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

GLORIA
He never stole anything from you ,
did he?

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

MED. SHOT - GROUP

Featuring Barnard.

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

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

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

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

George can't stand it any longer.

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

The sharpness of his voice startles the others.

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

He rises to his feet.

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

He starts out.

202. MEDIUM SHOT

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

CONWAY
(calling)
George!

Starts after him.

INT. CORRIDOR

203. MEDIUM SHOT

As George strides determinedly out into the hall, yelling.

GEORGE
Chang! Chang!

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

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

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

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

GEORGE
Let me go, Bob!

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

CONWAY
George, come back!

GEORGE
Chang! Chang! Chang!

George spies another servant.

GEORGE
Come here, you! Come here!

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

CONWAY
George, you idiot!

George reels for a moment and slumps to the floor.

204. CLOSE SHOT

As the others trail in.

BARNARD
Had to sock him, eh?

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

DISSOLVE TO:

INT. CONWAY'S ROOM

MED. CLOSE SHOT

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

GEORGE
Let me up! Let me up!

CONWAY
All right. Sorry, George.

George groans and turns away.

MED. SHOT TOWARD DOOR

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

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

Conway shrugs.

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

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

CONWAY
Mr. Chang!

Chang enters scene, beaming charmingly.

CONWAY
Do you mind stepping in here for a
moment?

207. FULL SHOT

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

CONWAY
Won't you sit down?

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

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

208. CLOSE SHOT - BARNARD, LOVETT AND GLORIA

As Conway's voice continues, talking to Chang:

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

MED. SHOT - GROUP

CONWAY STILL CONTINUING:

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

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

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

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

BARNARD
Yeah. I though you ran this joint.

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

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

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

LOVETT
Yes.

BARNARD
Sounds like a stall to me.

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

CHANG
The only one.

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

CHANG
The High Lama arranges everything,
Mr. Conway.

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

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

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

INT. CORRIDOR IN HIGH LAMA'S QUARTERS

MED. TRUCKING SHOT

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

MED. CLOSE SHOT

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

INT. HIGH LAMA'S CHAMBER

212. MED. SHOT

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

CLOSE SHOT AT DOOR

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

214. FULL SHOT

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

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

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

CLOSE SHOT - CONWAY

He stares, motionless, at the eerie vision.

MED. SHOT OF ROOM

HIGH LAMA
Please come in.

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

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

CONWAY
Are you the High Lama?

HIGH LAMA
Yes.

CLOSE SHOT - THE TWO

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

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

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

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

CLOSE-UP - CONWAY

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

CLOSE SHOT - THE TWO

HIGH LAMA
What is it, my son?

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

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

Conway evinces surprise.

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

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

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

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

HIGH LAMA
Sondra Bizet.

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

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

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

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

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

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

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

CONWAY
(scarcely audible)
I understand you, Father.

Conway kisses the High Lama's hand.

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

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

INT. UPPER CHAMBER

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

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

DISSOLVE TO:

INT. LOWER CORRIDOR

221. MED. SHOT

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

222. MED. CLOSE SHOT NEAR GARDEN DOOR

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

AD-LIB
We thought you were never coming
back!

What'd you find out?

When do we leave?

Conway stares at them blankly.

GEORGE
What about the porters?

CONWAY
(vaguely)
Porters?

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

CONWAY
Why - I'm sorry - but I—

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

AD-LIB
What were you doing all this time?

You've been gone for hours.

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

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

He leaves them.

EXT. GARDEN - NIGHT

MED. CLOSE SHOT

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

224. CLOSE-UP - GEORGE IN DOORWAY

He stares at his brother, off, fearfully.

EXT. SOMEWHERE IN THE VALLEY

225. FULL SHOT

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

226. MED. TRUCKING SHOT WITH CONWAY

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

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

EXT. SOMEWHERE IN THE VALLEY - DAY

227. FULL SHOT

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

MED. TRUCKING SHOT

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

CLOSE SHOT - CONWAY

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

230. LONG SHOT

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

CLOSE SHOT - CONWAY

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

232. MED. SHOT

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

CLOSE SHOT - SONDRA

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

CLOSE SHOT - CONWAY

He smiles also.

CONWAY
Do you mind?

235. WIDER ANGLE

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

SONDRA
This is Mr. Conway, children.

236. MED. SHOT

In unison the twenty children curtsey.

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

CONWAY
How do you do?

CHILDREN
Very well, thank you.

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

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

CLOSE-UP - CONWAY

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

CLOSE-UP - SONDRA

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

239. MED. SHOT

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

SONDRA
Do you mind?

Conway snaps out of his reverie and jumps forward.

CONWAY
Not at all.

He takes the baton from her.

SONDRA
Thank you.

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

CLOSE SHOT - CONWAY

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

241. MED. SHOT

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

MED. CLOSE TRUCKING SHOT

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

CLOSE SHOT - SONDRA

As she laughs heartily.

CLOSE SHOT - CONWAY

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

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

245. MED. SHOT - CONWAY AND SONDRA

Favoring Conway.

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

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

CONWAY
hope you'll forgive me for—

He hears curious, fluttering music coming from somewhere.

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

SONDRA
Oh, you mean my pigeons.

THE CAMERA SHOWS PIGEONS swirling overhead.

Sondra pulls a miniature flute from one of her pocket.

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

They exit scene.

INT. PIGEON HOUSE

MED. CLOSE SHOT

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

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

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

CONWAY
(wonderingly)
Was this your idea?

SONDRA
Yes. Hold this pigeon.

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

SONDRA
That was easy. I read your books.

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

SONDRA
I saw a man whose life was empty.

CONWAY
A man whose life was empty!

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

Conway scrutinizes her face intently.

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

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

SONDRA
(after a pause)
Yes.

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

She laughs merrily and shakes his hand.

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

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

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

DISSOLVE TO:

EXT. SOMEWHERE ON TOP OF A HILL

MEDIUM TRUCKING SHOT

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

CLOSER TRUCKING SHOT

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

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

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

CONWAY
Thank you.

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

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

SONDRA
Yes, I know.

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

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

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

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

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

CONWAY
(wonderingly)
It's inconceivable.

SONDRA
What is?

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

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

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

SONDRA
I'm so glad.

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

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

CONWAY
I wonder.

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

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

She laughs as they exit scene.

EXT. SOMEWHERE IN SHANGRI-LA

250. TRUCKING SHOT

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

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

BARNARD
Just call me Barney.

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

BARNARD
Okay, Lovey.

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

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

LOVETT
(alarmed at first)
Horns?

Barnard points to sheepherders with their long horns.

BARNARD
(chuckles)
Yeah. You know.

LOVETT
Horns? What kind of horns?

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

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

DISSOLVE TO:

EXT. A WATERFALL

251. MEDIUM SHOT

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

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

NATIVE GIRL
Please sit down.

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

252. CLOSE SHOT

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

LOVETT
Mr. Barnard?

253. MEDIUM SHOT

Favoring Barnard as Lovett comes into view.

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

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

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

LOVETT
And be poisoned out here in the
open?

BARNARD
Certainly not!

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

LOVETT
I never drink wine in the daytime.

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

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

NATIVE GIRL
No.

DISSOLVE TO:

EXT. A CLEARING

254. FULL SHOT

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

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

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

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

BARNARD
Come on, Lovey.

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

BARNARD
In a quandary.

They all laugh.

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

CHILD IN THE AUDIENCE

Who slept in their beds?

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

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

DISSOLVE TO:

INT. LOVETT'S BEDROOM

255. CLOSE SHOT

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

INSERT:

APRIL 4TH

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

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

INSERT:

—OR TWO.

EXT. GARDEN - DAY

MED. SHOT (MOVING)

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

GEORGE
Hello, Maria.

He fumbles for a cigarette.

MED. CLOSE SHOT

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

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

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

GEORGE
(after a pause)
Perhaps.

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

GEORGE
All right, I'll be there.

MARIA
(happily)
Thank you.

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

CLOSE-UP - MARIA

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

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

She runs off, frightened.

INT. ELSEWHERE IN THE GARDEN

MED. CLOSE SHOT

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

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

SONDRA
Bump?

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

She gives him a pinch.

CONWAY
Ouch!

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

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

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

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

SONDRA
Why?

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

SONDRA
Struggling, why?

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

SONDRA
Why?

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

SONDRA
I was just going to.

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

SONDRA
(joining in)
Why, mother?

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

Sondra laughs heartily.

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

CONWAY
I'd love it!

SONDRA
Why?

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

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

He hesitates, studying her intently.

260. CLOSE-UP

They kiss.

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

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

They kiss again.

DISSOLVE TO:

INT. LIVING ROOM

261. MEDIUM SHOT

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

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

CHANG
Yes.

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

CHANG
You've very kind Mr. Lovett.

CLOSE SHOT - THE TWO

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

CHANG
Oh, I'm so glad.

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

CHANG
Why, no.

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

CHANG
Now, what would you like to do?

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

CHANG
Splendid!

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

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

LOVETT
Oh, immediately.

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

LOVETT
Oh, thank you. Thank you!

CHANG
Thank you.

EXTERIOR GARDEN

263. MEDIUM SHOT

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

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

CLOSER SHOT - THE TWO

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

BARNARD
Think of it! In times like these.

CONWAY
Say, what about that gold deal?

BARNARD
Huh?

CONWAY
Gold. You were going to—

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

CONWAY
All right.

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

CLOSE-UP - CONWAY

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

CONWAY
George.

MED. LONG SHOT

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

CONWAY
George!

George keeps on going and Conway runs toward him.

MED. CLOSE SHOT

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

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

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

And releasing his arm, he leaves Conway abruptly.

CLOSE-UP - CONWAY

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

FADE OUT:

FADE IN:

INT. LIVING ROOM

269. MEDIUM SHOT

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

CHANG
I'm afraid that does it.

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

CONWAY
Yes. I'm afraid it does.

CHANG
Shall we have another?

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

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

CHANG
Come in, my dear.

CLOSE SHOT - MARIA

In doorway. She seems slightly embarrassed.

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

She leaves.

271. CLOSE SHOT - CONWAY AND CHANG

CHANG
Charming, isn't she?

CONWAY
Yes, charming.

CHANG
Your brother seems quite fascinated
by her.

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

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

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

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

CONWAY
Suppose she should leave it?

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

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

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

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

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

They are interrupted by the entrance of George.

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

272. WIDER ANGLE

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

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

273. THREE SHOT - FAVORING GEORGE

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

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

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

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

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

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

INT. HIGH LAMA'S CHAMBER

274. MEDIUM SHOT

Conway sits in the same place before the Lama.

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

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

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

CONWAY
Mine?

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

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

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

CLOSE-UP - CONWAY AND LAMA

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

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

CONWAY
Do you think this will come in my
time?

MED. CLOSE SHOT - THE TWO

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

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

277. CLOSE SHOT - THE HIGH LAMA

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

CLOSE-UP - CONWAY

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

279. MEDIUM SHOT

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

DISSOLVE TO:

INT. BARNARD'S ROOM

280. MEDIUM SHOT

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

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

GLORIA
Pipes? Where are you going to get
pipes?

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

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

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

BARNARD
Leaving?

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

BARNARD
When are you going to start?

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

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

GEORGE
You mean you don't want to go?

BARNARD
Well - I'm—

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

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

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

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

GLORIA
(beaming)
If you want me to!

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

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

As he starts out, Lovett enters.

GEORGE
How about you? Do you want to go?

LOVETT
Go? Where?

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

281. CLOSE TWO SHOT - GEORGE AND LOVETT

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

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

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

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

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

BARNARD
Lovey!

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

MED. CLOSE SHOT

As Lovett joins the two on the floor.

LOVETT
Hello, Gloria.

GLORIA
Hello.

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

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

He proudly displays his map.

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

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

As all three heads go into a huddle.

INT. CONWAY'S ROOM

283. CLOSE SHOT

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

284. LONG SHOT

Shooting over his shoulder.

Getting his view of the magisterial procession.

285. CLOSE SHOT

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

CLOSE SHOT - AT DOOR

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

GEORGE
(softly)
Bob—

287. MEDIUM SHOT

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

CONWAY
(a murmur)
Hello, George.

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

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

He closes the window.

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

CLOSE SHOT - THE TWO

CONWAY
You can't leave, George.

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

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

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

Conway combats an impulse to tell him the whole story.

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

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

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

While he is speaking, we slowly

DISSOLVE TO:

289. SAME SCENE:

As Conway is concluding his story.

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

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

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

CONWAY
So you think I'm mad?

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

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

MED. SHOT - THE TWO

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

CONWAY
I don't need any proof.

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

CONWAY
Is that all my story meant to you?

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

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

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

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

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

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

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

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

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

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

CONWAY
(a murmur)
Oh, George . . .

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

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

GEORGE
I'd go mad!

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

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

They shake hands warmly. George turns to leave.

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

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

CONWAY
(glances up -
surprised)
Maria?

GEORGE
Yes, the little Russian girl.

CONWAY
What's she got to do with it?

GEORGE
She's going with me.

Conway looks his extreme amazement.

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

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

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

GEORGE
(confidently)
Why not?

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

GEORGE
(slowly)
What do you mean - "fade away like
an echo"?

CONWAY
She came here in 1888!

CLOSE SHOT - THE TWO

Favoring George. He laughs hollowly. He runs his hand
through his hair. He stares unbelievingly at Conway.

GEORGE
This would be funny - if it wasn't
so pathetic. Why, she isn't a day
over twenty!

CONWAY
You're wrong, George.

GEORGE
I'm not wrong. She told me so.
Besides, she wouldn't have to tell
me. I'd know anyway.
(significantly)
I found out a lot of things last
night.
(quickly)
I'm not ashamed of it either. It's
probably one of the few decent
things that's ever happened in
this hellish place.

MED. CLOSE SHOT - THE TWO

Conway stares at him.

GEORGE
(cynically)
So everyone is serenely happy in
Shangri-La? Nobody would ever think
of leaving?
(vehemently)
It's all just so much rot! She's
pleaded with me ever since I came
here to take her away from this
awful place. She's cried in my
arms for hours, for fear I'd leave
her behind. And what's more, she's
made two trips to the plateau to
bribe the porters - for me!

CONWAY
(doesn't want to
believe it)
I don't believe it! I don't believe
a word of it!

GEORGE
All right. I'll prove it to you!
You believe everything they've
told you - without proof! I'll
prove my story!

As he speaks he has crossed to door leading to adjoining
room. Conway's eyes are glued on him.

GEORGE
Come in a minute.

After a few seconds Maria appears in the doorway and stands
there timidly.

GEORGE
Come in.

She steps forward.

MED. SHOT - THE THREE

GEORGE
(shrewdly)
I've got some bad news for you,
Maria. My brother and I have decided
we can't take you along.

Maria's face collapses.

MARIA
(small, frightened
voice)
You can't take me?

She rushes to George and throws her arms around him.

MARIA
But you promised me! You promised
to take me with you!

Over her shoulder George looks victoriously at Conway, who
cannot believe his ears. Suddenly Maria wheels on Conway.

MARIA
It's all your fault! It was all
arranged until he spoke to you!
Why can't you leave us alone?

CONWAY
Do you mean to tell me you want to
leave Shangri-La?

MARIA
I'll die if I have to stay here
another minute! I've waited a long
time for this chance to go, and
you're not going to stop me now.
If I have to, I'll go alone. It
was I who bribed the porters. If
it weren't for me, you'd never get
out!

CONWAY
I thought the porters had
instructions from the High Lama
not to take anyone.

MARIA
The High Lama? Who pays any
attention to him? The porters laugh
at the High Lama. All they want to
know is how much gold he will give
them. Well, I gave them more gold.
I've been stealing it for a year.
I'd do anything to get out of this
place. To get away from that High
Lama - the one who calls himself
Father Perrault! Why, he's been
insane for years!

CONWAY
Father Perrault is dead.

MARIA
He's dead? That's fine. You won't
see me shedding any tears over
him!
(pleading)
Oh George, you must take me with
you!

CONWAY
(quietly)
Aren't you afraid to leave? You
don't want to look like an old
woman, do you?

MARIA
Old woman? Chang told you that,
didn't he?

CONWAY
Yes.

MARIA
I thought so! He tells everyone
I'm old. He wants them to stay
away from me. He can't stand it
when anyone comes near. He's
punished me for every minute I've
spent with George. If it weren't
for him, I would have been out of
here long ago, but he always stops
me. Six months ago, I tried to
escape and he locked me in a dark
room. I nearly went crazy.
(pause)
Look at me, Mr. Conway, do I look
like an old woman? Is this the
skin of an old woman? Look into my
eyes and see if these are the eyes
of an old woman?

GEORGE
She was kidnapped and brought here
two years ago just as we were,
Bob.

CONWAY
(thrown)
I don't believe it! I can't believe
it. She's lying.
(wildly)
You're lying. You're lying! Every
word you've been saying is a lie!
Come on, say it!

He has backed her into a corner and is nearly throttling
her.

CONWAY
You're lying, aren't you?

MARIA
No, Mr. Conway, I'm not lying.
What reason could I have for lying?
The chances are that we'll never
come out of that horrible trip
alive, but I'd rather die out there
in a snowstorm and be buried alive,
than to stay here one more minute
now.

Thoroughly disillusioned, Conway emits a few cynical
chuckles - shakes his head - stares blankly for a moment.

CONWAY
(dead voice)
You say the porters are waiting
for us?

GEORGE
Yes.

CONWAY
The clothes?

GEORGE
(alertly)
Yes, everything!

CONWAY
What about the others?

GEORGE
I've already asked them. They're
afraid to make the trip. We'll
have to send an expedition back
after them.

CONWAY
(business-like)
Come on! We're wasting time!

Conway dashes around and collects his things.

MARIA
Are you taking me?

CONWAY
Yes, of course. Certainly. Come
on!

They start out the door and we . . .

DISSOLVE TO:

EXT. IN THE GARDEN

MED. CLOSE TRUCKING SHOT

Conway, George and Maria on their way out of the main
building. The funeral procession continues around them.
The two men walk together, Maria behind. George is cheerful
and buoyant.

GEORGE
It won't be long now before we're
in London. Can't you just see
everyone when we pop out of the
blue!

Conway's jaw is set grimly.

295. MED. SHOT

As Conway, George and Maria continue.

GEORGE
We'll have them breathless when
they hear our story.

While he speaks, Conway turns his head around, looking for
a glimpse of Sondra.

MEDIUM SHOT - CHANG

As he hurries out of the building and looks out at them
from a roof terrace.

297. CLOSE SHOT - MOVING WITH CONWAY

As he continues to look back in Sondra's direction, although
he keeps in step with George.

GEORGE'S VOICE
You had me worried for a while. I
thought you were gone completely.

Conway turns his head away.

THREE SHOT (MOVING)

Conway, George and Maria. George glances up at Conway.

GEORGE
(sincerely - grinning)
Lucky thing for me you snapped out
of it, too. You saved my life. I
never could have made it alone.

CONWAY
What was that?

GEORGE
was saying—

CONWAY
Can't you shut up? Must you go on
babbling like an idiot?

George looks up, startled.

299. LONG SHOT

Sondra has come running out to stand anxiously beside Chang.

MED. CLOSE SHOT

Sondra and Chang.

SONDRA
What's happened? Where's Bob?

CHANG
He's going, my child.

SONDRA
Going?

CHANG
But he will return.

SONDRA
Oh no! No! Bob!

Shouting, she rushes off and the CAMERA FOLLOWS HER as she
races down a long flight of stairs, calling out Conway's
name.

TRUCKING CLOSE-UP - SONDRA

As she runs, calling out Conway's name and weeping.

SERIES OF SHOTS

Showing Conway, George and Maria - accompanied by a dozen
or more porters - as they approach the mountain opening
where they first entered Shangri-La.

CLOSE-UP - CONWAY

He hesitates at the opening, looks back one more time. His
eyes show confusion and defeat. George, ahead, calls out
to him to hurry.

304. TRUCKING MEDIUM SHOT - SONDRA

As she stumbles up the trail to the opening, minutes behind.
The wind howls on the other side. She cries and weeps,
calling out Conway's name, but he can no longer be seen.

DISSOLVE TO:

SERIES OF SHOTS

Which should be a group of portraits - showing the group's
seemingly impossible journey back to civilization. These
pictures should be accompanied by music in the appropriate
mood.

306. NIGHT SHOT

Accompanied by the porters, they trudge laboriously through
snow-ridden plains.

DISSOLVE TO:

307. DAY

The whole caravan are seen in the distance, clambering up
a mountain-side - hoisted by ropes.

DISSOLVE TO:

308. NIGHT

In the middle of a vast plain. They attempt to put up tents,
which proves futile, as a raging snowstorm rips the canvas
from its moorings.

DISSOLVE TO:

309. DAY

The large group are seen lowering themselves in single
file down a ledge alongside a ravine. The wind howls.

DISSOLVE TO:

310. DAY

A mountain pass somewhere with a hailstorm swiping viciously
across their faces. They edge their way pre-cautiously
across a narrow ledge. Suddenly the girl loses her bearings -
slips - screams - and is caught by Conway just in time to
save her from falling down the side of the jagged mountain.

DISSOLVE TO:

MED. SHOT - NIGHT

Maria has one arm around George and the other around Conway -
limping. She has her head down. They trudge silently. The
porters are off in the distance, leaving them behind.

MARIA
(collapsing)
I can't stand it. I can't go on
anymore! I've got to rest.

She stumbles and they help her up. George looks off toward
the porters helplessly.

MARIA
(hysterical)
How long is this going to go on? I
can't stand it, I say.

312. MED. SHOT

Of the porters, laughing at their distress.

MED. SHOT - THE THREE

GEORGE
Bob, can't you get them to wait
for us? They're leaving us farther
behind every day.

CONWAY
There's nothing that would suit
them better than to lose us, but
we must go on.
(to Maria - gently)
Come on.

MARIA
No, I can't! I can't! You've got
to let me rest! You've got to let
me rest!

CONWAY
(calling out to the
porters)
Hey!

314. MED. SHOT

Of the porters, still laughing. The lead porter whips out
a gun and fires at them for sport.

MED. SHOT - THE THREE

They are in no danger. The porters are too far off.

GEORGE
(contemptuously)
Target practice again! One of these
days they're going to hit us.

CONWAY
(wryly)
As long as they keep on aiming at
us, we're safe.
(to Maria)
Come now, child.

They start to move again.

316. MED. SHOT

Of the porters. They are still laughing, and now others
have drawn out their guns. Firing off wildly, they trigger
an ominous thunder overhead.

MED. SHOT - THE THREE

Looking up, they see an avalanche beginning.

SERIES OF SHOTS

Of the avalanche, picking up strength and fury as it crashes
downhill, sweeping over the porters and crushing them to
death.

CLOSE SHOT - THE THREE

An immense silence comes over them. Conway and George can
only stare, dazed and frightened. The only sound is Maria,
sobbing.

DISSOLVE TO:

MEDIUM SHOT - DAY

A scene in which Conway carries the girl on his back. George
walks behind. The wind continues to howl.

CLOSE-UP - GEORGE

Staring at the girl's face as it hangs over Conway's back.
Suddenly, his eyes widen.

CLOSE-UP - MARIA

A distorted view of her. Youth and beauty seem to be
vanishing.

CLOSE-UP - GEORGE

His eyes are glued on her.

GEORGE
(a frightened whisper)
Bob! Bob! Look at her face, Bob!
Her face! Look at her face!

DISSOLVE TO:

MEDIUM SHOT - NIGHT

On the backs of the two men, who bend over Maria. CAMERA
DRAWS BACK as they straighten up. Both stare down aghast
at the girl, whom we do not see.

325. ANOTHER ANGLE

To include the girl.

MED. SHOT OF THE THREE

The only illumination comes from the moon. We cannot get a
clear view of her face. But what we see seems to us to be
small, withered and aged. She is dead. The men stare at
her intently.

CLOSE SHOT - THE TWO MEN

Who watch her, immobile. George looks despairing. Slowly
his head turns toward the cliff behind him - and his eyes
become alert with an idea. His face lights up with great
determination. He lets out a piteous howl, and breaks away,
racing out of scene.

Conway turns sharply and is horrified.

CONWAY
George! George!

SERIES OF SHOTS

George stumbling toward the cliff, Conway chasing him.
George, falling head over heels, rocking on the edge -
then plummeting over, falling down, down into the darkness.

329. WIDER SHOT

Conway, at the end of the cliff, peering starkly downward.

DISSOLVE TO:

SERIES OF SHOTS

As Conway soldiers on, alone, through howling wind and
snow.

DISSOLVE TO:

MED. SHOT - NIGHT

On Conway, struggling against a cyclonic wind. He tops a
rise, stumbles, falls over, and rolls down the mountainside,
until finally he comes to a stop, mounded by snow. Slowly,
he begins to rise and start again.

DISSOLVE TO:

332. DAWN

As the sun comes up, Conway emerges from the whiteness,
feeling his way forward with a walking stick. He walks
with the pain and effort of a blind man, and just as he
manages to cross a bridge spanning a great chasm, the bridge
collapses. He stumbles on.

DISSOLVE TO:

333. DAY

Conway, looking haggard and more dead than alive, stumbles
out onto more dry and level terrain. He collapses to the
ground.

EXT. NATIVE VILLAGE - DAY

334. MEDIUM SHOT

A group of Chinese in front of huts. They look up, see
something off and commence shouting excitedly in their
native tongue.

MEDIUM LONG SHOT

Conway's body from their angle.

DISSOLVE TO:

SERIES OF SHOTS

NEWSPAPER HEADLINES:

"Conway Found Alive in Chinese Mission"

Similar headlines follow. Newsboys hawk bulletin editions
to milling crowds. Top-level government dignitaries confer.

FADE OUT:

FADE IN:

INT. FOREIGN OFFICE

FULL SHOT - OUTER SECTION

CAMERA MOVES FORWARD passing a series of desks and clerks
until it reaches a clerk who is opening several cablegrams.
Finally he comes to one which causes his eyes to pop.
Muttering something under his breath which sounds like
"Good heavens!" - and without taking his eyes off the
cablegram, he rises and starts away.

338. MED. TRUCKING SHOT - CLERK

As he strides across to the end of the outer office - to a
glass-panelled door upon which we read "ASSISTANT TO THE
FOREIGN SECRETARY" - through which he disappears.

INT. OFFICE OF ASSISTANT

339. FULL SHOT

As the clerk enters, full of excitement.

CLERK
Cable from Gainsford.

ASSISTANT SECRETARY
Oh, read it!

CLERK
(reading)
"Leaving today for London with
Conway aboard S.S. Manchuria. Conway
can tell nothing of his experiences.
Is suffering from complete loss of
memory. Signed, Gainsford."

ONE OF THE OTHERS IN THE ROOM
Loss of memory?

ASSISTANT SECRETARY
All right, give it to the press.

CLERK
All of it?

ASSISTANT SECRETARY
Yes. Might as well - all of it.

CLERK
Yes, sir.

ASSISTANT SECRETARY
I'll dispatch a convoy to meet
him.

SERIES OF SHOTS

More newspaper headlines reporting that Conway has amnesia
and other details of his homeward journey.

FADE OUT:

FADE IN:

INT. OFFICE OF ASSISTANT

341. FULL SHOT

Another clerk enters with haste, bearing another cablegram.

CLERK
Conway's gone again! Run out! Listen
to this! From Gainsford.

ASSISTANT SECRETARY
Let me have it.
(takes it and reads
aloud)
"Aboard the S.S. Manchuria. Last
night Conway seemed to recover his
memory. Kept talking about Shangri-
La, telling a fantastic story about
a place in Tibet. Insisted upon
returning there at once. Locked
him in room but he escaped us and
jumped ship during night at
Singapore. Am leaving ship myself
to overtake him, as fearful of his
condition. Wrote down details of
Conway's story about Shangri-La
which I am forwarding. Lord
Gainsford."

SERIES OF SHOTS

More newspaper headlines indicating Gainsford has abandoned
his pursuit of Conway and returned to London.

FADE OUT:

FADE IN:

INT. A GRILL ROOM OF A FASHIONABLE CLUB

343. FULL SHOT

A scattering of men are present - some at the bar - others
at tables.

MED. SHOT IN A BOOTH

Several men are seated.

CARSTAIRS
(looking off)
Here's Gainsford now.

They all look off.

345. LONG SHOT

From their view. We see Gainsford standing in the doorway,
looking around. He spies them and starts forward.

346. MEDIUM SHOT

As Gainsford arrives at the booth. The men rise with
extended hands.

AD-LIB
Well, it's good to see you back,
Lord Gainsford! Thought you were
never coming.

MEEKER
Will you have a drink? Sit down.

MED. CLOSE SHOT AT TABLE

As Gainsford shakes hands with them, and sits down.

GAINSFORD
Yes. Scotch and soda. I'm parched.

ROBERTSON
Here you are, ready and waiting.

He pushes on in front of him.

CARSTAIRS
We're most eager to know what you've
discovered.

AD-LIB
Any news of Conway?

Where is he?

Did you bring him back?

All this is said as Gainsford drains his glass.

GAINSFORD
(setting glass down)
Gentlemen, you see before you a
very weary old man, who has just
ended a chase that lasted nearly
ten months.

MEEKER
Do you mean to tell me you never
caught up with him?

GAINSFORD
Since that night that he jumped
off the ship until two weeks ago,
I've been missing him by inches.

WYNANT
You don't mean it!

AD-LIB
Think of it!

ROBERTSON
He was as determined as that to
get back?

GAINSFORD
Determined! Gentlemen, in the whole
course of my life, I have never
encountered anything so grim. During
these last ten months, that man
has done the most astounding things.
He learned how to fly, stole an
army plane and got caught, put
into jail, escaped . . . all in an
amazingly short space of time. But
this was only the beginning of his
adventures.
(leaning forward)
He begged, cajoled, fought, always
pushing forward to the Tibetan
frontier. Everywhere I went, I
heard the most amazing stories of
the man's adventures. Positively
astounding. Until eventually, I
trailed him to the most extreme
outpost in Tibet.

CLOSE GROUP SHOT

Favoring the other men, as Gainsford continues.

GAINSFORD
Of course he had already gone. But
his memory - ah - his memory will
live with those natives for the
rest of their lives. The Man Who
Was Not Human, they called him.
They'll never forget the devil-
eyed stranger who six times tried
to go over a mountain pass where
no other human being dared to
travel, and six times was forced
back by the severest storms. They'll
never forget the madman who stole
their food and clothing - whom
they locked up in their barracks -
but who fought six of their guards
to escape.

MED. CLOSE GROUP SHOT

Gainsford still continues.

GAINSFORD
Why, their soldiers are still
talking about their pursuit to
overtake him, and shuddering at
the memory. He led them the wildest
chase through their own country,
and finally he disappeared over
that very mountain pass that they
themselves dared not travel.
(takes a drink)
And that, gentlemen, was the last
that any known human being saw of
Robert Conway.

WYNANT
Think of it!

CARSTAIRS
By jove, that's what I call
fortitude!

ROBERTSON
Tell me something, Gainsford. What
do you think of his talk about
Shangri-La? Do you believe it?

GAINSFORD
(thinks a moment)
Yes - yes, I believe it.
(sincerely)
I believe it, because I want to
believe it.

They all watch his face, impressed by his tone.

CLOSE SHOT - GAINSFORD

As he lifts his glass.

GAINSFORD
Gentlemen, I give you a toast.
Here is my hope that Robert Conway
will find his Shangri-La!

CLOSE GROUP SHOT

They all raise their glasses.

GAINSFORD
(softly)
Here is my hope that we all find
our Shangri-La.

They are all impressed by the sincerity in his voice - and
as their glasses come together - CAMERA MOVES UP TO A CLOSE-
UP OF THEM - and as the music starts - the picture

DISSOLVES TO:

EXT. SOMEWHERE IN TIBET - NIGHT

352. CLOSE-UP

MOVING IN FRONT OF CONWAY - as he walks forward with a
steady step - his head held high - his eyes sparkling -
snow pelting his face.

353. LONG SHOT

Over his silhouetted back.

As he walks away from the CAMERA, and we STAY WITH HIM a
long time as he approaches a hill.

DISSOLVE TO:

ANOTHER LONG SHOT

He has now ascended to the middle of the steep hill - his
gait unchanged. THE CAMERA PANS UP to the summit of the
incline - and we see that beyond it the horizon is filled
with a strange warm light. Conway's figure - in silhouette -
disappears over the hill - bells ring - and as the music
begins to swell.

FADE OUT:

THE END

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