INDIANA JONES and the TEMPLE of DOOM

                                 STORY BY:

                               GEORGE LUCAS


                               SCREENPLAY BY:

                               WILLARD HUYCK
                                    AND
                                GLORIA KATZ





        TM* & (c) Lucasfilm Ltd., 1984


                                --------------

       FADE IN:

1.     INT.  "THE DRAGON" NIGHTCLUB - NIGHT                            1.

       A Chinese GONG SOUNDS and the glittering doors of an art Deco pa-
       poda slide open to reveal a mammoth silver stairway down which
       rows of beautiful women start descending   (BEGIN MAIN TITLES)

       The lovely ladies are a mix of races and they sing a strange,
       haunting melody -- one might think them a heavenly choir, if it
       weren't for their sexy, clinging lame gowns.

2.     INT.  CLUB ENTRANCE                                             2.

       From the ethereal beauties, we cut to a street urchin's dirty
       face: SHORT ROUND is a ten-year-old Chinese kis wearing a beat-
       up American baseball cap.

       Sneaking into the club, Short Round weaves past the fancy gowns
       and silk suits, heading toward the music in the main ballroom.

3.     INT.  THE BALLROOM                                              3.

       Short Round enters and stares across the smoky nightclub.  On the
       stage, he sees a giant paper-mache dragon laying curled around
       the pagoda.

       Now, the dragon's eyes light up, its nostrils exhale smoke and
       its enormous jaws open.  Out of the dragon's mouth walks the star
       of the stage show:

       WILLIE SCOTT, a dreamy beauty singing a sultry solo white the or-
       chestra wails the accompaniment.

       But Short Round's not here to ogle crooning dames.  He surveys
       the rich Chinese, American and European revelers.  Jewels flash
       and champagne flows.  Short Round finally spots a table of
       somber-looking Chinese men in suits.

       Short Round chews gum and stares at the men.  Then he turns to
       go.  WU HAN, a waiter with a scar across his cheek, watches Short
       Round leave.

4.     INT.  CLUB ENTRANCE                                            4.

       As Short Round hurries toward the exit, he bumps into a man in a
       tuxedo entering the club.  Short Round looks up at the man, but
       we don't see his face.

       Then Short Round is grabbed by the scruff of his neck and a door-
       man hustles him out the door, Short Round yelling insults all the
       way.

       A maitre d' apologizes to the man in the tuxedo and two hat-check
       girls smile at him familiarly as he continues into the ballroom.
       We notice something incongruous:  the man in the tuxedo is wear-
       ing work boots caked with mud.

5.     INT.  THE BALLROOM                                             5.

       The man in the tuxedo stops to watch Willie Scott singing sexily
       on the stage.  Then he looks around and sees the table of somber
       Chinese men that Short Round spotted earlier.

       As the man in the tuxedo walks toward the table, he removes a
       cigarette from a silver case.  He arrives at the table just as
       the chorus and orchestra reach a crescendo --

       And on the stage, a glistening, muscular slave swings a huge ham-
       mer toward an enormous brass gong --

       The man in the tuxedo leans to receive a light from a cigarette-
       girl and, as the GONG BOOMS, the match flares to reveal his face
       for the first time:

       It's INDIANA JONES.  Elegant in a tuxedo -- dressed to kill.  The
       TITLES END and over this a legend appears on the screen:

                                SHANGHAI - 1935

       At the table, the four Chinese man in suits stare coldly at Indi-
       ana.

                                   LAO
                       Dr. Jones.

                                   INDIANA
                       Lao She.

                                   LAO
                       Nee chin lie how ma?

       Lao's men laugh and assume that Indy doesn't understand his joke.

                                   INDIANA
                       Wah hung how, nee nah?  Wah hwey
                       hung jing chee jah loo nee kao
                       soo wah shu shu.

       LAO SHE looks angry and his men's smiles fade.

                                   LAO
                       You never told me you spoke my
                       language, Dr. Jones.

                                   INDIANA
                       I don't like to show off.

       Indiana takes a seat across the table from Shanghai's notorious
       crime-lord.  Lao is fifty, wealthy enough to now display some
       fat, but still muscular from his fight to the top of the garbage
       heap.

                                   LAO
                       For this special occasion, I
                       ordered champagne and caviar.

       Indiana looks at the pile of caviar on the plate in front of him
       -- and stubs his cigarette out in it.  The cigarette sizzles and
       Lao's smiles dies with it.

       There's applause as Wille Scott finishes her song.  At the
       table, Lao stares at Indiana with a strange intensity.

                                   LAO
                       So, it is true, Dr. Jones?  you
                       found Nurhachi?

                                   INDIANA
                       Sure, I found him.  Then last
                       night I had a little trouble.
                       Somebody tried to slit my throat.

       Indiana looks across the table at Lao's son, CHEN, who resembles
       a bulldog and snarls like one now.

                                   INDIANA (Cont'd)
                       It was dark, but I think one of
                       your sons tried to get Nurhachi
                       without paying for him.

       Indy stares pointedly at Chen's recently bandaged hand.  Chen
       mutters and stands angrily -- Lao barks a command in Chinese and
       Chen sits down again.

                                   LAO
                       You have insulted my son.

                                   INDIANA
                       Next time I'll cut off more than
                       his finger.

                                   LAO
                       Dr. Jones -- I want Nurhachi.

       Lao pulls a wad of cash out of his pocket and puts it on the
       table.  Indiana glances at it.

                                   INDIANA
                       As I recall the deal was consid-
                       erably more.

       Now a pretty hand slips onto Lao's shoulder and he looks up to
       see Willie Scott.  Lao kisses her hand.  Willie is unaware of the
       explosive mood at the table and she smiles flirtaciously at Indi-
       ana.

                                   WILLIE
                                   (to Lao)
                       Aren't you going to introduce
                       us?

                                   LAO
                       This is Willie Scott.
                             (watching Indy)
                       And this is Indiana Jones, the
                       famous archaeologist.

       Willie sits down between Lao and Indy.  She takes out a small
       mirror to check her make-up.

                                   LAO (Cont'd)
                       Dr. Jones found Nurhachi for me
                       and is about to deliver him --
                       now.

       Lao nods across the table and Indy sees KAO KAN, Lao's second
       son, open his coat and remove a silver-plated pistol.  Indiana
       looks worried.  Willie doesn't notice as she fixes her make-up
       and coyly teases Indiana.

                                   WILLIE
                       Well -- I thought archaeologists
                       were always funny little men
                       searching for their mummies --
                                  (yelping)
                       Aaahhh!

       She looks down terrified at the knife Indy is poking against her
       ribs.

                                   WILLE (Cont'd)
                       I was only kidding, can't you
                       take a joke -- ?
                                  (to Lao)
                       Lao, he's got a knife!

                                   INDIANA
                       Put the gun away, sonny.

       Kao Kan glances at his father.  Lao finally nods to his son and
       he slips the pistol back into his pocket.

                                   INDIANA
                       Now I suggest you pay me what you
                       promised -- or your girlfriend
                       here is going to be squealing a
                       new tune.

       The ritzy patrons at the tables nearby are unaware of the tawdry
       drama quietly unfolding at this table.

       Willie eyes the blade and whimpers.  She looks imploringly at Lao
       and he slowly reaches into his pocket.  He puts ten gold coins
       next to the cash on the table.

       Indy leans forward to look at the gold coins -- so intently that
       he fails to notice Kao Kan spilling some powder into Indy's cham-
       pagne glass!

                                   INDIANA
                       Try again Lao -- the deal was
                       more.

       The knife pokes Willie and she whimpers again.  Lao reaches into
       another pocket and brings out a folded piece of rice paper -- he
       opens it and a large diamond and ruby spill out onto the table.

                                   INDIANA (Cont'd)
                       Bingo...you see, Lao, with a
                       but of persuasion, even you can
                       be an honest fellow.

       Indy smiles and jabs the knife into the middle of the table.
       Then he lifts his champagne glass in a toast to Lao -- who
       watches expectantly as Indiana moves the glass toward his lips --

       Suddenly Willie stands angrily, jostling Indy's arm so that he
       doesn't drink his champagne.

                                   WILLIE
                       Look at this!  He put a hole
                       in my dress from Paris!

       Lao sees Indy put his champagne glass down and he snarls at Wil-
       lie --

                                   LAO
                       Sit down!

       Willie quickly obeys.  Lao forces a smile at Indy and lifts his
       glass to seal the deal --

                                   LAO (Cont'd)
                       To your health, Dr. Jones.

       Lao sips hs champagne and watches hopefully as Indy picks up his
       glass and this time Indy does drink the champagne. Then he
       reaches for the cash --

       But Chen grins and puts a silver snuff bottle next to the cash,
       gold and jewels -- he tips the little bottle over and some white
       powder spills out of it --

                                   INDIANA
                       What's that?

                                   LAO
                       A bonus, Dr. Jones.  That is
                       poison.  You just drank the
                       rest of it.

       Indiana examines his champagne glass and sees a residue at the
       bottom of it.  He swallows and feels sick, wondering it it's fear
       or the poison already taking effect.

                                   LAO (Cont'd)
                       There is an antidote for this
                       poison.  You give me Nurhachi --
                       I give you the antidote.

       Indiana is sweating.  Willie looks at him and sees Indy's hand
       shaking.

                                   LAO (Cont'd)
                       The poison works fast, Dr. Jones.
                       Where is Nurhachi?

       Indiana finally reaches into his pocket.  Next to the cash, gold,
       jewels and poison, Indiana sets down a beautiful small box.  Lao
       and his men stare hypnotically at the exquisite gold and enamel
       box.

                                   WILLIE
                                (nervously)
                       This Nurhachi's a very small guy.

       Nobody pays any attention to her as Lao reaches for the box.

                                   INDIANA
                       Inside are the remains of Nur-
                       hachi -- the first Emperor of the
                       Manchu Dynasty.

       Lao opens the box carefully and stares reverently at the grey
       powder inside.

                                   INDIANA (Cont'd)
                       Now what about the antidote,
                       Lao.

                                   LAO
                             (holding the box)
                       At last I have the ashes of my
                       sacred ancestor!

                                   WILLIE
                       So, what's the big deal?  Let
                       me see it --

       Qillie grabs Lao's arm and some of the precious ashes spill out
       of the gold box.  Stunned by this desecration of his ancestor,
       Lao grabs Willie by the wrist and twists her arm --

                                   LAO
                       You fool!

                                   WILLIE
                       Ow, you're hurting me, you miser-
                       able little hood!

                                   INDIANA
                       Let go of her, Lao.  And give me
                       the antidote.

       Lao just laughs evilly -- until a waiter moves up behind Lao and
       the crimelord suddenly stiffens.  He lets go of Willie's wrist
       and raises his hands off the table.  Chen stops collecting the
       money and jewels.

       Kao Kan tenses and Indy smiles at Wu Han, the Chinese waiter with
       the scar, who is standing behind Lao.  Wu Han has a towel over
       his hand  --  under it, he has a pistol pressed against Lao's
       spine.

                                   INDIANA (Cont'd)
                              (smiling at Wu Han)
                       I like the service here.

                                   WILLIE
                                  (puzzled)
                       Hey, he's not a waiter...

                                   INDIANA
                       No, Wu Han's an old friend I
                       brought along.
                                   (to Lao)
                       So, the game's not over. Put
                       the antidote on the table, Lao.

       Lao carefully reaches into his pocket and puts a small glass vial
       of liquid next to the cash, gold, jewels, poison and sacred box.
       Indy looks relieved as he reaches for the vial of antidote --
       then he hears a muffled report!  And another!

       Wu Han groans and sways.  Indy starts to stand but Chen immedi-
       ately turns the smoking pistol with the silencer that he used to
       kill Wu Han -- Indy sees it pointed at him now and he remains in
       his seat.

       Kao Kan stands and grabs Wu Han, easing the phoney waiter into
       the chair he just vacated.  The muffled shooting hasn't attracted
       any attention.  The nightclub activity continues an Indy speaks
       emotionally to his dying friend.

                                   INDIANA
                       Wu Han  --  listen to me  --  I'm
                       going to get you out of here.

       In pain, Wu Han looks at Indy and struggles to speak --

                                   WU HAN
                       Not this time, my friend...
                             (smiling bravely)
                       I followed you on many adventures --
                       but into the great Unknown Mystery,
                       I go first, Indy...

       Wu Han dies and slumps forward.  Indiana is shattered by the
       death of his old friend.

                                   LAO
                       Don't be sad, Dr. Jones -- you
                       will soon join him.

       Indy's gaze shifts from his dead friend to Lao's sneering face.
       Then Indy sees the murderous Chen giggling perversely.  Indy's
       anger is compounded by the poison burning in his gut and his vis-
       ion of Chen's ugly face blurs into a double image --

       Indy stands up unsteadily.  Chen assumes he's about to keel over
       from the poison -- but Indy suddenly turns and grabs a real wai-
       ter at another table.  The waiter holds a long skewer of roasted
       pigeons that he's just set afire --

       Indy grabs the skewer of pigeons flambee and hurls is across the
       table!  Chen fires and misses -- and screams as the skewer stabs
       into his chest and the burning pigeons flame in front of his hor-
       rified face!

       This the other tables definitely notice.  There are screams and
       all hell breaks loose.  Indiana shoves past Willie and reaches
       for the vial on the table --

                                   INDIANA
                       The antidote -- !

       But he's grabbed from behind by Kao Kan.  Indy elbows the punk,
       reaches back and grabs his head -- and somersaults Kao Kan onto
       the table!

       As nubmer two son crashes into the table, the impact sends the
       Emperor Nurhachi's ashes billowing into Lao's stricken face!

       Indiana yells as he sees the vial of antidote rolling across the
       table -- and falling!

       Indiana dives and catches the antidote just before it hits the
       floor -- then Indy's hand is brutally stomped on by one of Lao's
       henchmen and the vial rolls away.

       Indiana angrily raises his head, smashing it up into the hench-
       man's groin -- the man howls like a banshee and hobbles away.
       
       Meanwhile, Willie watches Lao grabbing for cash from the table.
       Willie lunges past the pigeon-skewered Chen to snatch the jewels,
       but unfortunately Kao Kan knocks them off the table as he leaps
       to attack Indy.

       Indiana scrambles on his hands and knees after the rolling vial.
       People keep kicking it -- he almost has it when Willie runs into
       him, trips and lands on her back.

                                   INDIANA
                       Look out, damn it, I need that
                       antidote!

                                   WILLIE
                       Who cares?  Where's that diamond!

       Gunfire explodes and they both scramble in different directions.
       Indy dives through the fleeing nightclub patrons and slides be-
       hind a water-spewing fountain.  Water kicks up as Indy is shot at
       by Lao and his henchmen.

       Indy sees the vial of antidote kicked again and it spins across
       the marble floor -- feeling the poison, Indy shakes his head
       groddily and splashes water on his face.

       Meanwhile, Willie is chasing her diamond, shoving through the
       panicked crowd.  She spots the diamond!  Another elegantly
       dresses soman is bending to pick it up --

                                   WILLIE
                              (acidly polite)
                       Excuse me, but I believe that's
                       my diamond!

       Willie smiles and suddenly kicks the woman in the butt!  Willie
       reaches to get the diamond but not before the other woman tackles
       her.

       Behind the fountain, Indiana makes a break -- he runs and dives
       on top of a serving cart.  The wheeled cart hurtles toward an un-
       suspecting gunman, crashes into him from behind and sends him
       flying head first into a row of ice buckets.

       Nearby, Willie slugs the other lady in the jaw and grabs for the
       elusive diamond just as the ice buckets showers ice across the
       floor -- which camouflages the diamond!

                                   WILLIE
                       Aw nuts!

       Searching desperately for the jewel, Willie sees the vial of
       antidote spinning across the floor --as it slides by, she grabs
       it.

                                   INDIANA (O.S.)
                       Hey,doll!  Don't move!

       She sees Indy speeding by atop the serving cart.  Lao and his
       gunmen rush out to block the way.  Indy rolls off the cart and
       slides behind a potted palm as Lao's men open fire again.

                                   INDIANA (Cont'd)
                           (shouting to Willie)
                       Hey, don't go away!  I need that!

       Willie smiles meanly as she slips the vial down the front of her
       dress, thumbs her nose at Indiana and walks away.

                                   INDIANA (Cont'd)
                       If I wasn't dying, I'd kill her...

       Hiding behind the palm tree, Indiana looks around and spots a gi-
       ant statue at the side of the stage.  Indy makes a break for it.

       As the gunmen open fire, Indy springs onto a chair -- jumps onto
       a table -- and leaps onto the stage.  He grabs the golden broad-
       sword from the Chinese warrior statue!

       As bullets smash into the statue, Indiana hides behind it.  Then
       he jumps out and swings the large sword toward the enormous brass
       gong.

       The crimson cord holding the gong is SLASHED!  Indy slings the
       sword at his assailants and gives the three-meter-high gong a
       helpful shove --

       The giant gong rolls and echoes as it crashes down the marble
       steps.  Indiana ducks behind it as it gains momentum and rolls
       across the dance floor.

       Using the gong as an enormous shield, Indy evades the gunfire ex-
       ploding -- bullets ricochet off the rolling brass gong as Indy
       runs behind it.

       Ahead, Willie hurries toward an exit -- she hears something and
       turns -- her eyes go wide as she sees the mammoth gong bearing
       down on her!

       Willie yells as Indiana grabs her arm and pulls her behind the
       gong with him --

       Lao watches amazed as he and his gunmen dodge tables trying to
       get better firing positions -- and more henchmen come into the
       club now and start firing machine guns!

       As bullets clang against the gong, Indiana and Willie run behind
       it.  Willie hollers as they head directly for a towering, floor-
       to-ceiling window!

       Indiana grabs Willie around the waist and, after the huge gong
       crashes through the stained-glass window, they both fly after it!

6.     EXT.  "THE DRAGON" NIGHTCLUB - NIGHT                           6.

       In a shower of sparkling glass, the enormous gong sails out and
       crashes down a sloping green-tiled roof.  Indiana Jones and Wil-
       lie Scott hurtle into the night air after it!

       The gong rolls down the roof and they hit the tiles behind it,
       Indiana holding onto Willie as they roll one-over-the-other
       toward the edge -- Willie screams as they fall into thin air!

       Their entwined bodies plummet three stories:  ripping through a
       third-floor awning, crashing through an old man's mattress on a
       second-floor balcony --

       Finally they smash through the convertible top of a parked Duesen-
       berg and fall into the back seat!

7.     INT.  THE DUESENBERG                                           7.

       Willie sits up wide-eyed, speechless and amazed to be alive.
       Then she sees an equally astonished Short Round looking at them
       from the front seat.

                                   SHORT ROUND
                       Wow!  Holy smoke!  Crash landing!

                                   INDIANA
                       Step on it, Short Round!

                                   SHORT ROUND
                       Okey doke, Indy!  Hold onto your
                       potatoes!

       The twelve-year-old Chinese kid turns his baseball cap bill-
       backwards and steps on the gas!  The tires squeal as the car
       roars off --

                                   WILLIE
                       For crying out loud, a kid's driv-
                       ing the car?!

                                   INDIANA
                       Relax, I've been giving him lessons.

8.     EXT.  THE NIGHTCLUB - NIGHT                                    8.

       The Duesenberg races past the entrace to the nightclub as Lao
       and his man rush out and jump into two black sedans.  The sedans
       screech off in pursuit of the Duesenberg.

9.     INT.  THE DUESENBERG                                           9.

       As Short Round eagerly swerves around a corner, Willie holds on
       for dear life.  Indiana suddenly puts his hand down the front of
       Willie's dress --

                                   WILLIE
                       Listen, we just met for crissake!
                       I'm not that kind of gril!

                                   INDIANA
                       Don't get your hopes up -- where's
                       the antidote?

       Indiana withdraws his hand, having finally found the vial.  He
       opens is quickly, tips the vial to his lips and grimaces as he
       swallows the stuff.

                                   WILLIE
                       You don't look very good.

                                   INDIANA
                       Poison never agrees with me.
                              (shouting forward)
                       Pull a right, Short Round, and
                       head for the Wang Poo bridge!

                                   SHORT ROUND
                       Check!  Gotcha!

       As the car accelerates, Indy peers out the back window at their
       pursuers.  Willie notices her reflection in the side window --

                                   WILLIE
                       Look at what you've done to me!
                       I'm a mess!  My lipstick's smeared,
                       I broke two nails, I've got an aw-
                       ful run in my stocking -- !

       Gunfire suddenly explodes, bullets whizz through the canvas top
       and the rear window shatters and sprays glass!  Willie ducks and
       cringes terrified in the corner --

                                   INDIANA
                       Somehow I think you've got bigger
                       problems.

       Indy grabs his shoulder bag and pulls a pistol out of it.  He
       pokes the gun through the broken window and starts firing back at
       their pursuers -- then he turns and looks ahead.

                                   INDIANA (Cont'd)
                       There, Shorty!  Through the
                       tunnel!

       Through the windows we see the car racing into a tunnel.  Lights
       from the pursuing cars flash through the rear window and gunfire
       echoes in the tunnel.

                                   WILLIE
                       What're we going to do?!  Where're
                       we going?!

                                   INDIANA
                       The airport...No, look out,
                       Short Round!  Left, left!

       Indy reaches over the front seat and helps Short Round navigate.

10.    EXT.  A SHANGHAI SQUARE - NIGHT                                10.

       The Duesenberg tears around the square, followed by Lao's two se-
       dans.  People on the street dive for cover -- coolies pulling
       rickshaws go into hyper-jov --lanterns spanning the street crash
       down and are dragged behind the Duesenberg.  Bullets exlode and
       amazed prostitutes watch the cars zoom past.

11.    INT.  THE DUESENBERG - NIGHT                                   11.

       The chaotic chase continues -- bullets whine past and the shred-
       ded convertible top whips in the wind.

                                   INDIANA
                                 (shouting)
                       You got the tickets, Short Round?

                                   SHORT ROUND
                       Sure, Indy -- three tickets!
                       You, me and Wu Han --

       Shorty throws an envelope back and Indy looks at the three
       tickets.

                                   INDIANA
                                   (sadly)
                       Wu Han's not coming, Shorty.

       Unaware of what happened at the club, Short Round thinks a mo-
       ment.

                                   SHORT ROUND
                       Don't worry, Indy.  Short Round
                       number one bodyguard now!

       Willie reaches for the extra ticket.

                                   WILLIE
                       I'll take the extra ticket.
                              (grabbing it
                                 from Indy)
                       Where's this plane going anyway?

                                   INDIANA
                       Siam.

                                   WILLIE
                       Siam?  But I'm not dressed for
                       Siam...

12.    EXT. COUNTRY HIGHWAY - NIGHT                                   12.

       Leaving behind the squalid port, the Duesenberg flies along the
       highway through the trees.  In a moment, Lao's two sedans race
       by.

13.    EXT.  NANG TAO AIRFIELD - NIGHT                                13.

       The Duesenberg swings around a curve and skids through gravel to-
       ward the airfield.  In the distance there is a small terminal but
       Short Round wheels the car toward the cargo area --

       A two-engine passenger plane is revving its motors and the last
       passengers are boarding.  The Duesenberg squeals to a stop and
       Indy jumps out with Willie and Short Round right on his heels.

       A contingent of airport Military Police move to bar their way
       until WEBER, a heavy-set Englishman, runs up pufffing and shout-
       ing.

                                   WEBER
                       No, no, they're all right!
                       Let them through please.

                                   INDIANA
                       Thanks, Weber.

                                   WEBER
                       Dr. Jones, this is positively the
                       last time our airline can hold a
                       plane for you.  Now you must hurry!

       While Short Round grabs a small bag out of the car, Weber and a
       stewardess take their tickets and rush them all toward the air-
       plane.

       Meanwhile, the two sedans skid to a stop and Lao and his son Kao
       Kan jumpsout with their henchmen.  The puzzled military police
       advance on them usspiciously  --

       Realizing he's outnumbered, Lao instructs his men to stay back
       and to put away their weapons.

14.    EXT.  THE AIRPLANE                                             14.

       Willie and Short Round charge up the ladder and onto the plane.
       Indy pauses at the top of the steps to give Lao a cocky farewell
       salute.  Indy boards the plane and the co-pilot slams the door.

15.    EXT.  THE AIRFIELD                                             15.

       The plane starts taxiing.  By the cars, Lao is buffeted by the
       prop wash as he angrily watches the plane roll away.  Behind Lao,
       his son, Kao Kan, stares at the plane taking off  -- a look on Kao
       Kan's face indicates that he hasn't given up yet...

       The plane lifts off the airfield, silhouetted against the clouds
       and the first light of dawn.

                                                               CUT TO:

16.    EXT.  THE DKY - MORNING                                        16.

       The sun flashes above the horizon and the plane banks through
       white billowing clouds at it heads west.

17.    INT.  THE PLANE                                                17.

       A door opens at the rear of the plane and Indiana Jones exits
       wearing more familiar attire:  a beat-up leather jacket over a
       khaki shirt and a snap-brim hat.  He passes a dozen passengers as
       he moves up the aisle carrying his rolled-up tuzedo.

       In the first row, Willie is busy fixing her make-up.  Shorty sits
       in the seat across the aisle from her.  Indy comes up and drops
       his tuxedo onto the floor.

       Willie sees him hook his coiled bullwhip over a coat-peg.

                                   WILLIE
                       So, what're you supposed to be,
                       a lion tamer?

                                   INDIANA
                       Since I was nice enough to let
                       you tag along, why don't you give
                       your mouth a rest?  Okay, doll?

       Indy pats her leg -- she removes his hand and reaches down and
       picks up his tuxedo coat.  She slips it on.

                                   WILLIE
                       I'm freezing.  What do you mean,
                       tag along?  From the minute you
                       walked into that nightclub, you
                       haven't been able to keep your
                       eyes off me.

                                   INDIANA
                       Oh yeah?

       He smiles and tips his hat down over his eyes to go to sleep...

18.    INT.  THE COCKPIT                                              18.

       At the same moment, the Chinese co-pilot tips his hat up off his
       eyes -- and looks scared to death!  He exclaims in Chinese --

                                   CO-PILOT (*subtitled*)
                       Good lord!

       He and the pilot see two biplanes materialize out of the clouds
       and dive directly toward them!  Suddenly, machine gunfire erupts!

                                   PILOT (*subtitled)
                       Dive for the clouds!  Dive!

19.    EXT.  THE SKY - DAY                                            19.

       The DC-3 banks into the clouds as the two biplanes attack.  In
       the back seat of the first biplane, we see Kao Kan watching the
       DC-3 like a hawk about to bring down a sparrow.

20.    INT.  THE COCKPIT                                              20.

       The biplanes swoop past both sides of the plane and bursts of
       gunfire rip along the fuselage.

                                   CO-PILOT (*subtitled)
                       They hit a fuel line!

                                   PILOT (*subtitled*)
                       Reduce speed -- get everyone out
                       of the plane!

21     INT.  THE PASSENGER CABIN                                      21.

       As the air battle rages, the passengers are tossed about and some
       start screaming.  Short Round peers out a window.

                                   SHORT ROUND
                       Lao send planes to kill Indy!

       Willie shakes Indy's arm but he continues snoring under his hat.

                                   WILLIE
                       Wake up!  It's the drug he drank
                       to stop the poison --

       The cockpit door bursts open and the Chinese co-pilot exits to
       make an announcement -- he smiles and speaks in CHINESE, then he
       smiles and speaks in FRENCH --

       Willie looks lost until the Chinese co-pilot smiles again and
       speaks in ENGLISH --

                                   CO-PILOT
                       Please to remain calm.  We start
                       passing out parachutes now --

       The co-pilot hurries toward the rear.  Willie looks petrified as
       a stewardess rushes up and hands her a parachute.

                                   WILLIE
                       You got to be kidding!  No!  No,
                       I can't!

       The pilot hurries out of the cockpit and grabs his parachute as
       he heads toward the back.

                                   WILLIE (Cont'd)
                       Wait -- who's flying the plane?!

       She opens the door to the cockpit --

                                   WILLIE (Cont'd)
                       Nobody's flying the plane ...

22.    EXT.  THE SKY - DAY                                            22.

       The DC-3 smokes through the clouds.  Passengers are bailing out
       -- parachutes billowing.  As one of the fighters swoops through
       the parachutes, Kao Kan searches the faces -- then he points at
       the DC-3.

                                   KAO KAN
                               (into the radio)
                       Jones!  Indiana Jones!

       The two planes roar off and start strafing the DC-3 again.

23.    INT.  THE PASSENGER CABIN                                      23.

       The co-pilot has a parachute on and is trying to get Short Round
       into one.

                                   CO-PILOT
                       Put it on!  What's wrong with
                       you?  You've got to jump!

                                   SHORT ROUND
                       No, can't leave Indy!

       Short Round suddenly butts the co-pilot in the stomach with his
       head.  The co-pilot yells and falls out the door.  Short Round
       sees the co-pilot's parachute billow.  Then Willie rushes up.

                                   WILLIE
                       Give me that parachute, I
                       changed my mind --

       She grabs the parachute and starts to fight Shorty over it--

                                   SHORT ROUND
                       No, this last one!  It's for Indy!

       They scuffle until the parachute skids across the floor.  Short
       Round jumps for it -- the parachute falls out the door and Short
       Round starts to fall out after it!

       Willie grabs him by the seat of his pants and hauls him back from
       the abyss!

24.    EXT.  THE SKY - DAY                                            24.

       The fighters peel off toward the DC-3 with their guns flaming in
       another attack.

25.    INT.  THE PASSENGER CABIN                                      25.

       Short Round tries to wake Indy again.  Finally, Shorty grabs
       Indy's bag, pulls his holster out of it and runs toward the back.

       Indy continues to sleep -- until bullets smash the window by his
       head and a fire extinguisher is hit and starts spraying into
       Indy's face.

       He finally awakens and jumps up.  He looks around is disbelief at
       the battle-torn, nearly-empty airplane.

                                   INDIANA
                                  (groggily)
                       We there yet?

       Indiana sees Shorty shooting his pistol out the side door as the
       planes swoop by again.  Out of ammo, Shorty throws the gun
       angrily at the passing plane.

       Indiana picks up his whip and attaches it to his belt as Willie
       runs over to him.

                                   WILLIE
                       There's nobody flying the plane!

26.    INT.  THE COCKPIT                                              26.

       The door flies open and Indy rushes in with Willie behind him.
       Indy appraises the situation quickly and jumps into the pilot's
       seat with total confidence --

                                   WILLIE (Cont'd)
                       You know how to fly?

       Indy surveys the control panels, the myraid of dials and switches --

                                   INDIANA
                       No.
                                  (hopefully)
                       Do you?

27.    INT.  THE PASSENGER CABIN                                      27.

       Willie runs screaming out of the cockpit, her last hope shatter-
       ed.  Shorty is pulling something out of the cargo compartment --
       he's found a machine gun and sets it up on a short tripod.

                                   SHORT ROUND
                       Come here, lady, hold this and
                       shut up please!

       He pulls Willie down to the floor and shoves her the ammunition
       belt that's draped toward the gun.  Then Shorty jumps behind the
       machine gun --

       As the first fighter appears off their side, Short Round blasts
       out the open door!  The machine gun explodes to life, chewing
       bullets, smoking and spitting shells at Willie --

       Willie hollers terrified by manages to feed the ammo belt as
       Short Round sights the blazing machine gun -- suddenly he shoops!

       Willie sees the fighter hit -- it smokes and veers away -- and
       then EXPLODES!

                                   SHORT ROUND
                       I get it!

                                   WILLIE
                       You got it!

       The second plane swoops down and Short Round blasts away.  This
       time as he swivels the gun, he misses and hits one of the DC-3's
       own engines and it explodes!

                                   SHORT ROUND
                       Oh oh -- big mistake!

28.    INT.  THE COCKPIT                                              28.

       Trying to figure out the controls, Indy looks up to see their en-
       gine explose into flames --

                                   INDIANA
                                  (angrily)
                       Short Round, what in the hell
                       are you doing?

       Suddenly the DC-3 emerges out of a cloud and Indy sees they are
       headed directly for a mountain!  He pulls back hard on the con-
       trols as a rocky peak looms lethally in front of them.

29.    EXT.  THE SKY - DAY                                            29.

       The DC-3 lifts at the last second and smashes some snow off the
       uppermost pinnacle as it clears the mountain by inches!

       Kao Kan's fighter is glued to the DC-3's tail and continues to
       strafe -- but the fighter pilot pulls up too late -- and the
       fighter explodes as it hits the peak of the mountain!

30.    INT.  THE PASSENGER CABIN                                      30.

       Indy rushes out of the smoking cockpit to find Willie and Short
       Round crawling out from under the debris that's fallen on them.
       Then Indy spots something in the wreckage --

       He pulls at some yellow canvas and Willie sees as sign: EMERGENCY
       LIFE RAFT.  Indy drags the folded canvas over to the open door.

                                   WILLIE
                       Are you crazy, a lift raft?!  We're
                       not sinking, we're crashing!

                                   INDIANA
                       Get over here, damn it!  Short Round,
                       come on, grab onto me tight!

       Willie sees Short Round rush over to Indiana and grab him around
       the waist from behind.  Willie finally jumps up and runs over --

                                   WILLIE
                       Wait for me!

       She throws her arms around Indy's neck so that she and Shorty are
       both hugging him from behind.  Indy clutches the folded lift raft
       in front of him and surveys the mountainside rushing close be-
       neath the skinking airplane --

       Finally, an instant before the plane will hit, Indy dives and
       pulls the inflation cord!

31.    EXT.  THE SKY                                                  31.

       As the smoking DC-3 screams out of control toward the mountain,
       skimming the rocky snow-covered slopes, we see the lift raft
       spilling out the open door --

       The raft pops into its full shape, acting now as a spoiler, soar-
       ing against the rushing wind and finally crashing and bouncing
       against the snowy mountainside.

       In the distance, we see the DC-3 finally kiss the earth and ex-
       plode in a cloud of flame against a rocky escarpment -- metal and
       earth mushrooming in a million directions!

32.    EXT.  THE MOUNTAINSIDE                                         32.

       As the raft rockets down the snow, Indiana clutches the front and
       Willie and Short Round hold on for dear life on either side of
       him.

       The raft plummets down the mountain, crossing the timber-line and
       entering a forest.  Bouncing over a snow-hidden log, the raft
       shoots directly for a tree --

       Indiana pulls on the perimeter rope, rolls on his side and man-
       ages to swerve the raft so it caroms offthe snow-drifted side of
       the tree trunk.

       Continuing its downhill run, the raft smashes across a small
       steam, sending silvery water spraying.

       As the raft skids below the snow-level, it starts bouncing over
       rocky ground and its three passengers' teeth start chattering.

33.    EXT.  A BLUFF                                                  33.

       The yellow raft crashes through a tangle of bushes and then plum-
       mets toward a bluff!  The raft goes airborne over a small bluff
       and lands with a splash in a slow-moving river.

34.    EXT.  THE RIVER                                                34.

       The life raft drifts down the river and Indy looks around and
       smiles cockily at Willie and Short Round --

       Their faces don't show gratitude, but horror -- Indy hears some-
       thing and turns to see:

35.    EXT.  WHITE WATER RAPIDS                                       35.

       The raft is heading directly toward a surging stretch of treach-
       erous rapids.  Indiana looks less cocky as he and Willie and
       Short Round hold on again for dear life!

       The raft plunges into the roaring torrent, bouncing over rock-
       swollen waves, twisting and spinning through narrow gaps.  The
       three helpless passengers are drenched in the thundering cascades
       of white water.

       Willie is hallering, Short Round hangs on wide-eyed and even Indy
       looks terrified as the raft crashes down the rapids.  Finally,
       after one heart-stopping bounce, the raft seems to slow.

36.    EXT.  RIVER CLEARING                                           36.

       The raft drifts out of the main part of the river and glides to-
       ward a clearing.  Its three soaked and bedraggled passengers lie
       motionless in the bottom.

       Indy's hand drags alongside the raft, his fingers leaving a trail
       in the almost still water.  Battered and exhausted, but always
       Indy's "bodyguard", Shorty looks over at him worriedly --

                                   SHORT ROUND
                       Indy?

                                   INDIANA
                       Okay, Shorty.

       Indy looks over at Willie who is moaning.

                                   INDIANA (Cont'd)
                       You all right?

                                   WILLIE
                       No... I'm not cut out for the
                       kind of life you lead.
                                  (moaning)
                       Oh no...I ripped my dress.  Where
                       are we anyway?

       The raft floats to a gentle stop -- we see it nudge against a
       pair of dark feet.  Indy squints up into the sun and sees some-
       thing.

                                   INDIANA
                       India...

                                   WILLIE
                       Holy cow -- India?  How do you
                       know we're in --

       She rolls over and yelps as she looks up at the bizarre, painted
       face of a SHAMAN.  Silhoutted against the blazing sun, the skin-
       ny little old man in a loincoloth stares down at them in the raft.

       An eerie wind rises and howls.  The old man places his palms to-
       gether and moves his hands up to touch his forehead.  Willie and
       Short Round watch mystified as Indiana returns the old shaman's
       silent greeting.

                                                               CUT TO:

37.    EXT.  THE MAYAPORE HILLS - DAY                                 37.

       Indya and Short Round follow the shaman and four peasants down a
       gutted path through barren rolling hills.  Willie is out of her
       milieu, stumbling along this forlorn landscape in high heels,
       tuxedo jacket and disheveled lame gown.

       She hears the old shaman talking to Indy and catches up with them
       to find out what's going on.

                                   WILLIE
                                (to Indiana)
                       What'd he say?

                                   INDIANA
                       He told me they knew I was coming
                       here.

                                   WILLIE
                       What do you mean -- how?

                                   INDIANA
                       The old man saw it in a dream.

                                   WILLIE
                       Dream -- nightmare is more like it.

                                   INDIANA
                       He said that's whey they were at
                       river -- they were waiting for
                       the plane to fall down.

       He looks at her bewildered face and smiles faintly.  As they
       walk, a hot wind swirls dust around them,  a wind slowly ravaging
       what soil is left in this terribly blighted region.

                                                               CUT TO:

38.    EXT.  MAYAPORE - DAY                                           38.

       At the base of the hills, Mayapore village does nothing to re-
       lieve the awful sense of devastation.  A desolate road runs
       through the village, along which groups of ptiifully poor vil-
       lagers stare at the strangers being brought in.

       Hopeless women lift buckets from a dry well -- finding only sand.
       Skinny miserable dogs skulk between the decrepit village huts,
       eyed by the patient vultures lurling in scraggly trees.

       Indiana notices the wretched peasants staring at Short Round,
       some of them pointing at him, a few haggard women shedding tears
       down their wrinkled faces as the little Chinese boy passes.

       There is no sign of children in the village and Short Round grows
       frightened by the odd attention.  He moves closer to Indy as they
       pass the devastated population.

                                                               CUT TO:

39.    RXT.  MAYAPORE VILLAGE - AFTER SUNSET                          39.

       Black clouds clot across the blood-red sky as darkness falls.
       Indiana, Willie and Short Round sit tensely on a shabby rug.
       Above their heads, there is a thatched roof, but there are no
       walls.

       The dying sunset silhouettes them and the half-dozen elders seat-
       ed in the dirt around them.  A grey-haired man, the village
       CHIEFTAIN, gives quiet commands to the women who scuttle in and
       set wooden plates in front of the three visitors.  No plates are
       places in front of the elders.

                                   WILLIE
                               (quietly to Indy)
                       I hope this means we're going to
                       get some dinner.

       Indiana sees the painted shaman, who sits next to the chieftain,
       watching Willie.  The women bring in a bowl from which they scoop
       tiny portions of grey gruel onto three plates.

       To this the women add a few grains of yellowed rice and a with-
       ered ,molding piece of fruit.  Willie looks aghast at the unappe-
       tizing combination.

                                   WILLIE
                                  (quietly)
                       God, I am starving, but I can't
                       eat this...
                                   INDIANA
                       That's more food than these people
                       eat in a week.
                                  (pointedly) 
                       They're starving, too...

       Willie looks around at the emaciated faces and feels like crawl-
       ing into a hole.

                                   WILLIE
                       I'm sorry, I -- here, please.

       She picks up her plate and gently hands it back to the women.
       The chieftain finally speaks to them --

                                   CHIEFTAIN
                       You will rest here before you go
                       on.

                                   INDIANA
                       We'd appreciate that.  This was an
                       unexpected detour.  We'll have to go
                       to Delhi now and find a flight west.

                                   SHORT ROUND
                                   (smiling)
                       Indy is taking me to America.

       All eyes are on Short Round.  Puzzled by this strange attention,
       Shorty's smile fades nervously.

                                   INDIANA
                       I'm a professor.  I have to re-
                       turn to the university.  Can you
                       give us a guide to take us to Delhi?

       The chieftain indicates a young villager sitting near them.

                                   CHIEFTAIN
                       Sanju will guide you.

                                   INDIANA
                       Thank you.

       The old shaman speaks now for the first time.

                                   SHAMAN
                       On the way to Delhi, you will
                       stop at Pankot.

                                   INDIANA
                                  (puzzled)
                       Pankot isn't on the way to Delhi.

                                   SHAMAN
                       You will go to palace there.

                                   INDIANA
                       Hasn't the Pankot palace been de-
                       serted since the Mutiny of 1857?

                                   SHAMAN
                                  (darkly)
                       No. Now there is new Maharajah --
                       and palace is powerful again.

       The shaman looks around at his unfortunate people.

                                   SHAMAN (Cont'd)
                       It is Pankot Palace that kills my
                       village.

                                   INDIANA
                       I don't understand.  What's hap-
                       pened here?

                                   SHAMAN
                       The evil starts in Pankot.  Then
                       like monsoon, it moves darkness
                       over all country.

                                   INDIANA
                       What evil?

                                   SHAMAN
                       They came from Palace and took
                       sivalinga from out village.

       Willie looks over at Indiana --

                                   WILLIE
                       Took what?

                                   INDIANA
                       It's a sacred stone in a shine
                       that's supposed to protect a
                       village.

                                   SHAMAN
                       It is why Krishna brought you here.

                                   INDIANA
                               (politely firm)
                       Nobody brought us here.  Our plane
                       crashed.  We were shot down by --

                                   SHAMAN
                              (interrupting)
                       No.  We pray to Krishna to help us
                       find the stone.  It was Krishna who
                       made you fall from sky -- so you can
                       got to Pankot Palace.  To find siva-
                       linga -- and bring back to us.

       Indy's about to object -- then he looks at the sad chieftain, the
       elders and peasants who are watching him helplessly.  And he sees
       again the dark steady eyes of the old shaman.

                                                               CUT TO:

40.    EXT.  MAYAPORE VILLAGE - NIGHT                                 40.

       Torches falre eerily and dogs howl as the peasants accompany the
       shaman, elders and three visitors out ot the edge of the dark
       village.  Short Round walks beside Indy.

                                   SHORT ROUND
                       Indy, they make out plane crash?
                       To get you here?

                                   INDIANA
                       It's just superstition, Shorty.
                       Like a ghost story.

       Short Round looks plenty scared as they all stop walking.  The
       shaman motions and the men with torches circle around a pile of
       rocks to illuminate them.  The shaman makes a gesture of devotion
       to the primitive shrine and Indy speaks to the village chieftain.

                                   CHIEFTAIN
                       Yes.

       Indiana seems skeptical as he kneels to study the shrine.  On top
       of the pile of rocks, there is a carved niche.  The niche is
       empty but an indentation indicates the conical shape of the stone
       that was stolen.

                                   INDIANA
                       Was the stone very smooth?
                                 (he sees the
                                 chieftain nod)
                       It was probably brought here from
                       a sacred river.

                                   SHAMAN
                              (joining Indy and
                               the chieftain)
                       Long ago -- before my father's
                       father.

                                   INDIANA
                       And it had three lines painted
                       across it?
                                  (seeing the
                                   shaman nod)
                       The lines represent the three
                       levels of the universe.  I've seen
                       stones like the one you lost.

       Indy stands slowly.  Willie is beside him looking at the shrine.

                                   WILLIE
                       I don't understand how losing one
                       rock could destroy this village.
                             (whispering to Indy)
                       Is it really powerful?

       Indy gives a doubtful smile.  He turns again to the old shaman.

                                   INDIANA
                       But why would the Maharajah take
                       this sacred stone?

                                   SHAMAN
                       They say we must pray to their
                       evil god.  We say we will not.

       The old shaman looks off and fights the tears in his eyes as he
       starts speaking in Hindi.

                                   INDIANA
                                 (translating)
                       He says that when the sacred stone
                       was taken the village wells dried
                       up first and then the river stopped.

       Indy turns and asks the shaman a question in Hindi.  The shaman
       answers in Hindi.

                                   INDIANA
                                   (translating)
                       He says their crops dies and then
                       the animals died.

       The shaman walks to the edge of the torchlight and looks out into
       the darkness as he continues speaking emotionally in Hindi --

                                   INDIANA
                                   (translating)
                       And then they took their children.

                                   WILLIE
                       Their children?

       She looks at Short Round and finally understands the sorrowful
       faces always watching him.  Indy asks another question in Hindi
       and the shaman continues his story --

                                   INDIANA
                                   (translating)
                       He says one night there was a fire
                       in the fields.  The men went to
                       fight it.  When they came back,
                       they heard the women crying in the
                       darkness.  And the children were
                       gone.

       The shaman walks slowly toward Indiana.

                                   SHAMAN
                       You will find them when you find
                       sivlalinga.

                                   INDIANA
                       I'm sorry, I don't know how I can
                       help you here.

       The shaman and the chieftain stare and Indiana, refusing to accept
       that.

                                   INDIANA (Cont'd)
                       The English authorities who con-
                       trol this area are the only ones
                       who can help you.

                                   CHIEFTAIN
                       They do not listen.

                                   INDIANA
                       I have friends in Delhi and I will
                       make sure they investigate this...

                                   SHAMAN
                       No, you will got to Pankot...

       The old man speaks again in his own tongue and Indy looks dis-
       turbed.

                                   WILLIE
                       What'd he say now?

                                   INDIANA
                       It was destined that I came here --
                       and the future cannot be changed...

       Indy looks ath the shaman and the torchlight reflected in his
       eyes.

                                                               CUT TO:

41.    EXT.  MAYAPORE - NIGHT                                         41.

       Suddenly we're rushing headlong down a dark dirt path seen from
       the POV of somebody running in terror.  We hear heavy breathing
       -- above we see the scraggly trees blowing against the full moon
       as an eerie wind rises and howls.  We continue crashing through
       the dying fields tward the dark village...

42.    INT.  INDIANA'S HUT - NIGHT                                    42.

       The wind swirls into the hut and Indiana's eyes open.  He lies
       still a moment and then sits up slowly.  He sees Short Round
       sleeping nearby.

       Sensing something strange, Indy gets to his feet.  He steps
       around Short Round and goes to the door of the hut.

43.    EXT.  THE HUT - NIGHT                                          43.

       Indy walks against the rising wind and looks around.  The village
       is asleep and seems deserted.  Then he turns and sees something.

       We follow small bare feet stumbling through the dust...

       Indy sees an emaciated child in rag running out of the darkness.
       Indiana moves forward and the child runs toward him.  Indy grabs
       the little boy as he falls into his arms.

                                                               CUT TO:

44.    INT.  THE SHAMAN'S HUT - NIGHT                                 44.

       A few minutes later, the little boy is lying unconscious on a
       blanket.  Elders crouch around him.  Indy is kneeling and watches
       the shaman wet the boy's forehead with a rag and drip water onto
       his lips.

       The little boy's eyes open and he begins to revive.  Shrot Round
       And Willie watch from a corner as the little boy looks at all the
       faces peering down at him.

       The little boy's arm moves and he reaches out to Indy rather than
       any of the others.  Indy takes his small hand and sees that the
       boy's fingers are cut and bruised -- his fingers open and drop
       something into Indy's hand.

       The little boy tries to whisper.  Indy has to lean close to hear
       as the little boy's lips move again --

                                   LITTLE BOY
                       Sankara...

       A mother rushes into the hut now and kneels and hugs her little
       boy.  His skinny arms go around her as they are reunited.  Indy
       stands slowly and looks at what the little boy gave him --

       It is a small tattered piece of cloth:  an old fragment of a mini-
       ature painting.  Indiana looks at it with an expression of recog-
       nition and apprehension...

                                   INDIANA
                       Sankara...

45.    EXT.  THE VILLAGE - MORNING                                    45.

       The camera follows Indiana -- he's walking fast and determinded-
       ly.  Villagers trot alongside of him, trying to keep up with is
       pace as he questions thm in Hindi.

       Indy approaches two large elephants and sees their guide Sajnu
       trying to politely drag Willie toward one of them.

                                   INDIANA
                       Damn it , Willie, get on -- we've
                       got to move out!

       Willie's head comes up over the back of the elephant as she's
       helped from below -- there is a look of sheer terror on her face.

                                   WILLIE
                       Whoa!  Easy now -- nice elephant...

       Waiting by the second elephant, Short Round sees Indy coming and
       runs up to him --

                                   SHORT ROUND
                       I ride with you, Indy?

                                   INDIANA
                       Nope, you got a little surprise
                       over there, Shorty.

       Short Round runs around the big elephant and sees a baby elephant
       being brought out.  He can't believe his luck --

                                   SHORT ROUND
                       Oh boy!

       Meanwhile Sajnu goads Willie's elephant over.  The villagers look
       grief stricken and many are crying as they watch the three stran-
       gers' departure.

                                   WILLIE
                               (to Short Round)
                       This is the first time anybody
                       ever cried when I left.

                                   SHORT ROUND
                       They don't cry about you.  They
                       cry about the elephants leaving.

                                   WILLIE
                       Figures...

                                   SHORT ROUND
                       They got no food to feed them.  So
                       they taking the elephants away to
                       sell them.

       Indy lumbers over on his elephant.

                                   INDIANA
                       All right, let's go.  I want to get
                       to Pankot before tomorrow night.

       She looks at Indiana as he rides past.

                                   WILLIE
                       Pankot?!  I thought we were going
                       to Delhi!  Hey, wait a minute!
                                (looking at
                                 the villagers)
                       Can't somebody take me to Delhi?!
                       I don't want to go to Pankot!

       Sajnu guides her elephant and Willie lurches forward --

                                   WILLIE (Cont'd)
                                  (yelling) 
                       Indiana!  Damn it!  Why'd you
                       change your mind?  What did that
                       kid tell you last night?!

       Indy ignores her hollering.  The elephants move off through the
       crowds of pitiful villagers.  Indy sees the elders, chieftain and
       the old shaman who brings his hands up to his forehead as Indy
       rides past.

                                                               CUT TO:

46.    EXT.  THE COUNTRYSIDE - DAY                                    46.

       The elephants move across the desolate countryside toward the
       distant hills.

47.    EXT.  THE TRAIL                                                47.

       Indiana rides the lead elephant.  Sajnu passes on foot guiding
       Willie's elephant.  With the tuxedo jacket wrapped around her
       waist, Willie is dabbing perfume behind her ears.

                                   WILLIE
                             (to her elephant)
                       I think you need this more than
                       me.

       Willie leans forward and puts perfume behind the elephant's ears.
       Grimacing at the animal's smell she simply dumps the rest of the
       perfume on the elephant's back.

       Willie yelps when the elephant's trunk comes back, sniffs the
       foriegn fragrance and suddenly trumpets in disgust.

                                   WILLIE (Cont'd)
                       What're you complaining about,
                       this is expensive stuff!

                                                               CUT TO:

48.    EXT.  LOWER JUNGLES - DAY                                      48.

       From a cliff, we see the elephants below passing into the lower
       jungles.

       Spotting something on an overhanging tree branck, Short Round
       stands up precariously on the baby elephant's back.  He pulls a
       vine from the tree as they pass under it.  Plopping down onto the
       baby elephant's back, he picks the wild fruit from the vine --

                                   SHORT ROUND
                       Here you go, lunch time!

       The baby elephant's trunk comes back and takes the fruit.  Shorty
       looks up in the sky.

                                   SHORT ROUND (Cont'd)
                       Indy, look!

       Indiana and Willie look up and see hundreds of enormous winged
       creatures flapping across the afternoon sky.

                                   WILLIE
                       Those are very big bird.

       Sajnu says something and Indiana nods.

                                   INDIANA
                       Those aren't birds -- those are
                       giant bats.

       Willie shudders as she watches the bats.

                                                               CUT TO:

49.    EXT.  THE HILLS - AFTERNOON                                    49.

       An enormous sun silhouettes the three elephants trekking west-
       ward.

                                                               CUT TO:

50.    EXT.  A RIVER - LATER AFTERNOON                                50.

       The three elephants stand sucking up river water with their
       trunks.  Seated on the huge beasts, Willie, Short Round and Indi-
       ana watch the thirsty animals.

                                   WILLIE
                       They must be pretty dumb to drink
                       that awful-looking water.

       In response, Willie's elephant calmly lifts its trunk and sprays
       her in the face.  Short Round and Indy laugh as Willie sits
       soaked and shocked.

                                   INDIANA
                       I think maybe we'll camp here.

                                                               CUT TO:

51.    EXT.  THE RIVER - SUNSET                                       51.

       A plume of water sprays.  The three elephants submerge in a deep,
       wide spot in the river.  Indy wades in the current with his shirt
       off.  He and the guide splash water on the weary animals.

       Short Round laughs and plays with the baby elephant.  Wrapped in
       its trunk, he's swung in the air and lands on the elephant's
       back.  Shorty makes a swan dive back into the water and the baby
       elephant gives him a shower when he surfaces.

52.    EXT.  UPRIVER                                                  52.

       Thirty yards upstream, birds and monkeys chatter in a tree.  In
       the shady river beneath, Willie surfaces cooly and wipes hair
       from her eyes.  She hums contendedly.

       Indiana wanders up the riverbank in his dripping trousers.  He
       notices Willie's wet clothes spread over a tree limb hanging low
       over the water and then he sees Willie paddling around.

                                   INDIANA
                       Hey, Willie -- I think you better
                       get out now.

                                   WILLIE
                       Stark naked?  You wish... If you're
                       trying to seduce me, Dr. Jones,
                       this is a very primitive approach.

                                   INDIANA
                       Me seduce you?  Honey, you're the
                       one who took your clothes off.
                                  (shrugging)
                       I just came over to remind you
                       that you never know what else
                       might be in the water.

                                   WILLIE
                       Somehow I feel safer in here.

       As Indy turns and starts off, Willie reaches up to the tree
       branch above her head and grabs her underwear.  At this moment we
       notice something awful:

       A BOA CONSTRICTOR is moving out along the branch, the enormous
       snake slithering over Willie's clothes.

       Willie watches Indiana walk away as she reaches up for her dress
       -- her hands feel something strange -- not the dress and not the
       tree limb --

       Willie looks up and sees that she's pulling on a snake! She
       SCREAMS as the boa constrictor falls off the t-ee on top of her!

       Indy hears the scream and hears Willie calling to him.  He runs
       back toward the river.  Stopping on the riverbank, he sees Willie
       backing away in the water -- Indiana's already starting to pull
       his boots off --

                                   WILLIE
                       Indy!  Help me!

                                   INDIANA
                       Don't worry, I'm coming in!  What
                       is it?

                                   WILLIE
                       A snake!

       Suddenly Indiana freezes and a strange look corsses his face --

                                   INDIANA
                       A what...?

                                   WILLIE
                       A SNAKE!!

       He finally sees the boa constrictor thrashing in the water close
       to Willie.  He leaves his boots on.

                                   WILLIE (Cont'd)
                       Hurry, help me out of here!
                       What're you waiting for?!

                                   INDIANA
                       Uh, listen -- Willie -- I got a
                       better idea.

                                   WILLIE
                       What?!

                                   INDIANA
                       First of all -- don't panic!

       Willie suddenly screams as the boa constrictor wraps around her
       arm --

                                   WILLIE
                       It's got me !  Indy, help me!

       Indy runs along the riverbank, trying to get closer to her, but
       not about to jump into the river (due to his aversion to snakes
       -- see Episode One:  "Raiders of the Lost Ark").

                                   INDIANA
                       Don't let it pull you deeper!

                                   WILLIE
                       It's pulling me deeper!

                                   INDIANA
                       Don't let it curl around you!

                                   WILLIE
                       It's curling around me!  Damn it,
                       stop talking and do something!

       The snake is wrapping around her body and neck -- her head is
       barely above water --

       On the riverbank, Indy reaches down and grabs a piece of wood.
       But as he watches the repulsive reptile, he starts to sweat and
       his fear and loathing overpower him --

                                   WILLIE (Cont'd)
                       What's wrong?!  Indy please help
                       me!

       Indy groans and bolsters his courage -- he takes two steps into
       the water -- but the complex is to strong and he can't go any
       further.  He drops the piece of wood...

                                   INDIANA
                       Listen, Willie.  Do exactly what
                       I tell you now.

                                   WILLIE
                       What?!

                                   INDIANA
                       Can you move your arm?

                                   WILLIE
                       Just one arm!

                                   INDIANA
                       Okay, I want you to lift your hand --
                       and pet the snake.

                                   WILLIE
                       PET IT??!!

                                   INDIANA
                       Yes, stroke it right along the
                       maxillary and precaudal verte-
                       brae.

                                   WILLIE
                       THE WHAT?!

                                   INDIANA
                       Pet it on the head!  Go on, pet
                       it!

       In the water, Willie is whimpering as she lifts her hand and
       starts petting the snake  coiling around her pale body.

                                   WILLIE
                       Oh -- my -- god -- it's going to
                       crush me!

                                   INDIANA
                       Keep stroking it!

       Willie keeps rubbing her hand along the snakes head and back and
       it slowly stops thrashing in the water.

                                   INDIANA (Cont'd)
                       What's happening?

                                   WILLIE
                       It's starting to let go!

                                   INDIANA
                       That's good  -- you're doing fine.

       Grimacing as she stares at the ugly serpent's head, Willie keeps
       stroking it.

                                   WILLIE
                       It's letting fo.  I think it's --
                       I think it's going to sleep!

       Indiana looks relieved.  He sees the snake starting to drift away
       from Willie and she starts paddling back to shore, collecting her
       floating clothes along the way.

       Holding her dripping dress against herself, she walks out of the
       water toward Indy who smiles at her weakly.

                                   INDIANA
                       See -- I got you out...

       She slows and hauls off and punches him in the mouth.  Indy holds
       his jaw as she walks away infuriates.

                                   WILLIE
                       Thanks for nothing!  I hate snakes!

                                   INDIANA
                                  (looking at
                                   the water)
                       I know the feeling...

                                                               CUT TO:

53.    EXT.  THE CAMPSITE - NIGHT                                     53.

       By firelight, we see Sajnu feeding the big elephants while Short
       Round feeds and talks to the baby elephant --

                                   SHORT ROUND
                       You come to America with me, and
                       we can get job in the circus --
                       you like that?

       The baby elephant trumpets affirmitively.

       A ways off, Willie stands wrapped in a blanket watching Shorty
       and the elephant as she dries her hair by a campfire.  Now Indy
       comes up and drops an armload of wood for yet another fire.

                                   WILLIE
                       Where'd you find your little body-
                       guard?

                                   INDIANA
                       I met Short Round when he tried
                       to pick my pocket.

       Indiana kneels and arranges the wood.

                                   INDIANA (Cont'd)
                       Shorty's family was killed when
                       they bombed Shanghai.  He was
                       living on the streets.

                                   WILLIE
                                  (smiling)
                       He'll be okay.  He's a good kid.

       Indy strikes a match and lights the new fire.

                                   WILLIE (Cont'd)
                       All these fires -- you expecting
                       more snakes, Dr. Jones?

       She smiles snidely and continues drying her hair.

                                   INDIANA
                       By the way, how'd you end up in
                       Shanghai?

                                   WILLIE
                       Well, when my nightclub career was
                       run over by the Depression, some
                       pinhead convinced me that "a girl
                       could go places in the Orient..."
                       So, look where I got.

       Indy picks up a blanket and spreads it on the ground.

                                   INDIANA
                       What about the future?

                                   WILLIE
                       Oh, that's easy -- I'm going to
                       latch onto a good-looking, in-
                       credibly rich prince.

       Indy lies down on the blanket.

                                   INDIANA
                       I'd like to find one of those
                       myself.

                                   WILLIE
                           (raising an eyebrow)
                       Oh really?

                                   INDIANA
                       Yeah, but he's got to be dead and
                       buried for a couple of thousand years.
                                  (smiling)
                       Fortune and glory...

                                   WILLIE
                       Is that what you're hoping to find
                       at this palace, Dr. Jones?

                                   INDIANA
                       Maybe...

       Indy reaches into his pocket and removes the old piece of cloth.

                                   WILLIE
                       What's that?

       She walks over to where he's lying down and sits on a boulder.
       He hands her the cloth and she looks at it by the firelight.

                                   INDIANA
                       Something that kid gave me last
                       night.  It's a piece of an old
                       manuscript.

       Willie sees a crude drawing in reds, blue and gold.

                                   INDIANA (Cont'd)
                       The drawing shows a priest named
                       Sankara who lived centuries ago.

                                   WILLIE
                       What does the writing say?

                                   INDIANA
                       It's Sanskrit.  It tells the story
                       of Sankara climbing Mt. Kalisa
                       where he met the Hindu god Shiva.

                                   WILLIE
                               (examining it)
                       That's Shiva?  What's he giving
                       the Priest?

                                   INDIANA
                       Legend says he told Sankara to go
                       forth and combat evil.  To do that
                       he gave him five sacred stones that
                       had magical powers.

                                   WILLIE
                               (looking at Indy)
                       You mean magical like the rock that
                       was stolen from that village?

       Indy looks at her meaningfully.

                                   INDIANA
                       It could be.

       Willie seems frightened.  She hands him the piece of cloth and
       stands up.

                                   WILLIE
                                   (quietly)
                       Fortune and glory...sweet dreams,
                       Dr. Jones.

       She picks up a blanket and starts off.

                                   INDIANA
                       I think you should sleep closer.
                                (seeing her sus-
                                 picious look)
                       I meant for safety.

                                   WILLIE
                                  (smiling)
                       I'd be safer sleeping with
                       that snake.

       She steps over to a tree by the fire where her clothes are dry-
       ing.  Indy watches her pull her dried clothes from the lower
       branches.

       She reaches up to remove another piece of her clothing -- it's
       stuck to the tree and she looks up and yanks it.  Suddenly the
       piece of clothing moves!

       Two enormous winds open and the hideous face of a GIANT BAT
       screeches and hisses at Willie!  She screams hysterically as the
       bat flaps against her, biting and scratching at her before it fi-
       nally takes off.

       The bat flies off into the darkness and Indy chuckles as he
       watches Willie shanking as she backs slowly toward the fire --

                                   WILLIE
                       Did you see it?!  It was one
                       of those bats!
                                   (staring into
                                    the darkness)
                       God, what else is out there...?!

       She quickly picks up her blanket and lays it out very close to
       Indy.

                                   INDIANA
                       Couldn't keep away, huh?

                                   WILLIE
                       Just try and control yourself.

       Indiana watches her lie down and wrap herself in her blanket.
       then he rolls over and tips his hat down over his eyes to get
       some well-deserved shut-eye.

       In a moment, however, we see something grotesque and snake-like
       slide into frame and move towards Indy -- finally, we realize
       it's an elephant's trunk.  The trunk nudges Indy's shoulder.

                                   INDIANA
                              (without looking)
                       Still scared?  Okay, Willie, you
                       can get closer if you want...

       The elephant's trunk moves closer and nuzzles Indy's neck.

                                   INDIANA
                       Honey, I knew you'd be the first
                       one to give in...

       Now, we see that Short Round is guiding the baby elephant's trunk
       with a prod.  Willie watches, stifling a laugh as the elephant's
       trunk sniffs Indiana's ear --

                                   INDIANA (Cont'd)
                       You're going to start something
                       I'm going to have to finish.
                                  (moaning)
                       Okay, doll, you asked for it.

       Indiana rolls over, lifts his hat and hollers!  He nearly jumps
       out of his pants as he stares into the elephant's trunk.  Willie
       and Short Round dissolve into laughter.

                                                               CUT TO:

54.    EXT.  THE JUNGLE - DAY                                         54.

       Tall, vine-covered trees sway in the wind.  Beneath them, the el-
       ephants plough through the dense tropical forest.  The sounds of
       the teeming jungle multiply as Short Round surveys the distant
       hills.

                                   SHORT ROUND
                       Indy, look!

                                   INDIANA
                       That's it.  Pankot Palace.

       Willie looks off at the resplendent while Moghul-style palace ri-
       sing in the distance above the jungle.

                                                               CUT TO:

55.    EXT.  A JUNGLE CLEARING - LATER                                55.

       Their Mayapore guide walks toward the camera and suddenly looks
       frightened.  He barks commands and the elephants stop.  Indiana
       jumps down an joins the fearful guide.

       They stare at a small statue of a malevolent goddess with eight
       arms.  Around the goddess's neck, a carved necklace displays
       small human heads -- her eight hands hold other heads by their
       hair.

       Indiana moves closer to the statue as the terrified guide backs
       away.  Indy is fascinated by the ritual objects adorning it:
       leaves, dead birds, rodents and turtles.  Indiana grimaces as he
       lifts a necklace of real pierced human fingers...

                                   WILLIE (O.S.)
                       Why are we stopping here?

       Indiana goes back and joins the scared, jabbering guide who is
       helping Willie down from the elephant.  Short Round jumps down.

                                   SHORT ROUND
                       What you look at, Indy?

                                   INDIANA
                       Just a statue.

                                   WILLIE
                       What's the guide talking about?
                       He hasn't said a word the whole
                       trip.

       Indy listens to the agitated guide and then speaks a few words in
       Hindi back to him.  They watch the distressed guide trun the ele-
       phants and start away with them as fast as possible.

                                   WILLIE
                       He's afraid of something.

                                   INDIANA
                       He said he couldn't take us any
                       farther.  He has to go sell the
                       elephants.

                                   WILLIE
                       You mean we have to walk the rest
                       of the way?

       Willie moans and follows Indy.  Short Round watches the elephants
       trudging away.  The little elephant turns and looks back.  Short
       Round quickly wipes a tear from his face.

                                                               CUT TO:

56.    EXT.  A PALACE APPROACH - AFTERNOON                            56.

       Indiana and Short Round hike up a rock-paved road beside a high
       wall.  Exhausted, carrying her high heels, Willie trudges along
       behind them.

                                   WILLIE
                       -- shot at, fallen out of a plane,
                       nearly drowned, squashed by a snake,
                       attacked by a bat -- I smell like
                       an elephant!
                                 (yelling)
                       I tell you I'm not going to make it!

       Indiana finally stops.  He walks back to Willie, suddenly picks
       her us in his arms and starts carrying her the remaining way.
       Willie is surprised and puzzled.

                                   INDIANA
                       Any more complaints?

                                   WILLIE
                              (smiling faintly)
                       Yeah, I wish you'd thought of this
                       sooner...

       She doesn't seem to mind being carried by Indy.  He arrives at
       the entrance to the palace and puts her down -- she stands close
       to him and he gently smoothes the collar of her dress.

                                   INDIANA
                       It doesn't feel like there's been
                       any permanent damage.

       She smiles at him again and then turns around -- and whistles as
       she sees Pankot Palace:  a sprawling, monumental mixture of Mo-
       ghul and Rajput styles, the palace is an extravaganza of Princely
       architecture.

57.    EXT.  A BRIDGE                                                 57.

       The three travelers start across a marble bridge toward the main
       entrance.  Lined along the bridge, palace guards stand with
       lances.

       As the threesome passes, the first Rajput guard snaps noisily to
       attention and Willie jumps.  As Willie continues across the
       bridge, the other guards snap to attention in sequence and she
       grins, enjoying the attention.

58.    INT.  THE OUTER COURTYARD                                      58.

       Short Round and Willie follow Indiana through a dark archway into
       a glittering courtyard.  The palace seems deserted and forebod-
       ing.

                                   INDIANA
                       Hello?...(hello?)...(hello?)

       Indy's voice echoes off the marble facades -- three enormous Raj-
       put guards with curved swords in their sashes appear silently at
       opposite sides of the courtyard.

                                   WILLIE
                               (frightened)
                       Hi...(hi)...(hi)...

       Then, a tall severe-looking Indian in an English suit material-
       izes out of the shadows and comes forward slowly.  CHATTAR LAL
       appraises the intruders suspiciously:

       He sees a whoozy beauty in a weary evening gown;  a dirty Chinese
       kid with a baseball cap; a rugged-looking American carrying a
       bullwhip...

                                   CHATTAR LAL
                       I would say you look rather lost.
                                  (disdainfullt)
                       But then I cannot imagine where
                       in the world the three of you
                       would look at home...

                                   INDIANA
                                (smiling evenly)
                       Lost?  No, we're not lost.  We're
                       on our way to Delhi.  This is Miss
                       Scott -- and Mr. Round.  My name's
                       Indiana Jones.

                                   CHATTAR LAL
                                  (surprised)
                       Dr. Jones?  The eminent archae-
                       ologist?

                                   WILLIE
                       Hard to believe, isn't it...?

                                   CHATTAR LAL
                       I remember first hearing your name
                       when I was studying at Oxford.  I
                       Am Chattar Lal, Prime Minister for
                       His Highness the Maharajah of Pankot.

       He bows and Willie sort of curtsies.

                                   CHATTAR LAL (Cont'd)
                       Welcome to Pankot Palace.

59.    INT.  PANKOT PALACE - AFTERNOON                                59.

       They walk along the marble halls, past dazzling walls inlaid with
       pieces of mirror and semi-precious stones.  Fountains spray in
       ivory countyards and they gaze in awe at the ornate splendour.

       As Willie walks with Shorty she appraises the chronolgoical
       portraits of the Pankot Prices that line the hall.  Dissipated 
       faces, elegant faces, evil faces -- she reacts to them.

                                   WILLIE
                               (to Short Round)
                       How'd you like to run into him in
                       a dark alley...that one's kind of
                       cute...I could see myself married
                       to a prince like that...

       Ahead of them Chattar Lal  walks with Indy and questions him
       suspiciously --

                                   CHATTAR LAL
                       The plane crash and your journey
                       here sound -- most incredible.

                                   WILLIE
                       You should have been there...

                                   INDIANA
                       We'd appreciate it if the Mahara-
                       jah would let us stay tonight.
                       We'll be on out way in the morn-
                       ing.

                                   CHATTAR LAL
                       I am only his humble servant, but
                       the Maharajah usually listens to
                       my advice.

                                   WILLIE
                       Is that him?

       They've come to the last in the row of Princes portraits.  Wil-
       lie stops and looks up disappointedly at a picture of an aged,
       immensely corpulent Rajput prince.

                                   WILLIE (Cont'd)
                                (politely)
                       He's not exactly what we call
                       "a spring chicken".

                                   CHATTAR LAL
                       No, no, that is Uhmed Singh, the
                       present Maharajah's late father.

                                   WILLIE
                       Oh -- good.  And maybe the pres-
                       ent Marahajah is a little younger?
                       And thinner?

       Two female servants approach silently and bow.

                                   CHATTAR LAL
                       They will escort you to your rooms
                       now.  You will be provided with
                       fresh clothes.  Tonight you will
                       be dining with His Highness.

                                   WILLIE
                       Dinner?  And with a prince?!  My
                       luck is changing.  But look at
                       me -- my god, I've to to get
                       ready!

       She hurried off with one of the servants toward her room.  Chat-
       tar Lal smiles cooly at Indiana --

                                   CHATTAR LAL
                       Eight o'clock in the Pleasure
                       Pavilion.

                                                               CUT TO:

60.    EXT.  THE PLEASURE PALIVION - NIGHT                            60.

       An extraordinary gold dome rises in the middle of the eleaborate
       gardens.  The Pleasure Pavilion is ablaze with torch lights,
       flickering candles and exotic music.

       Indiana comes out of the palace with Short Round.  Indy has on a
       tweed jacket and a nectie -- his university professor's outfit.
       Short Round has been cleaned up, but still sports his baseball
       cap.

       Willie joins them, looking stunning is a silk Western-styled
       gown.  She's also been loaned some Moghul jewelry which sparkles
       on her neck and arms.

                                   INDIANA
                       You look like a princess.

       Willie's flattered by the first nice thing Indy's said to her.

                                   WILLIE
                       It's sort of like being in heaven.

       They cross the garden toward the pavilion and Willie's eyes are
       like a kid's at Christmas.

61.    INT.  THE PLEASURE PAVILION                                    61.

       As they enter, Indiana gives a half-dressed dancing girl the
       once-over as she spins to the music of drums and "vinhas".

                                   INDIANA
                                  (smiling)
                       I've always had a weakness for
                       folk dancing.

                                   WILLIE
                                  (snidely)
                       She might get away with that act
                       here, but she'd never make it in
                       a real nightclub.

       They walk among the rich court ministers and Indian merchants.
       Chattar Lal approaches with a British cavalry captain in unifrom.

                                   CHATTAR LAL
                       We are fortunate tonight to have
                       some many unexpected guests.  his
                       is Captain Phillip Blumburtt.

       Blumburtt bows to Willie and Indiana.

                                   CHATTAR LAL (Cont'd)
                       Captain Blumburtt and his troops
                       are here to check up on the
                       "natives".

                                   CAPT. BLUMBURTT
                                  (politely)
                       Just a routine inspection tour.

                                   CHATTAR LAL
                       The British worry so about their
                       Emprie -- it makes us feel like
                       well-cared-for children.

                                   WILLIE
                       Listen, Mr. Lal, what do you call
                       the Maharajah's  wife?

                                   CHATTAR LAL
                       His Highness has not yet taken a
                       wife.

                                   WILLIE
                                  (happily)
                       No?  Well, I guess he just hasn't
                       met the right woman...

       As Willie chatters on with the Prime Minister, Indiana wanders
       off.  He moves to a wall where bronze statues and strange devo-
       tional objects are displayed.

                                   CAPT. BLUMBURTT
                                  (joining Indy)
                       Interested in local curios?

                                   INDIANA
                       No.  But I am interested in the
                       occult.  And this is a krtya.

       Indiana picks up a small clay figurine and examines it.

                                   CAPT. BLUMBURTT
                                   (grimacing)
                       Charming.

                                   INDIANA
                       It's like the voodoo dolls of West
                       Africa.  The kryta represents your
                       enemy -- and gives you complete
                       power over him.

                                   CAPT. BLUMBURTT
                       That God all that mumbo jumbo
                       rubbish is disappearing.

                                   INDIANA
                       You think so?

                                   CAPT. BLUMBURTT
                       Of course.  Admittedly, it's taken
                       time.  Britian's controlled India
                       for almost two hundred eyars now.

       Indiana smiles at the somewhat pompous bureaucrat.

                                   INDIANA
                       You're hanging on better here
                       than you did in America.

                                   CAPT. BLUMBURTT
                                  (smiling sourly)
                       This is a different situation, Dr.
                       Jones.  These people are like
                       children.  We have to lead them
                       slowly into the twentieth century.

       Indiana puts the doll down and looks over at Chattar Lal and
       Willie.

                                   INDIANA
                       The Prime Minister doesn't seem
                       that naive.

                                   CAPT. BLUMBURTT
                       No, he's a very shrewd old boy.
                       Power behind the throne and all
                       that.  He actually runs this whole
                       province.

       Indy and the Prime Minister exchange distant looks as Willie
       comes back over to Indiana.  She talks to him conspiratorially --

                                   WILLIE
                       I think this Maharajah is swim-
                       ming in money.  Maybe coming here
                       wasn't such a bad idea.

       Blumburtt finds these Americans quite suspect and seems relieved
       when he hears a drum.

                                   CAPT. BLUMBURTT
                       I believe we're being called to
                       dinner.

                                   WILLIE
                       Finally!

       As the drum beats the assembled guests move toward a long, low
       table surrounded by colorful pillows.  Short Round follows with a
       little monkey he's found perched on his arm.

       As everyone stands around the table, Chattar Lal makes an an-
       nouncement in Hindi and then in English --

                                   CHATTAR LAL
                       His Supremem Highness, guardian of
                       Rajput tradition -- the Maharajah
                       of Pankot -- Zalim Singh.

       All eyes are on two solid silver doors which open -- and through
       which now walks the MAHARAJAH ZALIM SINGH.  Everyone is bowing,
       including Indiana and Willie, who looks amazed --

                                   WILLIE
                       That's the Maharajah -- that kid?!

                                   INDIANA
                       Maybe he likes older women.

       Indeed, Zalim Singh is only thirteen.  Outfitted in silver and
       gold brocade, festooned with enormous jewels, the litlle Mahara-
       jah gazes imperiously at the bowing crowd -- and then glares at
       Short Round.

       Indy sees Short Round chewing gum, staring antagonistically at
       the Maharajah.  Indy pushes SHort Round into a bowing position.

       The Maharajah finally sits down on golden pillows.  He nods and
       his guests take their seats.  Indiana sees Willie's dreams of
       queendom have vanished.

                                   INDIANA
                       Cheer up, you lost your prince,
                       but dinner's on the way.

                                   WILLIE
                       I've never been so hungry in my
                       life...

       Servants appear with silver platters of steaming food.  They
       place a platter in front of Willie and she stares at it in amaze-
       ment:

       It's a whole raosted boar, replete with a decorative arrow pierc-
       ing its bloated stomach and tiny broiled baby bores placed around
       it as if they were suckling on their well-cooked mother.

                                   WILLIE
                                 (grimacing)
                       My god, sort of grusome, isn't
                       it...?

       Seeing the meat being served, Indiana looks across the table at
       Blumburtt who seems equally puzzled.  Meanwhile, the little Maha-
       rajah whispers to his Prime Minsiter.  Then Chattar Lal speaks to
       the table --

                                   CHATTAR LAL
                       His Highness wants me to welcome
                       his visitors.  Especially the
                       renowned Dr. Jones from America.

       Indy bows slightly toward the Maharajah.

                                   INDIANA
                       We are honored to be here.

       Servants put down another platter.  Willie stares at an enormous
       steaming boa constrictor on the platter.  With a flash of a
       knife, a servant slits the huge snake and exposes a mass of
       squirming, live baby eels inside...

                                   WILLIE
                       Suddenly I'm not so hungry...

       Meanwhile, Indiana is chatting poleitely with the Prime Minister.

                                   INDIANA
                       I had a question, Mr. Prime Mini-
                       ster.  I was examining some of the
                       Maharajah's artifacts.

                                   CHATTAR LAL
                       A very fine collection of very old
                       pieces, don't you think?

                                   INDIANA
                       Yes, very fine.  But not all of the
                       pieces look old.  Some were carved
                       recently and look like images used
                       by the Thuggees to worship the god-
                       des Kali.

       At the emntion of the Thuggees, the Indians at the table quiet,
       as it a taboo has been broken.  Chattar Lal glares at Indiana.

                                   CHATTAR LAL
                       Dr. Jones, you know very well that
                       the Thuggee cult has been dead for
                       nearly a century.

                                   CAPT. BLUMBURTT
                       Of course.  The Thuggees were an
                       obscenity that worshipped Kali
                       with human sacrifices.  The Brit-
                       ish Army wiped them out about the
                       time of the Mutiny of 1857.

       Short Round avoids the dinner by feeding it to his little monkey
       as he listens to the scary conversation.

       The talk is bad enough, but Willie finds the food unbelievable!
       A servant leans overher shoulder and places a six-inch long BUG
       on her plate!

       Willie whimpers quietly as she watches the fat merchant next to
       her lift one of the black, shiny baked-beetles -- and crack it in
       two!  The man proceeds to enthusiastically suck the gooey innards
       out.

                                   MERCHANT
                              (looking at Willie)
                       But you're not eating!

                                   WILLIE
                                  (weakly)
                       I uh -- had bugs for lunch.

       Meanwhile, Indiana continues to politely needle Chattar Lal.

                                   INDIANA
                       I suppose stories of the Thuggees
                       die hard.

                                   CHATTAR LAL
                       There are no stories anymore.

                                   INDIANA
                       Well, I don't know... we came here
                       from a small village and the peas-
                       ants there told us that the Pankot
                       Palace was growing powerful again
                       -- becuase of some ancient evil.

       Indiana smiles and shrugs.

                                   CHATTAR LAL
                                  (sneeringly)
                       Their stories are just fear and
                       folklore.

                                   INDIANA
                                   (cooly) 
                       Maybe.. but how do you explain
                       The Thuggee shrine I saw right
                       below the palace?

       Indy catches a glance between the little Maharajah and the prime
       minister, who answers slowly --

                                   CHATTAR LAL
                       The local peasants are just as
                       superstitious.  You're very ob-
                       servant, Dr. Jones.  But you're
                       beginning to worry Capt. Blum-
                       burtt.

       Blumburtt's phlegmatic attitude has changed to curiosity.

                                   CAPT. BLUMBURTT
                       I'm not worried, Prime Minister,
                       just interested.

       During their conversation, Willie listens to beetles SNAPPING and
       she watches revolted as the other dinner guests suck the gooey
       insides out of the bugs.

                                   WILLIE
                             (to Short Round)
                       Give me your hat...

                                   SHORT ROUND
                       What for?

                                   WILLIE
                       I'm going to puke in it...

       Meanwhile, Indy continues ingenously with Chattar Lal.

                                   INDIANA
                       You know the villagers also
                       claimed that this palace stole
                       something from them.

                                   CHATTAR LAL
                       Dr. Jones, it our country a guest
                       does not usually insult his host.

                                   INDIANA
                       Sorry, I thought we were just talking
                       about folklore.

                                   CAPT. BLUMBURTT
                           (trying to make peace)
                       I'm sure it's nothing.  Just ru-
                       mors.
                                  (but interested)
                       What was it they claimed was
                       stolen?

                                   INDIANA
                       Something magical.  A sacred rock.

                                   CHATTAR LAL
                                 (condescendingly)
                       There, you see, Captain.  A rock!

                                   INDIANA
                       When they lost this rock their
                       fields and animals dies.  They
                       also said their children were
                       taken from them.

                                   CHATTAR LAL
                       I think that's enough  of this
                       nonsense, Dr. Jones...

       Indiana smiles faintly at Chattar Lal's anger.  Across the table,
       Willie looks pale and motions to the waiter.

                                   WILLIE
                       So you have something, you know,
                       simple -- like soup or something?

       The servant goes off and returns with a covered bowl.  He uncov-
       ers it and Willie looks at a soup with a dozen eyeballs floating
       in it.

                                   MERCHANT
                       Looks delicious!

                                   WILLIE
                       I wanna go home...

       Willie whimpers and tears start down her cheeks.

                                   INDIANA
                               (to Chattar Lal)
                       I was dubious muself at first.
                       Then something connected -- the
                       village's rock and the old legend
                       of the Sankara Stones...

                                   CHATTAR LAL
                            (controlling himself)
                       Dr. Jones, we are all vulnerable
                       to vicious rumors.  I seem to re-
                       member that in Honduras you were
                       accused of being a grave robber
                       rather than a scientist.

                                   INDIANA
                                 (shrugging)
                       The newspapers exaggerated the
                       incident

                                   CHATTAR LAL
                       And didn't the Sultan of Madagas-
                       car threaten to cut your head off
                       if you ever returned to his coun-
                       try?

                                   INDIANA
                       That was a misunderstanding.

                                   CHATTAR LAL
                                   (smiling)
                       Exactly what we have here, Dr.
                       Jones.

                                   MAHARAJAH
                       I have heard the terrible stories
                       of the evil Thuggee cult...

       When the little Marahajah speaks it surprises everyone and there
       is silence.

                                   MAHARAJAH (Cont'd)
                       I thought the stories were told
                       to frighten children.  Later, I
                       learned that the Thuggee cult was
                       once real and did unspeakable
                       things.

       The Marahajah looks at Indiana.

                                   MAHARAJAH (Cont'd)
                       I am ashamed of what happened here
                       so many years ago.  We keep these
                       objects -- to remind us that this
                       will never again happen in my
                       kingdom!

                                   INDIANA
                              (after a moment)
                       I'm sorry if I've offended you.

       Now, more trays are whisked in by servants.

                                   MERCHANT
                       Ah, dessert!

       Short Round's monkey suddenly screeches and takes off.  Willie
       closed here eyes in dread - but curiosity gets the best of her
       and she looks -- it's worse than she could imagine:

       Plates full of small, dead monkey heads!  (*Production note: be-
       cause of his extremely sensitive nature, the director has reque-
       ted that these monkey heads be simulated).

       The tops of the monkey's skulls have been cut off and sit loose
       like little covers.  Willie watches in utter dismay as the Maha-
       rajah and his guests remove the skull-tops and start dipping
       spoons into what's inside --

                                   MERCHANT (Cont'd)
                       Chilled monkey brains!

       Willie keels over, crashing backwards in a dead faint!

                                                               CUT TO:

62.    INT.  A PALACE HALL - LATER                                    62.

       Women servants help a woobly-kneed Willie toward her room.

63.    EXT.  THE PELASURE GARDEN - NIGHT                              63.

       Hundreds of lanters illuminate the garden where after dinner
       drinks are served, cigars lighted and hookah pipes puffed on.

       Indiana comes out of the pavilion into the garden with Capt.
       Blumburtt and they talk quietly.

                                   CAPT. BLUMBURTT
                       Rather bizarre menu, woundn't you
                       say?

                                   INDIANA
                       Even if they were trying to scare
                       us away, a devout Hindu would
                       never touch meat.
                                (looking around)
                       Makes you wonder what these people
                       are...

       Now, the little Maharajah comes over with his retinue and he
       reaches for Indy's whip which Short Round is carrying.

                                   MAHARAJAH
                       I have seen this thing.  What is
                       it, Dr. Jones?

                                   SHORT ROUND
                       Hey, nobody touches Indy's whip!

       Short Round grabs for it, but Indiana restrains him.

                                   INDIANA
                       We're guests here, Shorty.

       The Maharajah glares are Short Round and five the whip to Indy.

                                   MAHARAJAH
                       You will show me how it works
                       please.

       Indy bows to the little prince and smiles ironically --

                                   INDIANA
                       You wish is my command, your
                       Highness.

       While Short Round watches angrily, Indiana walks across the gar-
       den and unfurls the whip.  Indy sees a servant lighting a candle.

       Suddenly the whip flies and CRACKS like a pistol shot.  The
       candle disappears!  Indiana whirls and CRACKS the whip again,
       snagging a flower out of a dancing girl's hair.

       The Maharajah reacts like any kid -- he shoops happily.

                                   MAHARAJAH
                       That is wonderful!  Please teach
                       me how!

       Short Round sulks as he listens to Indiana instructing the Maha-
       rajah on how to hold the whip.  As the young prince practises the
       grip, Indy notices Chattar Lal slip behind a fountain to talk to
       a dark figure in robes who appears.

       Indiana sees Chattar Lal bow to the dark figure -- and Indy
       catches a glimpse of the stranger's pale face and dark hollow
       eyes.  Then the robled apparition seems to disappear.

       Meanwhile everyone watches respectfully as the Maharajah unfurls
       the whip for his first attempt.  He flings the whip but it flies
       back and snaps  -- biting his own  cheek.

       There's a stunned silence -- then Short Round laughs  at the
       little prince who is holding his wounded cheek.  The incensed Ma-
       rahajah suddenly flashes the whip as Short Round.

       Short Round grabs the end of it and pulls hard -- the whip is
       tugged taut between the two hostile boys.  As they draw near each
       other, Short Round sees something weird:

       The little Maharajah's eyes begin glowing yelloe and he hisses
       softly in a strange voice.  Nobody else sees or hears the bizarre
       transformation...

       Indiana finally intercedes -- he grabs Short Round by the neck.

                                   INDIANA
                       Okay, Short Round, let go of it.

       Short Round lets go and Indy gently takes the whip back from the
       little prince.

                                   INDIANA (Cont'd)
                       The Turks say that a whip can be
                       an enemy even to its owner.  If
                       you get some rope, it'll be easier
                       to learn with, your Highness.
                       Now, I think we'll say goodnight.

       The Maharajah and Short Round stare hostiley at each other as
       Indy recoils his whip.

                                                               CUT TO:

64.    INT.  A PALACE HALL - NIGHT                                    64.

       Short Round walks beside Indiana down the shadowy hall toward
       their room.  Short Round has Indy's whip curled around his shoul-
       der.  The little fellow yawns and shakes his head.

                                   SHORT ROUND
                       That little Maharajah think he
                       big stuff.

                                   INDIANA
                       You don't like him do you?

                                   SHORT ROUND
                       Next time I flatten him!  Did you
                       see his eyes?

                                   INDIANA
                       No.

                                   SHORT ROUND
                       Indy, they glow like fire and get
                       real crazy!  Then he talk in this
                       real scary voice!

       Indy tousles Short Round's hair.

                                   INDIANA
                       He was afraid of you.  He knows a
                       tough  guy when he sees one.

                                   SHORT ROUND
                                  (not so shure)
                       Yeah, that's what happened...

       They reach their room and Short Round opens the door.

                                   INDIANA
                       I better see how Willie is.

       Short Round shakes his head scornfully as Indy crosses the hall
       and knocks on another door.  After a moment, the door opens and
       Willie is standing there in a tempting nightgown.

                                   INDIANA
                       I brought you something.

       He holds up something wrapped in a piece of silk.

                                   WILLIE
                                (disgusted)
                       Not leftovers?

                                   INDIANA
                       No -- real food.

       Willie opens the bundle suspiciously -- then her hace lights up
       as she examines the breads and fruits inside.

                                   WILLIE
                       Oh, it is real food...it's
                       beautiful.

       She bites happily into a piece of fruit -- its juice runs down
       her chin and Indy wipes it off gently with his hand.  The mouth
       deliberately seductive and Willie is not displeased.

                                   WILLIE (Cont'd)
                       You're nice.  Listen, I'm taking
                       applications -- how'd you like to
                       be my palace slave?

                                   INDIANA
                                  (smiling)
                       Wearing your jewels to be, prin-
                       cess?

       Indy touches her necklace -- then his hand caresses her neck and
       ear.  She shivers slightly and speaks softly.

                                   WILLIE
                       Yeah -- and nothing else.
                                  (smiling)
                       That shock you?

                                   INDIANA
                              (shaking his head)
                       I'm a scientist.  I like doing
                       research on certain "nocturnal
                       activities" --

       She smiles and puts a grape to his lips.  He opens his mouth
       takes it and chews it.

                                   WILLIE
                       You mean like love rituals...

       He swallows the grape and they move toward each other slowly to
       kiss, revealing the passion that's simmering.

                                   INDIANA
                       And mating customs...

       They kiss again more heatedly.

                                   WILLIE
                       Primitive sexual practices?

                                   INDIANA
                       You're taling to an authority
                       in that area.

       They kiss again hungrily --

                                   WILLIE
                       You're dying to come into my room,
                       aren't you?

                                   INDIANA
                       You want me so bad, why don't you
                       invite me?

                                   WILLIE
                       Too proud to admit you're crazy
                       about me, Dr. Jones?

                                   INDIANA
                       I think you're too used to get-
                       ting you own way, Willie...

       They kiss yet again -- and Indy breaks it off, just to show he's
       still in control.  He backs away toward his room.

                                   WILLIE
                              (watching him)
                       We'll see who gives in first --
                       I'll leave my door open.

                                   INDIANA
                       Don't catch cold.

                                   WILLIE
                       Dr. Jones -- ?

       Indy stops by his door and sees Willie smiling as she holds up
       five fingers --

                                   WILLIE (Cont'd)
                       Five minutes... you'll be back
                       over here in five minutes...

                                   INDIANA
                       You're dreaming, Willie.  You want
                       to make it real, just knock on my
                       door.

       He winks.  She waves.  But neither one will surrender first.
       Willie does into her room, leaving the door ajar.  Indy opens his
       door.

65.    INT.  INDIANA'S SUITE                                          65.

       Indy comes in and closes the door -- leaving it open a crack.  He
       stands and listens, waiting for her to come over.

66.    INT.  WILLIE'S SUITE                                           66.

       Willie stands likewise by her door, waiting to hear Indy come
       back over.

67.    INT.  INDIANA'S SUITE                                           67.

       Indiana shrugs and walks over to a couch and starts taking off
       his tweed jacket and necktie --

                                   INDIANA
                       Five minutes... fat chance.

68.    INT.  WILLIE SUIT                                              68.

       Willie moves around her lavish suite, turning down lights, creating
       a romantic effect, checking herself in a mirror --

                                   WILLIE
                                (confidently)
                       Five minutes, Dr. Jones...

69.    INT.  INDIANA'S SUITE                                          69.

       Indy undresses in the magnificently decorated room:  wall paint-
       ings show palace scenes and landscapes; life-size figures
       dance and there are full-scale portraits or Rajput princes and
       prancing horses.  But Indy's more concerned with lust than with
       art.

                                   INDIANA
                                 (muttering)
                       ...want me to be her palace slave!

       He picks up his whip and smiles, considering using it on her.
       Then he just grubles and tosses the bullwhip onto the couch.

70.    INT.  WILLIE'S SUITE                                           70.

       Lying in bed in a seductive pose, Willie waits for Indy to show
       up and she starts to look worried.  She grabs a clock and shakes
       it to see