RAIDERS OF THE LOST ARK

                                  Screenplay



                                      by



                                LAWRENCE KASDAN





                                     Story



                                       by



                                  GEORGE LUCAS















               REVISED THIRD DRAFT                      AUGUST 1979







                         This screenplay is the property of

                              MEDWAY PRODUCTIONS, INC.

                         and is intended solely for company

                           personnel. Distribution to any

                         Unauthorized persons is prohibited.



                              MEDWAY PRODUCTIONS, INC.

                                    P.O. BOX 8669

               Universal City, CA.  91608           (213)  760-3800



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



       FADE IN:



1      EXT.  PERU - HIGH JUNGLE - DAY                          1



       The dense, lush rain forests of the eastern slopes of

       the Andes, the place known as "The Eyebrow of the Jun-

       gle".  Ragged, jutting canyon walls are half-hidden by

       the thick mists.



       The MAIN TITLE is followed by this:



                                  PERU

                                  1936



       A narrow trail across the green face of the canyon.  A

       group of men make their way along it.  At the head of

       the party is an American, INDIANA JONES.  He wears a

       short leather jacket, a flapped holster, and a brimmed

       felt hat with a weird feather stuck in the band.  Behind

       him come two Spanish Peruvians, SATIPO and BARRANCA.

       Bringing up the rear are five Yagua INDIANS.  They act

       as porters and are wrangling the two heavily-packed

       llamas.  The Indians become increasingly nervous.  They

       speak to each other in bursts of Quechua.  The American,

       who is known to his friends as Indy, glances back at them.



                                   BARRANCA

                                   (irritated)

                     They're talking about the Curse

                     again!



       He turns and yells at the Indians in Quechua, his anger

       giving an indication of his own fears.  The party reaches

       a break in the canyon wall and takes the trail through it.



       When they emerge, their destination is revealed to them

       in the distance.  Beyond a thick stand of trees is the

       vegetation-enshrouded TEMPLE OF THE CHACHAPOYAN WARRIORS,

       2000 years old.



       The entire party is struck by the sight.  The Indians,

       terrified now, chatter away.  Suddenly the three at the

       back turn and run, dropping their packs as they go.  Bar

       ranca yells at the fleeing Indians and pulls his pistol

       out.  He starts to raise his arm to aim but Indy restrains

       it in a muscular grip.



                                   INDY

                     No.



       Barranca looks evilly at Indy's hand upon him.  Indy re-

       leases him and smiles in a friendly way.



                                  INDY

                    We don't need them.



       Satipo watches this confrontation with some concern.



                                  BARRANCA

                    I do not carry supplies.



                                  INDY

                    We'll leave them.  Once we've got

                    it, we'll be able to reach the plane

                    by dusk.



       He turns back to the trail.  Satipo gets the two remaining

       Indians moving behind Indy.  Satipo and Barranca then have

       a fast, silent communication:  Barranca indicates his de-

       sire to slit Indy's throat; Satipo gives him a look that

       says "Be patient, you idiot".





2      THE APPROACH TO THE TEMPLE                              2



       The party fans out to fight their way through the en-

       twined trees that guard the temple.  Visibility is cut to

       five feet in the heavy mist.  Satipo extracts a short,

       native dart from a tree and examines the point gingerly



                                  SATIPO

                             (showing Indy)

                    The Hovitos are near.  The poison

                    is still fresh...three days.  They're

                    following us, I tell you.



                                  INDY

                    If they knew we were here, they would

                    have killed us already.



       The two Indiana jabber in Quechua, near hysteria.  Bar-

       ranca is sweating profusely, eyes darting.  He yells at

       the Indians in Quechua to "shut up".



       In the undergrowth, there is slithering movement.



       Indian #1 draws aside a branch and is faced with a hor-

       rific stone sculpture of a Chachapoyan demon.  The Indian

       is so frightened no sound comes out when he screams.  He

       turns and runs silently away.



       Indian #2 calls to his friend.  Getting no response, he

       steps in that direction.  A huge macaw, flushed from the

       undergrowth, screams and flies away.  Indian #2 does ex-

       actly the same thing, never to be seen again.



       Indy, Satipo and Barranca, just clearing the trees, look

       back in that direction.  They all turn to face the Temple.



       It is dark and awesome.  Vegetation curls from every

       crevice, over each elaborate frieze.  The entrance--

       round, open and black--has been designed to look like

       open jaws.



                                  INDY

                    So this is where Forrestal cashed in.



                                  SATIPO

                    A friend of yours?



                                  INDY

                    Competitor.  He was good, very good.



                                  BARRANCA

                                  (nervous)

                    No one has ever come out of there alive.

                    Why should we put our faith in you?



       Indy takes the weird feather from the band of his hat.

       From around its point, he slips a tightly rolled piece

       of parchment.  Barranca and Satipo exchange a quick "So

       that's where is was!" look.  They all kneel as Indy

       spreads out the parchment.  On it is one-half of a crude

       floorplan of the Temple.



                                  INDY

                    No one ever had what we have...

                    partners.



       Indy fixes them with an expectant stare.  Satipo produces

       a similar, but folded, piece of parchment.  He lays it--

       the other half of the floorplan--next to Indy's.  They

       all regard it for a moment, then Indy stands and walks

       toward the Temple.  Barranca's eyes are shining as they

       dart between the floorplan and Satipo.



                                  INDY

                               (back turned)

                    Assuming that pillar there marks

                    the corner and...



       Barranca is suddenly on his feet, quietly drawing his pis-

       tol.  He raises it toward Indy as Satipo realizes with

       alarm what he's doing.  Too late.  Indy's head turns and

       he sees Barranca.



       Indy's next move is amazing, graceful and fast, yet

       totally unhurried.  His right hand slides up under the back

       of his leather jacket and emerges grasping the handle of

       a neatly curled bullwhip.  With the same fluid move that

       brings Indy's body around to face the Peruvian, the whip

       uncoils to its full ten foot length and flashes out.



       The fall of the whip (the unplaited strip at the end of

       the lash) wraps itself around Barranca's hand and pistol.

       He could not drop the gun now if he tried.



       Indy gives the whip a short pull and Barranca's arm in

       jerked down, where it involuntarily discharges the gun

       into the dirt.  Barranca is amazed, but feels some slack

       in the whip and immediately raises the gun toward Indy

       again, cocking it with his free hand.



       Indy's face goes hard.  And sad.



       Indy sweeps his arm in a wide arc.  Barranca spins around,

       enclosed in the whip, his gun hand stuck tight against

       his body.  Indy gives one more short jerk on the whip

       handle and Barranca's gun fires.  Barranca falls dead.



       Indy looks quickly at Satipo, who is shocked and fright-

       ened.  He raises his arms in supplication.



                                  SATIPO

                    I knew nothing!  He was crazy!

                    Please!



       Indy looks him over, then nods.  He frees the whip from

       Barranca's body and picks up the man.  His eyes sweep

       the surrounding woods.



                                   INDY

                    Let's go. 





3      INT. TEMPLE - INCLINED PASSAGE - DAY                    3



       Indy and Satipo, carrying a torch, walk up the slightly

       inclined, tubular passage from the main entrance.  The

       interior is wet and dark, hanging with plant life and

       stalactites.  Their echoing footsteps intermittently

       overpower the sounds of loud dripping, whistling air

       drafts and scampering claws.





4      HALL OF SHADOWS                                         4



       Indy leads the way down a twisting hallway, Satipo's

       torch barely lighting his way from behind.  Indy dis-

       appears in a shadow and when he reappears a moment later

       a huge black tarantula is crawling up the back of his

       jacket.  Indy doesn't notice and disappears into another

       shadow, emerging with two more tarantulas on his back.



       Satipo sees them and makes a frightened grunting sound.

       Indy looks at him, sees what he's pointing at and cas-

       ually brushes all three spiders off with his rolled

       whip, as he would a fly.  Satipo pirouettes for an in-

       spection and Indy flicks one off the Peruvian's back.



       Indy begins picking up little pocket-sized artifacts from

       the niches and ledges of the Temple.  He continues to

       do this as the men penetrate the Temple.  His collecting

       is quick and expert, evaluating the pieces in an instant,

       discarding some, stuffing others into his clothes, and

       never stopping his forward progress.





5      CHAMBER OF LIGHT                                        5



       The men reach an arch in the hall.  The small chamber

       ahead, which interrupts the hall, is brightly lit by a

       shaft of sunlight from high above.  Indy stops, looks

       it over.



                                  SATIPO

                    What's wrong?  Are you lost?



       Indy picks up a stick and throws it through the shaft

       of light.  Giant spikes spring together from the sides

       of the chamber with a ferocious CLANG!  And impaled on

       the spikes are the remains of a white man, half-fleshed,

       half skeleton, in explorer-type grab.  Indy reaches out

       and takes hold of the man's carcass.  As the spikes slowly

       retract, Indy pulls it free and seats the remains gently

       on the floor.



                                  INDY

                    Forrestal.



                                  SATIPO

                                  (gulps)

                    We can go no further.



                                  INDY

                    Now, Satipo, we don't want to be

                    discouraged by every little thing.



       Indy steps sideways into the chamber.  His back pressed

       against the very points of the retracted spikes, he moves

       along the edge of the light beam, and steps clear on the

       other side.  Satipo grimaces and begins sweating his way

       through.





6      STAIRWAY                                                6



       Indy and Satipo come down stone stairs to a tight land-

       ing.  Framing the entry are a carefully strung network of

       dead vines, each somehow hooked into the wall, narrowing

       the opening even more.



                                   INDY

                           (taking torch)

                    Let me see that.



       He lowers the torch to the floor of the landing.  The

       landing is carpeted with human skeletons, one on top of

       another, all squashed flat as cardboard.  Satipo gasps.

       Indy looks up at the ceiling of the landing, then steps

       onto skeletons, which make a cracking noise under his feet.



                                  INDY

                    Try not to touch the vines.

                    



7      FOYER OF THE SANTUARY                                   7



       The men are in a high, straight hallway 50 feet long.

       The door at the end is flooded with sunlight.



                                  SATIPO

                    Senor, I think we are very close.



       Indy stands still looking at the hall.



                                  SATIPO

                                (impatient)

                    Let us hurry.  There is nothing

                    to fear here.



                                  INDY

                    That's what scares me.



       They begin walking down the hall side by side.  Satipo

       has inched a little ahead.  Suddenly his lead foot comes

       down and through the floor!  As Satipo begins to pitch

       forward, Indy grabs him by the belt and pulls him back.

       They both look down at the "floor".



       Indy swings his whip across the floor.  Fifteen feet of

       it cuts open beneath the lash, falling away to reveal

       black pit as wide as the hall.  The illusory floor was

       made of dust-covered cobwebs.  Satipo picks up a stone

       and drops it down the pit.  No sound.  The two men ex-

       change glances.  Indy looks up at the high roof of the

       hall.  He swings the whip up around a support beam, tests

       its strength with a pull and swings over the pit on the

       whip.  From the other side he swings the whip back to

       Satipo, who throws Indy the torch.  Satipo swings across.

       When they are both standing on solid floor there is a

       moment of quiet in which they hear, from far, far below--

       SPLASH!  Indy wedges the whip handle into the wall and

       leaves it strung to the beam for quick retreat.





8      THE SANTUARY                                            8



       A large, domed room.  Ten evenly-spaced skylights send

       their shafts of sunlight down to a unique tiled floor:

       white and black tiles laid out in a lovely, intricate

       pattern.  Indy and Satipo stand at the door and look

       across the wide room at the altar.  There, in the supreme

       hallowed spot, is a tiny jeweled figurine, Indy's real

       objective.



       Two torches, many years old, are in holders by the door.

       Indy takes one down and lights it.  He gives the regular

       torch to Satipo.



                                   SATIPO

                     There's plenty of light, amigo.



       Indy kneels and uses the unlit end of the torch to reach

       out and tap a white tile.  It is solid.  He taps a black

       tile.  There is a whizzing sound and a tiny dark sticks

       in the torch.  Satipo points to the wall nearby: there is

       a recessed hole there.



                                   SATIPO

                     From that hole!



       Indy nods, stands and looks around the sanctuary.  The

       entire room is honey-comed with the same kind of hole.

       Satipo sees it too and is properly impressed.



                                   INDY

                     You wait here.



                                   SATIPO

                     If you insist, senor.



       Torch in hand, Indy begins his careful walk across the

       sanctuary.  Stepping only on the white tiles, he almost

       appears to be doing a martial arts kata.  Before each

       big move he waves the torch in front of him head to toe,

       looking at the flame.  Halfway out, he sees something

       on the floor and kneels to look at it.



       A dead bird lies on one of the white tiles.  Its body is

       riddled with little deadly darts.  This has great signi-

       ficance to Indy and he stands with even greater caution.

       He waves the torch ahead of him and at waist height an

       air current whips at the flame.  Indy ducks under it and

       leaves a burn mark on the white tile beneath it.



       Satipo watches, wide-eyed and mystified.



       Indy reaches the altar.  The tiny idol looks both fierce

       and beautiful.  It rests on a pedestal of polished stone.

       Indy looks the whole set-up over very carefully.  From

       his jacket he takes a small, canvas drawstring bad.  He

       begins filling it with dirt from around the case of the

       altar.  When he has created a weight that he thinks ap-

       proximates the weight of the idol, he bounces it a couple

       times in his palm concentrating.  It's clear he wants to

       replace the idol with the bag as smoothly as possible.

       His hand seems ready to do that once, when he stops, takes

       a breath and loosens his shoulder muscles.  Now he sets

       himself again.  And makes the switch!  The idol is now in

       his hand, the bag on the pedestal.  For a long moment it

       sits there, then the polished stone beneath the bag drops

       five inches. This sets off an AURAL CHAIN REACTION of

       steadily increasing volume as some huge mysterious mechanism

       rumbles into action deep in the temple.



       Indy spins and starts his kata back across the sanctuary

       at four times the speed.



       Satipo's eyes widen in terror.  He turns and runs.





9      THE RETREAT - INTERCUTTING INDY AND SATIPO              9



       The sanctuary has begun to rumble and shake in response

       to the mysterious mechanism.  Just as Indy goes out the

       door, a rock shakes loose from the wall and rolls onto the

       tiles floor.  Immediately, a noisy torrent of poison darts

       filles the room.



       IN THE FOYER, Satipo swings across the pit.  He makes it

       just as the whip comes undone from the beam, leaving Indy

       without an escape.  Satipo, extremely nervous, regards

       the whip a moment then turns back to face Indy, who has

       run up to the far side of the pit.



                                   SATIPO

                     No time to argue.  Throw me the

                     idol, I throw you the whip.



       Indy hesitates, eyeing the rumbling walls.



                                   SATIPO

                     You have no choice!  Hurry!



       Indy concurs with that assessment.  He tosses the idol

       across the pit to Satipo.  Satipo stuffs it in the front

       pocket of his jacket, gives Indy a look, then drops the

       whip on the floor and runs.



                                   SATIPO

                     Adios, amigo!



       Indy grimaces.  He had a feeling this might happen.  He

       looks around.



       AT THE VINED LANDING, Satipo flies through like a chubby

       ballet dancer and takes the steps five at a time.



       IN THE FOYER, Indy runs in full stride to the edge of the

       pit and broad jumps into space.  He doesn't make it.  His

       body hits the far side of the pit and he begins to slide

       out of view.  Only wild clawing with his fingers at the

       edge of the pit stops his descent.  With just the tips

       of his fingers over the edge, he begins pulling himself up.



       AT THE CHAMBER OF LIGHT, Satipo has slowed down.  He begins

       to edge carefully around the light shaft.



       AT THE VINED LANDING, Indy sails through sideways and rolls

       to a stop at the bottom of the steps.  His whip is grasped

       in his hand.  As he raises himself, he hears, from above

       the giant spikes of the Chamber of Light CLANG! and an

       abrupt, sickening rendition of SATIPO'S LAST SCREAM.  Indy

       runs up the steps.  The rumbling sound grows louder.



       AT THE CHAMBER OF LIGHT, Indy slides to a stop.  The

       spikes have retracted, taking Satipo's body to one side.

       Indy edges into the chamber with his back to the shaft

       of light.  Soon he is face to face with the dead Satipo;

       spikes protrude from several vital spots in the Peruvian's

       body.  Indy removes the idol from Satipo's pocket and

       moves quickly out the other side.



                                   INDY

                     Adios.





10     THE INCLINED PASSAGE                                    10



       Indy shoots out of a cut-off hallway and turns toward the

       exit.  The rumbling is very loud and now we see why:

       right behind Indy a huge boulder comes roaring around a

       corner of the passage, perfectly form-fitted to the passage-

       way.  It obliterates everything before it, sending the sta-

       lactites shooting ahead like missles.  Indy dashes for

       the light of the exit.  His hat flies off his head.  Almost

       immediately it is crushed by the boulder.  Indy dives out

       the end of the passage as the boulder slams to a perfect

       fit at the entrance, sealing the Temple.





11     EXT.  FRONT OF THE TEMPLE - DAY                         11



       Indy lies on the ground, gasping for air.  A shadow falls

       across him and he looks up.



       WHAT HE SEES.  looming above him are three figures.  Two

       are HOVITOS WARRIORS in full battle paint and loin cloths.

       They carry long blow guns.  But the man in the center draws

       Indy's attention.  He is a tall, impressive white man,

       dressed in full safari outfit including pith helmet.  His

       name is EMILE BELLOQ.  His face is thin, powerful; his eyes

       hypnotic; his smile charming, yet lethal.  His heavily

       French-accented speech is deep, mellifluous, wonderful.

       Back beyond Belloq and his two escorts, thirty more Hovitos

       Warriors hover at the edge of the trees.



                                   BELLOQ

                     Dr. Jones, you choose the wrong

                     friends.  This time it will cost you.



       Belloq extends his hand.  Indy looks at it, then pro-

       duces the idol and hands it to Belloq.  Belloq extends

       his other hand, smiling.  Indy hands over his gun.  Belloq

       sticks it in his jacket.



                                   BELLOQ

                     And you thought I'd given up.



                                   INDY

                            (eyeing the Hovitos)

                     Too bad they don't know you like

                     I do, Belloq.



                                   BELLOQ

                                   (smiles)

                     Yes, too bad.  You could warn

                     them...if only you spoke Hovitos.



       With that, Belloq turns dramatically and holds the idol

       high for all the Hovitos to see and says something in

       Hovitos.  There is a murmur of recognition and all the

       Indians, including Belloq's escorts, prostrate themselves

       upon the ground, heads down.



       Indy is immediately up and running toward the edge of the

       clearing.



                                   BELLOQ

                                (in Hovitos)

                     Kill him!



       AT THE EDGE OF THE CLEARING, Indy disappears into the

       foliage.  An instant later, the leaves are peppered with

       a rain of poison darts and spears.





12     EXT. THE JUNGLE - INDY'S RUN - VARIOUS SHOTS - DAY      12



       Indy runs like hell through steadily falling terrain.

       And always close behind, a swift gang of angry Hovitos.

       Occasionally they get close enough to send a dart or

       spear whizzing past Indy's head.





13     EXT. THE URUBAMBA RIVER - DUSK                          13



       An amphibian plane sits in the water beneath a green cliff.

       Sitting on the wing is JOCK, the British pilot.  Indy

       breaks out of some distant brush and runs along the path

       at the top of the cliff.



                                   INDY

                               (yelling)

                     Get it going!  Get it going!



       Jock hops in and fires up the plane's engines.  Indy

       reaches a spot on the cliff above the place, glances

       back, them jumps into the river.  He comes up, swims

       to the plane and grabs a strut.



                                   INDY

                     GO!



       Jock starts the plane moving across the water as Indy

       walks across the wing and falls into the passenger com-

       partment.





14     OMIT                                             OMIT   14





15     OMIT                                             OMIT   15





16     INT. JOCK'S PLANE - DUSK                                16



       Indy relaxes and lies across the seat, a big smile on

       his face.  One hand drops to the floor of the cabin and

       Indy jumps, hitting his head.  On the floor of the cabin

       is a huge boa constrictor.  Indy tries to get his whole

       body onto the seat.  Jock sees what's happening.



                                   JOCK

                     Don't mind his.  That's Reggie.

                     Wouldn't hurt a soul.



                                   INDY

                     I can't stand snakes.



                                   JOCK

                     The world's full of them, you know.



                                   INDY

                     I hate them.



                                   JOCK

                     Come on now, Sport, show a little

                     of the old backbone.





17     EXT. JOCK'S PLANE - TWILIGHT                            17



       It soars off over the dark jungle.





18     INT. INDY'S OFFICE, SMALL EASTERN COLLEGE - DAY         18



       It's authum and the pretty, New England campus out Indy's

       window reflects it in dazzling color.  A few weeks be-

       fore the start of classes.  Activity just picking up.

       Some students about.



       Indy is at a bookcase near the window and he looks

       quite different in this setting.  His outfit is tweedy,

       slightly rumpled in the professional style.  Part of his

       attention is focused in a book and he wears glasses to

       see the fine print.  The office is cramped, absolutely

       innundated with books, maps, etchings and archeological

       artifacts.  In fact, the only neat spot in the room right

       now is Indy's desk, which has been cleared off expressly

       for the benefit of--



       MARCUS BRODY, the Curator of the National Museum in Wash-

       ington, D.C.  Brody is examining the small artifacts Indy

       pocketed on his way into the Peruvian Temple.  He occasion-

       ally uses a jeweller's eyepiece to get a closer look.  But

       he is distracted, his concerns elsewhere, and it is this

       that his old friend Indy senses from across the room.



                                   BRODY

                     Do you think the idol will ever

                     show up?



                                   INDY

                     I don't know.  Just because Belloq

                     had it doesn't mean he kept it.



       Indy snaps the book closed and puts it on the shelf.

       He takes his glasses off and focuses on Brody.  At the

       windowed door to his office, two pretty Coeds pause for

       a moment, look in at their sexy Archeology professor,

       giggle and disappear.



                                   INDY

                     Getting it away from those Indians

                     would be a neat trick

                              (a hard look)

                     I hope they got him.



       A young male graduate student, Indy's TEACHING ASSISTANT,

       taps on the door and then pushes his way in with an arm-

       load of reference books.  Indy helps him find a spot

       for them.



                                   TEACHING ASSISTANT

                     I couldn't get the McNabe, Professor.

                     Someone's got it checked out 'til

                     next month when classes start.



                                   INDY

                     That's all right, Phil.  Thanks

                     a lot.



                                   TEACHING ASSISTANT

                                    (eager to please)

                     Will there be anything else?



                                   INDY

                     No.  I'll see you Thursday.



       The Teaching Assistant leaves.  Brody is scowling as

       he examines the last of the artifacts.



                                   INDY

                     Hey, if you don't like them, I can

                     always return them.



                                   BRODY

                     No, they're beautiful.  The Museum

                     will but them as usual.  No ques-

                     tions asked.



                                   INDY

                     Then what's wrong?



                                   BRODY

                     I brought along some people today.



                                   INDY

                     What kind of people?



                                   BRODY

                     Government.



                                   INDY

                              (concerned)

                     Government?



                                   BRODY

                     Don't worry, it's not about your

                     business.

                          (indicates the artifacts)

                     They're from the Army.



                                   INDY

                     I've already served.



                                   BRODY

                     Army Intelligence.  They're looking

                     for Abner.





19     INT.  INDY'S LECTURE HALL/CLASSROOM - DAY               19



       Indy's course--a combination of archeology and anthro-

       pology--is taught in this amphitheater-type lecture hall.

       His desk and lectern hold large reference books; black-

       boards line the wall.  Bones, maps, charts festoon the

       walls.



       Indy leans against his desk talking with Brody and two

       uniformed Army officers, COLONEL MUSGROVE and MAJOR

       EATON, who are situated around the first seats in the

       classroom.



                                   MUSGROVE

                     --But you did study under Professor

                     Ravenwood at the University of Chicago?



                                   INDY

                                   (nods)

                     We haven't spoken in ten years.

                     I'm afraid we had a bit of a fall-

                     ing out.



                                   EATON

                     You know nothing of his whereabouts?



                                   INDY

                                (negative)

                     Just rumors.  Somewhere in Asia, last

                     I heard.



       Musgrove and Eaton exchange a look; they're disappointed.



                                   EATON

                              (to Musgrove)

                     Maybe Dr. Jones can make sense of it.



       Again the military men have a silent communication, de-

       ciding what to reveal.



                                   MUSGROVE

                     Well...you must understand, Dr. Jones,

                     this is all strickly confidential.



                                   INDY

                     I understand.



                                   MUSGROVE

                     Yesterday, one of our European sec-

                     tions intercepted a Nazi communique

                     from Cairo to Berlin.  We don't

                     quite know what to make of it.



       Musgrove takes a sheet from his briefcase.



                                   MUSGROVE

                     Here it is--"Tanis development pro-

                     ceeding.  Acquire headpiece, Staff

                     of Ra, General Tengtu Hok, Shanghai.

                     Locate Abner Ravenwood, U.S."



       Brody is excited.  He looks at Indy.



                                   BRODY

                     Tanis.  They must have discovered

                     the lost ruins.



       Indy contemplates this big news; he's impressed.



                                   INDY

                              (to himself)

                     Tanis.  Ain't that somethin'!



                                   EATON

                     Frankly, we're a little suspicious...

                     An American being mentioned so prom-

                     inently in a secret Nazi cable.



                                   INDY

                     Ah, Ravenwood's no Nazi.



                                   EATON

                     Then what do they want him for?



                                   INDY

                     They're looking for the headpiece

                     to the Staff of Ra.



                                   MUSGROVE

                             (indicates his sheet)

                     But it says here that's in China.



                                   INDY

                     Only half of it.  Ravenwood had

                     the other half.



                                   EATON

                     What would the Nazis want with

                     this--this Staff of Ra?



                                   BRODY

                     I can tell you that.  Over the last

                     two years the Nazis have had teams

                     of archeologists running around the

                     world looking for all kinds of re-

                     ligious artifacts.



                                   MUSGROVE

                     That's right.  Hitler's a nut on

                     the subject.  Crazy.  He's obsessed

                     with the occult.



                                   EATON

                     What is this Staff of Ra, anyway?



                                   INDY

                     It all has to do with the Ark of

                     the Covenant.

                     (the Army guys look mystified)

                     The chest the Hebrews used to carry

                     around the Ten Commandments.



       Now it's the Army men who are impressed.



                                   INDY

                     An Egyptian pharoah stole the Ark

                     from Jerusalem and took it back to

                     the city of Tanis.  A short time

                     later, Tanis was consumed by the

                     desert in a sandstorm that lasted

                     a year.  But before that, the Phar-

                     oah had had the Ark hidden away in

                     a secret chamber called the Well of

                     the Souls.  Which is where the Staff

                     of Ra comes in.



       Indy moves to the blackboard and makes a quick sketch

       to give a rough idea of the system as he describes it.

       (And we get a glimpse of what an interesting and enthu-

       siastic teacher he must be)



                                   INDY

                     Now this was rather clever.  The

                     Staff was really just a big stick--

                     oh, I don't know, say like this--

                      (he indicates about six feet)

                     --no one really knows for sure.  Any-

                     way, it was capped by an elaborate

                     headpiece with a carving of the sun

                     at the top.  What you had to do was

                     take the Staff to a special map room

                     in Tanis--it had the whole city laid

                     out in miniature on the floor.  When

                     you placed the Staff in a certain

                     spot in this room, at a certain time

                     of day, the sun would shine through

                     a hole here in the headpiece and then

                     send a beam of light down here--to

                     the map--giving you the location of

                     the Well of the Souls...



                                   MUSGROVE

                     ...where the Ark of the Covenant

                     was kept.



                                   INDY

                                 (nods)

                     Which is probably what the Nazis

                     are after.



                                   EATON

                     What's this Ark look like?



                                   INDY

                     Look like?  Why, it's right here...



       Indy pulls a big format book from the stack on his lectern

       and flips through the pages until he finds a large color

       print.  The other men gather to look.



       THE PRINT fills the screen.



       It shows a Biblical battle.  The Israelite Army is van-

       quishing an opposition force.  At the forefront of the

       Israelite ranks, two men carry the Ark of the Covenant,

       a beautiful gold chest, crowned by two sculptured gold

       angels.  The men do not touch the Ark itself; rather

       they carry it by use of two long wooden poles which pass

       through rings in the corners of the Ark.  The painting

       is very dramatic, full of smoke, tumult and sinewy dying

       men.  But the most astounding thing in the picture is the

       brilliant jet of white light and flame issuing from the

       wings of the angels.  It pierces deep into the ranks of

       the retreating enemy, wreaking devastation and terror.



                                   EATON

                     Good God!



                                   INDY

                     Yes.  That's what the Hebrews thought.



                                   MUSGROVE

                     What's that supposed to be coming

                     out of there?



                                   INDY

                     Who knows...lightning...fire...the

                     power of God.



                                   EATON

                     I'm beginning to understand Hitler's

                     interest in this thing.



                                   INDY

                     Oh yes.  The Bible tells of it level-

                     ing mountains and wasting entire re-

                     gions.  Moses promised that when the

                     Ark was with you, "your enemies will

                     be scattered and your foes fell be-

                     fore you".

                                 (pause)

                     An army which carries the Ark before

                     it is invincible.



       Eaton and Musgrove exchange worried looks.



                                   INDY

                     Oh, there's one other thing that

                     Hitler undoubtably believes about

                     the Ark...

                         (a long pregnant pause)

                     It's said that the Lost Ark will be

                     recovered at the time of the coming

                     of the True Messiah.



                                   MUSGROVE

                     Dr. Jones, you've been very helpful.

                     I hope we can call on you again if

                     we have questions.



                                   INDY

                     Most certainly.



       Brody and Indy exchange a look as they all shake and

       Brody starts to leave with the Army men.





20     EXT.  FRONT DOOR, INDY'S HOUSE - NIGHT                  20



       INdy's English Tudor, upper middle class hoem.  Quite

       toney; well beyond the financial reach of an honest

       college professor.  Marcus Brody has already rung the

       bell.  Indy opens the door.  He is dressed in a tuxedo.



                                   BRODY

                     I've got to talk to you.



                                   INDY

                     This isn't really a good time.



                                   BRODY

                     Indy, it's important.



                                   INDY

                     All right.  Come on in.





21     INT. FOYER, INDY'S HOUSE                                21



       The lush tone continues here in Art Deco and shiny marble.

       Indy motions Brody toward the study to one side.



                                   INDY

                     I'll be in in a minute.



       As Brody passes the entrance to the expansive living room,

       he spots a beautiful, silk-gowned Harlow-type lounging on

       the sofa in front of a roaring fire.  She is sipping cham-

       pagne.





22     INT. STUDY, INDY'S HOUSE                                22



       Brody enters the book-lined, dark-wooded study.  He paces

       for a moment before the fire which is dying in the fire-

       place, then spots something and goes over to Indy's big

       desk.  The surface is covered with open books, monographs,

       maps and drawings--all about the Ark of the Covenant.

       Brody smiles; he knows his friend very well.  Indy comes

       in, closing the door behind him.  Brody turns to him with

       a triumphant expression.



                                   BRODY

                     They want you to go for it.  And

                     they'll pay.



                                   INDY

                                  (smiles)

                     Good work, Marcus.  I had a feeling

                     this would happen.  And, of course,

                     the Museum gets the Ark when we're

                     done.



                                   BRODY

                                  (smiles)

                     Of course.



       Indy's manner is vigorous, agressive.



                                   INDY

                     Okay, here's the way it's gonna be.

                     First, I'll high-tail it to Shanghai

                     and get the piece from General Hok.

                     Then I think I know where I can find

                     Ravenwood.  If only I can get--



                                   BRODY

                     General Hok's a tough customer.  They

                     don't call him the Wild Boar for nothing.

                     And he's tied in with the Japanese.



                                   INDY

                     I'll worry about that when the time

                     comes.  My only hope is to find the

                     Well of the Souls before the Nazis do.



                                                        WIPE TO:





23     EXT.  IN THE AIR - DAY/NIGHT                            23



       A Pan Am Clipper flies west over the Pacific.



                                                        WIPE TO:





24     INT. KEHOE'S CAR (SHANGHAI AIRPORT) - DAY               24



       Indy is barely into the front seat of a dilapidated

       Ford as the driver, BUZZ KEHOE, is peeling out into

       traffic.  In the back seat is a Chinese named BANG

       CHOW.  Kehoe zigs crazily through traffic with only

       his left hand as he reaches over to shake with Indy.



                                   KEHOE

                     Buzz Kehoe, Army Intelligence.

                     You've met Bang Chow.



                                   INDY

                     What's the hurry?



                                   KEHOE

                     Some German agents got here two

                     hours ago.  Luckily, Bang was able

                     to have them detained at Customs.

                     We'll have to hurry.





25     OMIT                                             OMIT   25





26     OMIT                                             OMIT   26





27     OMIT                                             OMIT   27





28     OMIT                                             OMIT   28





29     EXT.  HOK'S STREET - DAY                                29



       Kehoe's car emerges from an alley.  Down the block is

       Tengtu Hok's modest, walled palace.  Kehoe's car slows

       a bit and Bang steps from the moving car with a small

       black suitcase in his hand.  While he heads down the

       street toward Hok's place, Kehoe's car continues across

       the street and into an alley on the other side.





30     EXT.  HOK'S STREET - IN FRONT OF PALACE - DAY           30



       A Mercedes limousine appears round a corner and squeals

       to a stop at the front gate of the palace, which is manned

       by a sturdy Chinese Gateman.  There are three Germans in-

       side, one the driver.





31     EXT.  ALLEY BEHIND HOK'S MUSEUM - DAY                   31



       Kehoe, alone now, pushes a trash container casually into

       position to hide a newly created hole in the rear wall of

       Hok's Museum where several stone blocks have been removed.

       He looks around and ambles back to the car.





32     INT.  HOK'S PALACE - ENTRY HALL                         32



       The three Germans wait impatiently in a magnificent foyer.

       A chime sounds and huge double doors open to reveal TENGTU

       HOK, flanked by two uniformed Japanese Soldiers and a

       roved Chinese Advisor.  He wears a fantastic gold orna-

       mental robe.  Despite the majesty, however, nothing can

       disguise the fact that Hok is basically a wild, fat bar-

       barian; an animal.  Hok and his escort group bow in what

       is the beginning of a long welcoming ceremony.  The Germans

       exchange impatient glances but decide they should play it

       as it comes.  They bow.





33     INT. HOK'S MUSEUM                                       33



       No person in sight.  Instead, we see a magnificent dis-

       play of ancient artifacts.  Glass cases hold the velvet-

       couched pieces at random spots on the shining marble

       floor.  We hear an odd sound.  Near the floor on the rear

       wall of the museum, a steel ventilation grate moves.  A

       hand slides it gently across the marble.  Indy sticks his

       head out and looks around.





34     INT.  HOK'S PALACE - TEA ROOM                           34



       The three Germans are being served tea and exotic deli-

       cacies.  A pleased Tengtu Hok watches from a throne-cushion.

       When the tray of tiny delicacies is presented to him, he

       takes a massive handful, crushing them together on their

       way to his smiling mouth.





35     INT.  HOK'S MUSEUM                                      35



       A huge golden gong, seven feet in diameter, is suspended

       from the ceiling by a hook.  An enormous hammer hangs

       poised above it, from which emanate myraid tiny threads

       which run up and across the ceiling, then down to the

       various display cases.  Indy looks up at the gong, then

       continues his quick, quiet foray among the cases.  Be-

       yond him, a high window.





36     INT.  HOK'S PALACE - TEA ROOM                           36



       Hok and his visitors stand to go.  The German's pleased

       expressions make it clear they're finally on their way

       to the museum.





37     INT.  HOK'S MUSEUM                                      37



       Indy arrives at his destination.  The lovely, carved gold

       section of the headpiece is nested on purple velvet in a

       glass case.  At the bottom of the piece is a round hollow

       where the staff would fit.  There is a grunting sound be-

       hind Indy and he spins, already reaching for his revolver.



       A fierce Japanese Samurai is running at Indy full speed

       down an aisle of display cases.  His sword is raised over

       his shoulder ready to cut Indy in half.  He's six feet a-

       way when Indy's gun levels and fires twice, blasting him

       backwards.  Indy is still looking over his gun when an-

       other samurai sword comes down from the side and knocks

       the pistol brutally out of Indy's grip; his hand avoids

       amputation by a quarter of an inch.



       An amazed Indy backs away from the crossing aisle as the

       Second Samurai steps in to face him, sword raised.  Indy

       backs away into an open space and his bullwhip appears

       in his hand.  He gives it one savage CRACK! to announce

       its arrival and the Samurai slows down, eyeing it curiously.

       The Samurai does not look unhappy about this confrontation.

       How pure it is--The Sword versus The Whip.





38     EXT.  HOK'S PALACE - SECOND FLOOR WALKWAY - DAY         38



       Tengtu Hok and the Germans have obviously heard something.

       They are hurrying along the walkway at the side of the

       building, Hok in the lead.  Up ahead is the foot bridge

       which crosses from the palace to the museum entrance over

       a moat.





39     EXT.  STREET IN FRONT OF THE PALACE - DAY               39



       The Lovely Mercedes limousine blows up.





40     EXT.  HOK'S PALACE - SECOND FLOOR WALKWAY - DAY         40



       The Germans spin toward the blast.  Drawing weapons, they

       run back to investigate.  Hok follows them, confused.





41     INT.  HOK'S MUSEUM                                      41



       Indy and the Samurai face each other.  They're both breath-

       ing hard from previous, no-contact passes at each other.

       Now Indy begins swinging the whip over his head again.  It

       whizzes out toward the Samurai's face.  The Samurai takes

       two lightning-quick cuts at the leather, but misses.  Indy

       swings for the Samurai's feet; the Japanese jumps nimbly,

       slashing at the whip.  Indy does it again.  The Samurai

       hops it.  Once more.  The Samurai is concentrating on hop-

       ping it.



       Indy sees it.  The split second he wants.  The whip flashes

       up from the floor and wraps solidly and irrevocably around

       the Samurai's neck.  Indy gives it a murderous pull and

       the Samurai is dead on his feet.





42     EXT.  HOK'S PALACE - SECOND FLOOR WALKWAY - DAY         42



       Hok and the three Germans are looking d-wn at the flaming

       remains of the Mercedes.  A look of concern crosses Hok's

       face.  He turns and runs back toward his beloved museum.





43     INT.  HOK'S MUSEUM                                      43



       Indy is at the case containing the headpiece.  He smashes

       the glass with a samurai sword, reaches in and grabs the

       piece.  Immediately, behind him, the huge hammer falls

       and the sound of the gong thunders through the museum.





44     EXT.  HOK'S PALACE - SECOND FLOOR WALKWAY - DAY         44



       At the sound of the gong, the running Hok skids to a halt

       with a crazed expression on his face.  He disappears for

       two seconds in an alcove and emerges holding a big, black

       Thompson Submachine Gun.  He runs across the foot bridge

       and is just barely over it when it blows up.  Hok, safe,

       looks behind him in amazement and then turns to the museum.





45     INT.  HOK'S MUSEUM                                      45



       The double doors at the entrance slam open to reveal Hok.

       Indy is halfway along an unprotected wall back to his ven-

       tilation entry route.  Hok opens up on him, cutting off

       his retreat.  Indy jumps behind a marble column, which is

       promptly blasted with machine gun fire.



       Indy looks above him, sees the giant disk of the gong.

       Reaching up, pushing with tremendous effort, he maneuvers

       it off the hook.  It bounces down to the floor on its side,

       chipping the marble with its monstrous weight.  Indy stead-

       ies it and then puts his whole body into rolling it across

       the room toward the window.  As it starts to roll, Indy

       slips behind it and runs across the room with it.



       Hok can see the rolling gong.  He opens up on it.

       The vicious cacophony of machine gun fire is joined by

       the musical reports of bullets hitting the gong and ri-

       cocheting away.  Very, very noisy.



       Behind the gong, Indy gauges his move.  As the gong is

       about to be stopped by a marble bench, Indy talks a long

       stride onto the bench and dives through the glass of the

       high window.  Hok's bullets hit the wall.





46     EXT.  ROOF - DAY                                        46



       Indy lands in a shower of glass on the jutting roof of

       the museum's first floor.  He rolls to a crouch and is

       immediately being fired upon.  The Germans, cut off from

       the museum, are standing on the palace walkway firing at

       him.  Indy takes off fast for the rear of the museum.





47     EXT.  ALLEY BEHIND MUSEUM - DAY                         47



       Kehoe, craning to locate Indy, has the Ford rolling slowly

       along the back of the museum.  Bang scouts from the back

       seat.  Indy appears on the roof at a run, gauges the move-

       ment of the car and jumps from the roof of the museum to

       the roof of the sedan.  Unfortunately, the roof of the

       old car can't take it and Indy's legs knife right on

       through to the interior, where he scares the hell out of

       Kehoe.





48     INT.  KEHOE'S CAR - DAY                                 48



       Indy squirms his way down into the front seat.



                                   KEHOE

                     Jesus!  Are you all right!



                                   INDY

                            (he's felt better)

                     Great.  Got it.



       Kehoe guns it, throwing Indy back against the cushions.



                                   KEHOE

                     What now?



                                   INDY

                     I've got to get to Nepal.





49     OMIT                                             OMIT   49



                                                        WIPE TO:





50     EXT.  DC-3 IN THE AIR - DUSK                            50



       The plane flies west into the sunset.





51     INT.  DC-3 - NIGHT                                      51



       Under a meager seat light, Indy is pouring over a jour-

       nal article by Abner Ravenwood and related map of Nepal.



       A few rows back, across the aisle, a trenchcoated Euro-

       pean Spy eyes Indy.



                                                        WIPE TO:





52.    INT.  "THE RAVEN" SALOON - PATAN, NEPAL - NIGHT         52



       A huge stuffed raven, wings spread wide, is mounted be-

       hind the long bar in the noisy, crowded saloon.  A lively

       mix of patrons is represented in the late hour tableau:

       Nepalese natives, fierce Sherpa mountain guides, sleazy

       international smugglers and fugitives, and, of course,

       mountain climbers from every corner of the earth.  A tall

       Nepalese, MAHDLO, is the bartender.



       In a corner near the fireplace trouble breaks out

       suddenly between the groups at two neighboring tables.

       Ferocious representatives from each table--one a wild-

       looking SHERPA, the other a muscular Australian CLIMBER--

       jump up to face each other.  As the two contenders stand

       poised for action, their respective supporters shift in

       their places, fondling lethal ice axes and clubs.



                                   SHERPA

                     Gmoiska!  Shurga rintoik!



                                   CLIMBER

                     Aye!  That'll be your last word.



       The bar has quieted ominously and so we hear with startling

       clarity when--a door behind the bar slams open with a huge

       BANG! and some Presence, too small to be seen as it moves

       through the forest of towering patrons, makes a beeline

       for the troubled corner of the bar.  A path clears for it.



       The Sherpa and the Climber are about to kill each other

       when the Presence arrives directly between them:  she is

       MARION RAVENWOOD, twenty-five years old, beautiful, if a

       bit hard-looking.  At this moment, however, that look

       does not hurt.  She is not intimidated by the combatants;

       she jabs accusatory fingers into their chests.  She is

       angry as hell.  The patrons shrink under her gaze.



                                   MARION

                     That does it!  I've been patient

                     with you no-goods long enough.  I'm

                     not open at 2 o'clock for myself,

                     you know.  It's all for you.  And

                     how do you repay me:  Trouble and

                     noise and blood on my floor!  I

                     won't have it.  Everybody out! Out!

                     Out!  We're closed.  Closed!  Do your

                     killing outside!  And don't leave any

                     bodies on the porch!



       The place clears quickly.  Stragglers and grumblers are

       given special attention by Marion and Mahdlo, who has

       come from behind the bar carrying a big axe handle.

       Mahdlo herds the crows out the front door as Marion turns

       and walks behind the bar.



       A scowl on her lovely face, she has just begun clearing

       the bar of glasses when she notices one remaining Patron

       huddled over a glass at the far end of the bar.  Grimacing

       in exasperation, she heads that way like a locomotive.



                                   MARION

                     Hey you, deaf one!  I said out of

                     my place.  I don't mean next Easter,

                     I mean now--



       She is almost on him when Indy looks up smiling.  Marion

       stops, stares, shocked.



                                   INDY

                     Hello, Marion.



       She hits him with a solid right to the jaw, knocking him

       off the barstool on the floor.  He rubs his jaw and

       smiles up at her.



                                   INDY

                     Nice to see you, too.



                                   MARION

                     Get up and get out.



                                   INDY

                             (getting up)

                     Take it easy.  I'm looking for

                     your father.



                                   MARION

                                (bitterly)

                     Well you're two years too late.



       Indy's attitude changes instantly.  This is sad news.  He

       is silent for a long time.  Mahdlo comes in the front door

       and hurries forward when he sees Indy with Marion.  He

       looks to her for guidance, but she stays him with a gesture.



                                   MARION

                     Go home, Mahdlo.  I'll see you to-

                     morrow.



       Mahdlo is hesitant, but lays the axe handle on the bar and

       goes out.  Indy has been barely aware of him.  Now he set-

       tles again on the barstool.  Marion has a vindictive look.

       She'll let him stay, but she wants to inflict as much pain

       as possible.



                                   INDY

                     What happened?



                                   MARION

                     Avalanche.  Up there.  He was dig-

                     ging.  What else?  He spent his

                     whole life digging.  Dragging me all

                     over this rotten earth.  For what?



                                   INDY

                     Do you find him?



                                   MARION

                     Hell no.  He's buried where he was

                     working.  Probably preserved real

                     good, too.  In the snow.



       Suddenly the hardness cracks.  She is on the verge of

       tears and does not want him to see them.  She turns away

       and takes a whiskey bottle from the shelf, then turns

       back to pout herself a drink.



                                   INDY

                     Not a bad way to go.  Doing what

                     he loved.



                                   MARION

                                (vitriolic)

                     Don't give me taht stuff!  What

                     do you know?

                            (she takes a drinks)

                     I'm the one that was left in a bad

                     way.  He didn't have a penny.  Guess

                     how I lived, Mister Jones.  I worked

                     here.  And I wasn't the bartender.

                             (another swallow)

                     Finally the guy that owned the joint

                     went crazy.  Snow crazy.  They took

                     his away screaming.  As they dragged

                     him out, he said the place was all

                     mine for life.



       She looks around the saloon.



                                   MARION

                     Can you imagine a more evil curse?

                                  (pause) 

                     So far, it's working.



                                   INDY

                     Why not leave?  Go back to the States.



                                   MARION

                     I'll go back.  I'll get there.  Not

                     that there's a soul there who knows

                     my name of cares.  But I'll go.  And

                     when I do, they'll know me.  'Cause

                     I'm going to go back in style.  With

                     money.  A soddamn lady!



                                   INDY

                     Where you gonna get it?



                                   MARION

                     If I knew that, you think I'd still

                     be running this dive?



       Indy looks at her, thinking.  Under his gaze, she blushes,

       for reasons only she understands.  She looks into her

       glass and, for a moment, she softens.



                                   MARION

                     I'll tell you something Indy.  I've

                     learned to hate you in the last ten

                     years.  But somehow, no matter how

                     much I hated you, I always knew that

                     someday you'd come through that door.

                     I never doubted that.  Something made

                     is inevitable.

                                 (hopefully)

                     Why are you here...now...tonight?



       Indy takes a long time to answer.



                                   INDY

                     I need one of the pieces your father

                     collected.



       Marion's eyes go icy.  She swings at him again with her

       right, but this time he catches her at the wrist.  Then

       he stops her left, which she has brought up to slap him.



                                   MARION

                     You son-of-a-bitch!  You know what

                     you did to me, to my life?  This

                     is your handiwork.



                                   INDY

                     I never meant to hurt you.



                                   MARION

                     I was a child!



                                   INDY

                     You knew what you were doing.



                                   MARION

                     I was in love.



                                   INDY

                     I guess that depends on your

                     definition.



                                   MARION

                     It was wrong.  You knew it.



       Indy releases her arms.



                                   INDY

                     Look, I did what I did.  I don't

                     expect you to be happy about it.

                     But maybe we can do each other

                     some good.



                                   MARION

                     Why start now?



                                   INDY

                     Shut up and listen for a second.  I

                     want that piece your father had.

                     I've got money.



       This stops her.



                                   MARION

                     How much?



                                   INDY

                     Enough to get you back to the States.

                     Where are his things?



                                   MARION

                     Gone.  I sold it all.  It was all

                     junk.  The junk he wasted his life on.



                                   INDY

                     Everything?



       Marion nods.



                                   INDY

                               (giving up)

                     That's too bad.



       Indy feels tired, defeated.  Marion is pleased.



                                   MARION

                     You look disappointed.  I like

                     that.  How's it feel?



       Indy has to smile at her glee.



                                   MARION

                         (nods at his empty glass)

                     What are you drinking?



                                   INDY

                     Seltzer.



                                   MARION

                         (refilling his glass)

                     Real man's drink.  Me, I like scotch.

                     And I like bourbon.  And vodka and

                     gin.  I'm not much for brandy.  I'm

                     off that.



       She pours herself another as Indy watches, amused.



                                   INDY

                     You're a tough broad now, aren't you?



                                   MARION

                     It's no act, pal.  This ain't Sche-

                     nectady.



                                   INDY

                     I can only say I'm sorry so many

                     times.



       Marion looks at him thoughtfully, takes a drink.



                                   MARION

                     You really have money?  You don't

                     look rich.

                               (Indy nods)

                     I may be able to locate some of his

                     things.  I know who's got them.

                     What do you want?



                                   INDY

                     A bronze piece, about this size.  In

                     the shape of the sun.  Probably

                     broken off at the bottom.  Has a

                     little hole in it, off-center.

                     Does that sound familiar?



       Marion thinks, nods slowly.



                                   INDY

                     Do you know where it is?



                                   MARION

                     Maybe.  How much?



                                   INDY

                     Three thousand.  American.



                                   MARION

                                 (negative)

                     That'll get me back, but not in

                     style.  This doodad must be pretty

                     importnat.



                                   INDY

                     Maybe.



       A huge smile lights up Marion's face.



                                   MARION

                     I knew it would happen eventually.

                     I knew it.  Something had to go my way.

                         (pours herself another drink)

                     I've got to think this out.  I'm

                     used to bargaining with yaks.



                                   INDY

                     Okay, five thousand.  That's all I

                     can give you now.  I can get you more

                     when you land in the States.



                                   MARION

                     You word, huh?

                              (Indy nods)

                     Just like you said you'd be back last

                     time?  That was your word too.



                                   INDY

                     I'm back, aren't I?



       Marion sneers and they smile together.



                                   INDY

                     You can trust me.



                                   MARION

                     Come back tomorrow.



                                   INDY

                     Why?



                                   MARION

                     Because I said so, that's why.  It's

                     about time I called the shots in this

                     relationship.



       Indy nods, gets up to go.



                                   MARION

                     Wait a minute.  Leave the five thou-

                     sand here.

                             (Indy hesitates)

                     You want trust, give some.  I want to

                     smell your money.



       Indy thinks about this a moment, then reaches inside his

       shirt and pulls cash from a money belt.  He lays five grand

       on the bar.



                                   INDY

                     I trust you.



                                   MARION

                     You're an idiot.



                                   INDY

                     I've heard that.



       Indy starts fro the door. Marion takes another think.

       She is getting high.



                                   MARION

                     Hold it.  Come here.



                                   INDY

                               (moving back)

                     Bossy, aren't you?



                                   MARION

                     That's right.  Give me a kiss.



       Indy looks into her eyes, then leans over the bar and

       kisses her deeply.  When the kiss ends, their faces are

       very close.  Marion is flushed.  She liked it and would

       like more.  She raises her glass between them to disci-

       pline herself.



                                   MARION

                     Get out of my place.



       Indy smiles and walks to the front door.  Then, without

       looking back--



                                   INDY

                     Tomorrow.



       He's gone.  Marion stares after him, thinking.  She takes

       a drink.  Then slowly, her hand comes up to loose the

       scarf that is draped around her throat.  It falls away,

       revealing her graceful neck above the dipping top of her

       blouse.  Hanging there on a gold chain against her white

       skin is a sun-shaped golden medallion.  The bottom looks

       broken off.  Marion lifts the medallion so she can see it

       in her hand, then looks thoughtfully after Indy.





53     EXT.  STREETS OUTSIDE "THE RAVEN" - NIGHT               53



       Indy sits thinking at the wheel of an old car.  Finally,

       he puts the car in gear and drives away.



       Across the street, the shadow in a doorway comes to life.

       A dark form steps out to look at Indy's departing car;

       it is the European Spy from the DC-3.  He hurries off

       in the opposite direction.



                                                        DISSOLVE TO:





54     INT.  "THE RAVEN" - NIGHT                               54



       Marion stands before the fire that is shrinking in the

       fireplace.  She jabs at it abstractedly with a poker,

       thinking.  Suddenly tears well up in her eyes.  She lets

       the poker slip from her hand, wipes away the tears.  She

       walks across the room to the end of the bar, still clut-

       tered with bottles and glasses, and stops at the pile of

       American money Indy has left.  She takes the chain from

       around her neck and lets the medallion slide off it into

       her hand.  She places it on the bar next to the pile of

       money, thinking.  Then, having reached some decision, she

       picks up the pile of bills, walks up the back of the bar

       and pulls a small wooden box from under the bar.  She flips

       open the top, puts the cash inside and closes the top.

       She leaves the box on the bar and starts back toward

       the medallion.  The front door of the saloon bursts

       open and Four Bad Men come in.  Marion, halfway between

       the valuable possessions and not wishing to draw

       attention to either, stops where she is.



       The Four Bad Men who advance on her are:



       1.) the obvious leader, a short, vile, sadistic German

       in spectacles by the name of BELZIG.

       2.) a trenchcoated SECOND NAZI.

       3.) a ratty-looking NEPALESE and

       4.) a mean MONGOLIAN.  The second NAZI and the MONGOLIAN

           both carry submachine guns.



                                   BELZIG

                     Good evening, Fraulein.



                                   MARION

                     The bar's closed.



                                   BELZIG

                     We are not thirsty.



       The Mongolian and the Nepalese poke around, checking

       to make sure there's no one else there.



       Down at the end of the bar, the medallion lies partially

       hidden by surrounding glasses and bottles.  The Second

       Nazi stops very near it, but turns his back to it to face

       Belzig and Marion.



                                   MARION

                     What do you want?



                                   BELZIG

                     The name thing your friend Dr. Jones

                     wanted.  Surely he told you there would

                     be other interested parties.



       Marion shakes her head.



                                   BELZIG

                     Ah, the man is nefarious.  I hope

                     for your sake he has not yet acquired

                     it.



                                   MARION

                     Why, are you willing to offer more?



                                   BELZIG

                     Almost certainly.  Do you still have it?



                                   MARION

                     No.  But I know where it is.



       Belzig's smile fades at this news.  He's not a patient sort.

       Marion is chilled by the look.  She turns and moves to the

       shelf of bottles behind her, reaching high for one, very

       near the large stuffed raven.  He hand lingers there a

       moment and we see--



       From an angle behind the stuffed raven, that the left wing

       spread hides a Baretta automatic pistol.  Marion's hand is

       very near it, but withdraws with only a whiskey bottle as

       the Mongolian walks toward her behind the bar.



       Marion opens the bottle before Belzig, who watches her

       intently.



                                   MARION

                     How 'bout a drink for you and your

                     men?



       The Second Nazi lights up at this suggestion.  Belzig gives

       him a withering look.



                                   BELZIG

                     We will stick to the business at hand,

                     Fraulein.



                                   MARION

                                  (tough)

                     Fine.  Why don't you come back to-

                     morrow when Jones is here and we'll

                     have an auction?



       Belzig gives her a cold look then turns and walks over to-

       ward the firplace.  As soon as his back is turned, the

       Second Nazi grabs the nearest whiskey bottle and takes a

       quick pull.  In so doing, he leaves the medallion completely

       exposed.  Marion is aware of this as she looks at him.  But

       he quickly puts the bottle down again, obscuring the medal-

       lion, when Belzig speaks from the fireplace.



                                   BELZIG

                     I'm afraid an auction is not possible.

                                  (pause)

                     Your fire is dying here, Fraulein.

                        (a beat, then threatening)

                     Why don't you tell us where the

                     piece is right now?



                                   MARION

                     Listen, Herr Mac, I don't know who

                     you're used to dealing with, but

                     no one tells me what to do in my

                     place.



       Belzig, still looking in the fire, sneers and shakes

       his head.



                                   BELZIG

                     Americans!  You're all alike.  Frau-

                     lein Ravenwood.  I'll show you want

                     I'm used to.



       He motions with his hand.  The Mongolian moves up behind

       Marion and lifts her roughly over the top of the bar,

       knocking over bottles and spilling liquor.  He deposits

       her on the other side, where the Nepalese and the Second

       Nazi flank her and hold her cruelly, arms behind her back.

       Marion raises a ruckus.



       Belzig turns from the fireplace.  In his hand is the poker,

       its end glowing orange.  He advances on Marion.  Marion

       stops yelling, her eyes widen in terror.



                                   MARION

                     Wait!  I can be reasonable--



                                   BELZIG

                     That time is passed.



       The glowing poker point moves inexorably across the room

       toward Marion's face.



                                   MARION

                     You don't need that.  I'll tell you

                     everything!



                                   BELZIG

                     Yes, I know you will.



       Belzig has no intention of stopping now.  The glowing tip

       is approaching Marion's face.  The Nepalese watches with

       savage glee.



       The tip of the poker is five inches from Marion's nose

       when there is a loud CRACK! and the fall of Indy's bull-

       whip wraps around the middle of the poker and tears it

       out of Belzig's hands.  The poker sails high across the

       room, free of the whip, and lands in the heavy curtains

       that cover one window.  The curtains immediately burst

       into flame.



       The four Bad Men look in surprise toward the front en-

       trance.  Indy is poised there, the whip in his right

       hand, a .45 automatic raised toward them in his left.



                                   INDY

                     Hello.



       Now everything begins to happen very fast--



       The Mongolian had just come around the bar at the end

       opposite the medallion.  He dives back to crouch behind

       the end of the bar, raising his submachine gun.



       Belzig and the Second German dive behind tables near the

       bar.  The Nepalese is slower to leave Marion, he draws a

       Luger.  Indy's .45 barks and the Nepalese dies spinning

       against the bar.  Indy fires in the direction of the

       Mongolian.



       Marion swings up over the top of her bar.  Belzig fires at

       her, but his bullets smash bottles behind the bar and thud

       into the raven.



       Marion flattens out on the floor behind the bar as bullets

       hit above her.  She reaches up, snatches the axe handle

       from where Mahdlo left it, and begins crawling down the

       length of the bar toward--



       The Mongolian, who sticks his submachine gun out and fires

       blindly in Indy's direction.



       Indy is in a crouch behind a table, trying to get a shot

       at someone.  He doesn't notice in the din and confusion

       when the door bursts open.  An incredible, fearsome GIANT

       SHERPA, almost seven feet tall, soars in and tackles Indy

       from behind.  The whip flies from Indy's hand as he and

       the Giant Sherpa roll across the floor, upsetting furniture.



       The Mongolian, seeing this, stands up confidently.  Marion

       rises behind him and bashes him over the head with the axe

       handle.  He goes down and out.



       Fire has completely engulfed the curtains and is working

       across the ceiling on decorative yak skin bunting.  A burn-

       ing fragment drops to the top of the bar, which immediately

       lights up, fueled by the spilled alcohol.  Full whiskey

       bottles explode like Molotov cocktails.



       Rolling on the floor, Indy and the Giant Sherpa are fight-

       ing for control of Indy's .45.  Belzig sees this and shouts

       to the Second Nazi, who is rising from cover with submachine

       gun in hand.



                                   BELZIG

                     Shoot them both!



                                   SECOND NAZI

                     He's our man!



                                   BELZIG

                     Do as I say!



       Both the Giant Sherpa and Indy hear this.  The Giant

       Sherpa exchanges an alarmed look with Indy and together

       they swing the .45 around toward the surprised Second

       Nazi.  Two blasts blow him away.



       That done, Indy brings a brass spittoon down on the Giant

       Sherpa's wrist and the .45 slides away.  Indy jumps up and

       kicks the Giant Sherpa, who barely seems to feel it.  He

       grabs Indy and flips him effortlessly onto a table.



       Belzig now has a clear shot at Indy.  He raises his luger.



       Marion, at the end of the bar, finally gets the hand of

       the Mongolian's submachine gun.  It roars to life in the

       general direction of the ceiling.



       Belzig runs for cover as Marion gets control of the gun

       and levels it.  Belzig dives around the end of the bar

       opposite Marion.  When he has set himself, he peeks up over

       the edge of the scorched bar.  The alcohol fire has moved

       down the bar and now, much to Belzig's surprise, he finds

       himself staring at the fire-blackened sun-shaped medallion!

       His eyes widen.  He cannot believe his good fortune.  With-

       out hesitation he picks up the metal medallion, palming it.

       Immediately there is a sickening searing sound and Belzig's

       expression changes from joy to agony.  He screams in pain

       and tries to shake the red-hot medallion from his skin.

       Marion opens up and the bar starts to splinter in front of

       Belzig.  The medallion comes free of Belzig's hand and

       rolls across the floor.



       Belzig has had enough.  In excruciating pain, he turns,

       sees a window, runs and dives through the glass.



       An exhausted Indy uses his whole body to upend the Giant

       Sherpa, who lands hard on his back.  They are surrounded

       by flames.





55     EXT.  "THE RAVEN" - SNOW BANK - NIGHT                   55



       Belzig has his burned hand stuck deep in the snow.  Now

       he withdraws it, steaming, and scurries off into the night

       like a wounded animal.





56     INT.  "THE RAVEN" - NIGHT                               56



       Marion throws down the empty submachine gun and moves

       through the flames to the center of the bar where she left

       the box with the five grand.  She finds the remains of the

       box and its contents:  a shapeless pile of ash and charred

       wood.



                                   MARION

                     Unbelievable!



       At the end of the bar, the Mongolian has come back to life.

       He shakes out his head, then reaches inside his coat and

       pulls out a Mauser pistol.



       Indy smashes a chair over the head of the Giant Sherpa and

       the huge creature goes down.



       The Mongolian points his Mauser through the smoke and flame

       at Indy.  Suddenly, the Mongolian is shot dead.



       Marion stands beneath her stuffed raven with the Baretta.



       Indy moves quickly through the flames, his eyes scanning

       the floor.  He picks up his bullwhip and his crumpled felt

       hat.  He peers through the smoke till he spots Marion mov-

       ing among the burning furniture.



                                   INDY

                     Let's get out of here!



                                   MARION

                     Not without that piece you want!



                                   INDY

                     It's here?



       Marion nods, kicks aside a burning chair.  Another burning

       beam falls from the roof.  Indy pulls Marion close to him

       protectively.



                                   INDY

                     Forget it!  I want you out of here.

                     Now!



       He begins dragging her out.



                                   MARION

                                (pointing)

                     There!



       She breaks away from him, darts back and picks the hot

       medallion up in the loose cloth of her blouse.



                                   INDY

                     Let's go!



                                   MARION

                               (looking around)

                     You burned down my place!



                                   INDY

                               (figuratively)

                     I owe you plenty!



                                   MARION

                               (literally)

                     You owe me plenty!



                                   INDY

                               (smiles)

                     You're something!



                                   MARION

                     I am something.  And I'll tell you

                     exactly what--



       She holds up the medallion possessively.



                                   MARION

                     I'm your partner!





57     EXT.  CAIRO - VARIOUS SHOTS - DAY                       57



       First we see the sprawl, the soaring minarets, the an-

       cient skyline.  Then we're closer, in the narrow, exotic

       streets, teeming with life:  fierce-looking men in tattered

       galabiyas, black-gowned women with veiled faces, ragged,

       barefoot children.





58     OMIT                                             OMIT   58





59     INT.  DINING ROOM - SALLAH'S HOUSE (OLD CAIRO)          59



       Indy and Marion have been welcomed like family into the

       crowded home of SALLAH, his wife FAYAH, and their NINE

       CHILDREN (ages 4 - 18).  Fayah, a huge, imposing woman,

       appears, at first glance, to be the power in the house.

       Sallah, a small, cheerful, energetic fellow in his for-

       ties defers to his wife in all matters of little importance.

       Suddenly the general liveliness at the children's table

       escalates into pandemonium, attracting the attention of

       the adults.



                                   FAYAH

                     Silence!

                           (there is silence)

                     Why do you forget yourselves?



       The gaggle of grinning off-spring parts to reveal in their

       midst--a MONKEY.  It is munching some flat Arab bread.



                                   FAYAH

                     What is this?  Who brought this

                     animal in?



       All the children chatter their innocence at once.  The

       Monkey chatters too; it's an entertainer.  The Monkey

       jumps from the children's table to the adults' and struts

       slowly up toward Marion, who thinks it's the cutest thing

       she ever saw.  When it reaches her, it takes off its tur-

       ban and does a deep, grand bow to her.  She is deligthed

       and takes the Monkey into her arms.  The Monkey kisses

       her cheek.  The children laugh.



                                   MARION

                     Why, thank you.  I like you too.



                                   FAYAH

                     Then it shall be welcome in our house.



                                   MARION

                     Oh, no!  You don't have to have it

                     around if you don't want it--



                                   SALLAH

                               (cheerfully)

                     All of Allah's creatures are welcome

                     here.  You please us by letting us

                     please you.





60     OMIT                                             OMIT   60





61     EXT.  COURTYARD - SALLAH'S HOUSE - NIGHT                61



       Indy and Sallah sit in the small, protected courtyard.

       Sallah holds the two sections of the headpiece, the medal-

       lion and the base, and has for the first time fitted them

       together.  They fit perfectly and complete the headpiece.

       He peruses the markings on the headpiece quizzically.  Indy

       is cleaning and loading a .45 automatic.



                                   INDY

                     I knew the Germans would hire you,

                     Sallah.  They couldn't have an ex-

                     cavation in the desert without the

                     best digger in Egypt.



                                   SALLAH

                     All Arabs look alike to them, Indy.



                                   INDY

                     Tell me about the map room at Tanis.



                                   SALLAH

                     We found it three days ago.  I

                     broke through myself.



                                   INDY

                     Those Nazis are moving awfully fast.



                                   SALLAH

                     The Frenchman is helping them.



       Indy reacts.



                                   INDY

                     Belloq.  So he got away from the

                     Indians.  This is going to be

                     more interesting that I thought.



                                   SALLAH

                     I'm afraid this has put the Germans

                     close to finding the Well of the Souls.



                                   INDY

                          (indicates the headpiece)

                     Even Belloq won't be able to find it

                     without that.  Can you make anything

                     of those markings?  They're nothing

                     I'm familiar with.



                                   SALLAH

                          (shakes his head "no")

                     But I know someone who might.  You

                     can go to see him tomorrow.

                          (a worried expression)

                     Indy...something bothers me.



                                   INDY

                     What is it, my friend?



       Sallah finds it hard to say.  When he finally speaks, his

       words are accompanied by a strange, eerie, foreboding rush

       of wind through the courtyard.  Just a coincidence we might

       suppose.



                                   SALLAH

                     It is the Ark.  If it is there, at

                     Tanis...It is not something man was

                     meant to disturb...Death has always

                     surrounded it.  It is not of this

                     earth.



       The wind dies down.  Indy shakes off a chill and stares

       thoughtfully at his friend.





62     EXT.  HEAVILY TRAFFICKED CAIRO STREET - DAY            62



       Indy and Marion are briskly walking along one of Cairo's

       busy bazaar streets. Vendors with fine cloth, pottery,

       baskets, jewelry, etc line the street.  Marion has the

       Monkey from Sallah's house on her shoulder.



                                   INDY

                     Do you really need that monkey?



                                   MARION

                     I'm surprised at you, Indy. Talk-

                     ing that way about our baby.  He's

                     got your looks, too.



                                   INDY

                     And your brains.



       As Indy and Marion turn a corner, the Monkey seems to

       notice something and immediately jumps from Marion's

       shoulder and hurries off at a frantic pace down the street.



                                   MARION

                         (looking disappointed)

                     Hey!  Hey!... where're you going?



                                   INDY

                             (dragging Marion on)

                     He'll be OK.  Come on.  Come on.





63     EXT.  ANOTHER CAIRO STREET - DAY                        63



       The Monkey is seen running around another corner and

       jumps into the waiting arms of MONKEY MAN, who appears

       to be like a beggar with a dirty turban and an eye patch.

       MONKEY MAN immediately hurries down the street and passes

       into a building. In the building are two GERMAN AGENTS.

       MONKEY MAN and the MONKEY both give the Heil Hitler salute

       and engage in quick talk.



       MONKEY MAN quickly leaves the two GERMAN AGENTS and gets

       back to the street. He is obviously shadowing Indy and

       Marion. Indy and Marion are just now passing by the MONKEY

       MAN ducks back behind some baskets.





64     EXT.  ANOTHER BUSY CAIRO STREET - DAY                   64



       Indy and Marion are passing under a balcony where a lone

       GERMAN AGENT stands watch. After they pass, the AGENT nods

       to some BAD ARABS who are hiding in the shadows of the

       street.  In a moment, Indy and Marion pass by the break.

       Monkey Man turns and looks up at a roof further down the

       alley.  He waves with his hand.  Someone up there waves

       back.





65     EXT.  A SMALL BAZAAR - DAY                              65



       Indy and Marion have reached a tiny square, made even

       more cramped by its use as a small bazaar.  They have

       started working their way through the crowd when several

       Bad Arabs and a German Agent begin to converge on them.

       Indy immediately sees what's happening and pulls the bull

       whip from his jacket.  The first Bad Arab to reach them

       gets hit in the mouth by the handle of the whip.  Now all

       hell breaks loose, with Bad Arabs, Innocent Shoppers, bas-

       kets of fruit and tables of goods flying every which way

       in the constricted space.



                                   INDY

                               (to Marion)

                     Run!  Get out of here!



       Indy catches a dagger-wielding Bad Arab around the legs

       with the whip and flips him.  Marion is reluctant to leave

       Indy.



                                   INDY

                     Go, dammit!  Go!



       Marion goes.  She runs off between two buildings.  A Bad

       Arab takes off after her.  Monkey Man, now standing at

       the edge of the square, points at Marion.  The Monkey

       jumps off his shoulder and follows Marion.





66     EXT.  BETWEEN THE BUILDINGS - DAY                       66



       Marion runs along the narrow space and soon encounters a

       five foot wall. She flops over it.  The Bad Arab is

       right on her heels.  He reaches the wall and vaults over.

       On the other side of the wall, the Bad Arab lands in a

       crouch, looks ahead and doesn't see Marion.  Immediately

       a heavy earthen pot smashes over his head, putting him

       out.  Marion steps from an alcove and starts to run to-

       ward the street at the other end of the walkway.  Suddenly

       another Bad Arab and a new German Agent appear in the

       street at that end.  Before they can spot her, Marion

       retreats to the alcove again.  There is a huge rattan

       basket sitting there.  Marion climbs in and closes the

       top above her.



       The only witness:  The Monkey, who is now perched on the

       fire foot wall.





67     EXT.  THE SMALL BAZAAR - DAY                            67



       Chaos.  An entire booth of pots and pans collapses on a

       Bad Arab and a German Agent as Indy whips away a support.





68     EXT.  BETWEEN THE BUILDINGS - DAY                       68



       The chattering Monket leads a German Agent and two Bad

       Arabs to Marion's hiding place, gesturing manically.





69     EXT.  THE SMALL BAZAAR - DAY                            69



       Indy ducks under the swinging blade of a huge Arabian

       sword and kicks the Bad Arab Swordsman in the groin.





70     EXT.  SIDE STREET - DAY                                 70



       The German Agent leads the way as the two Bad Arabs carry

       the huge basket above their heads.  The basket top has

       been fastened closed, but Marion is making a fuss inside.

       At the place where the street cuts across the far side

       of the bazaar, Marion is able to wedge the top open one

       inch and screams--



                                   MARION

                     Indy-y-y-y!





71     EXT.  THE SMALL BAZAAR - DAY                            71



       Indy has heard her.  He looks across the square as the

       basket and its escorts disappear beyond a building.  One

       last Bad Arab rises before him.  Indy's whip flashes and

       the Bad Arab's robe falls down to his ankles.  Indy fran-

       tically pushes his way through the panicked mass of human-

       ity in the direction the basket has gone.





72     EXT.  THE FOOT CHASE - INTERCUTTING INDY AND THE        72

       MOVING BASKET - DAY



       The Bad Guys move the basket as fast as they can through

       streets, alleys and passageways thick with people.  Indy

       always seems to round a corner just in time to catch a

       glimpse of the basket before it disappears around a new

       corner.  Indy must fight a flow of humanity as powerful

       as an ocean riptide.  Finally, at the head of one par-

       ticularly crowded alley, Indy leaps up onto a wall for

       a clearer view.  Whatever he sees gives him an idea and

       he cuts between two buildings rather than following

       the basket.





73     EXT.  DESERTED ALLEY - DAY                              73



       Two Bad Arabs come running down the Alley with the basket

       between them.  Suddenly, Indy's whip flashes out sending

       both Arabs and the basket tumbling.  Indy steps into view,

       his .45 trained on the sprawled Arabs, and looks at the

       basket.  The top has come flying off and the contents have

       clattered onto the cobblestone:   inside is not Marion,

       but a load of contraband pistols, rifles and ammo.  Indy is

       advancing on the trembling Bad Arabs with an ugly look

       when suddenly he hears Marion scream around the corner.





74     EXT.  DESERTED SQUARE - DAY                             74



       Indy rounds the corner and is immediately driven back by

       machine gun fire.  Taking cover, he gets quick, inter-

       mittent glimpses of this scene:  At the far corner of the

       large, deserted square is a canvas-covered truck.  Two

       Bad Arabs are hurrying toward is with a large rattan bas-

       ket between them, Marion screaming inside.  A German Agent

       is covering their retreat with a machine gun from the cab

       of the truck.  Indy runs up to see the rattan basket

       being heaved into the back of the truck.





75     EXT.  BACK OF THE TRUCK - DAY                           75



       What Indy cannot see is that the basket lands among an

       ominous load of German munitions, dynamite and firearms.

       The truck immediately peels out.





76     EXT.  DESERTED SQUARE - DAY                             76



       The German Agent has stopped firing in order to drive.  He

       floors it, aiming for a street at the corner of the square.

       Indy uses the lull to take careful aim at the German Agent's

       profile and fire off three careful shots.  The German Agent

       is hit, blasted dead against the steering wheel.  The speed-

       ing truck swerves, hits a wall, rolls over and explodes in

       an enormous, multi-leveled eruption as its contents ignite.

       Several surrounding buildings are leveled.



       Indy, blown back across the square, looks on, astounded and

       horror-stricken.



                                   INDY

                     Marion.





77     INT.  ARAB BAR - NIGHT                                  77



       A dark, smoke-filled den on iniquity.  The patrons,

       almost all fearsome Arabs, sit in small shadowy groups

       around the room.  Indy stands at the bar finishing off

       a fifth of bourbon.  He is drunk.  The ARAB BARTENDER

       places a new bottle of expensive bourbon in front of him.

       Indy eyes is queerly.



                                   ARAB BARTENDER

                     The gentleman in the corner sent it.

                     He would like you to join him.



                                   INDY

                          (doesn't even look)

                     Too bad.  I'm drinking alone.



       The Arab Bartender does a take, looking at the three,

       tough GERMAN HENCHMEN who have surrounded Indy from out

       of the smoke, their hands stuffed in bulging trenchcoat pock-

       ets.  Indy notices them now with a bleary glance.  He

       decides he's in no shape to kill or be killed and moves

       with them across the room, taking his bottle with him.

       The Arab patrons take this in and mind their own business.



       The occupant of the smoke-shrouded corner table becomes

       visible only as Indy -eaches there:  it is Emile Belloq.

       He is drinking wine.



                                   INDY

                     Belloq.



                                   BELLOQ

                     Good evening, Dr. Jones.



                                   INDY

                     I ought to kill you right now.



                                   BELLOQ

                     It was not I who brought the girl

                     into this dirty business.



       Indy knows its true; that's what's tearing him up.



                                   BELLOQ

                     Sit down, please, before you fall

                     down.  We can behave as civilized

                     people.  I'm afraid it will be your

                     last opportunity.



       Indy sits, glancing at the German Henchmen, who settle

       nearby, just out of earshot.



                                   INDY

                     Not a very private place for a murder.



                                   BELLOQ

                              (looking around)

                     These Arabs will not interfere in

                     the white man's business.  They do

                     not care if we kill each other off.

                     (takes a sip of wine, refers to it)

                     Terribly difficult finding a decent

                     vintage here.  You were quite vig-

                     orous in Shanghai.  Unfortunately,

                     our friend the Wild Boar had taken

                     the precaution of making several

                     copies of the piece.



       Indy registers this as he takes a drink.  Belloq watches

       him with disdainful amusement.



                                   BELLOQ

                     How odd that is should end this way

                     for us, after so many...stimulating

                     encounters.  I almost regret it.

                     Where shall I find a new adversary

                     so close to my own level?



                                   INDY

                     Try the local sewer.



                                   BELLOQ

                     I know you despise me.  We always

                     hate in others that which we most

                     fear in ourselves.  And you and I

                     are very much alike.



                                   INDY

                     Now you're getting nasty.



                                   BELLOQ

                     We have always done the same kind of

                     work.  Our methods have not differed

                     as much as you pretend.  I am a sha-

                     dowy reflection of you.  But it would

                     have taken only a nudge to make you

                     the same as me, to push you out of

                     the light.



       There's a certain amount of truth to this; the recognition

       of it flickers across Indy's bleary eyes.  Belloq sees

       it there.



                                   BELLOQ

                     You know it to be true!  How nice.

                     And how ironic the timing.



       Belloq leans forward, eyes shining, voice suddenly different.



                                   BELLOQ

                     Do you realize that the Ark is?

                              (very intense)

                     It's a transmitter.  A radio for

                     talking to God!  And now it is

                     within my grasp.



                                   INDY

                     What about your boss, Der Fuhrer?

                     I thought he was waiting to take

                     possession.



       Belloq glances into the gloom at the German Henchmen.



                                   BELLOQ

                                  (quieter)

                     When the time is right.  When I am

                     finished with it.



                                   INDY

                     I hope your friends are patient.

                     Dangerous work, Belloq.



                                   BELLOQ

                     Yes.  Very.  You may consider your-

                     self fortunate that your involve-

                     ment concludes here.



                                   INDY

                     Tell me, did you get away with

                     the idol?



                                   BELLOQ

                                 (negative)

                     I was lucky to get away with my

                     life.  The Hovitos proved quite

                     narrow-minded about the whole matter.



       Indy takes a drink.



                                   INDY

                     You know, if it's God you want to

                     talk to, maybe I can arrange it.



                                   BELLOQ

                                  (smiles)

                     You have not changed.  But, please,

                     do not reach for your weapon until

                     you are ready to die.



       The front door of the bar slams open and all nine of

       SALLAH'S CHILDREN scamper in and over to a surprised

       Indy.  Two of the smallest hop into his lap.



                                   LITTLE SON

                     Uncle Indy, we have been looking

                     for you.



                                   LITTLE DAUGHTER

                     Come home now, Uncle. Hurry!



       Suddenly the Arab patrons of the bar take an intense in-

       terest in the situation, shifting their weapons.



                                   INDY

                     Yes.  Yes, I'll come now.



       Indy stands up.  The German Henchmen and poised.  Belloq

       eyes the Arab patrons and signals for the Henchmen to relax.



                                   BELLOQ

                     Next time, Indiana Jones, it will take

                     more than children to save you.



       The children usher Indy out.





78     INT.  SALLAH'S TRUCK - IN FRONT OF ARAB BAR - NIGHT     78



       Indy climbs into the cab of Sallah's truck with a smiling

       Sallah as the children pile into the back.  Sallah pulls out.



                                   SALLAH

                     I thought we would find you there.

                              (indicating the kids)

                     Better than the United States Ma-

                     rines, eh?



                                   INDY

                                   (nods)

                     Thanks you.

                                   (grave)

                     Marion's dead.



                                   SALLAH

                     Yes, I know.  I am sorry.

                                   (pause)

                     More reason than ever to beat the

                     bastards.

                              (he touches Indy)

                     Life goes on, Indy.

                           (indicates the kids again)

                     There is the proof.



       Indy looks back there, nods.



                                   SALLAH

                     I have much to tell you, Indy.



***************************** PAGE 51 MISSING *****************************



81     (CONTINUED)                                             81



       Fayah brings in a tray of food and puts it on the table.

       The bowl of dates is in one corner.  As Fayah leaves the

       room, the Monkey slips out of Sallah's lap and disappears

       under the table.  Indy leans over the food tray, his hand

       hovering over the dates.  But he chooses some cheese and

       bread instead.



                                   INDY

                     And they made the calculation in

                     the map room?



                                   SALLAH

                               (nods vigorously)

                     This morning.  Belloq and the boss

                     German, Shliemann.  When they came

                     out of the map room, we were given

                     a new spot in which to dig...out

                     away from the camp.



                                   INDY

                               (resigned)

                     The Well of the Souls.



       Sallah nods, moves to the food.  He picks up a date, then

       changes his mind and drops it, taking a bunch of grapes

       instead.  Indy picks up a chicken leg in one hand and a

       date in the other, his mind distracted.  Fayah enters

       the room just in time to see Indy flip the date high into

       the air and try to catch it in his mouth.  It bounces off

       his chin and falls to the floor.  Indy looks sheepishly at

       Fayah.  Fayah picks up the fallen date and puts it in the

       dirty ash tray she is now removing.  Amir speaks in a 

       slow, raspy voice without looking up.



                                   AMIR

                     Come.  Look.



       The two men go and huddle over the old man.  The Monkey

       peeks up over the edge of the table at the array of food.

       He picks up a date and disappears below the table.  Amir

       points to some markings on the lower part of the headpiece.



                                   AMIR

                     This is a warning...not to disturb

                     the Ark of the Covenant.



                                   INDY

                     Just want I need.



       The Monkey's paw comes up over the edge of the table and

       grabs another date.



                                   INDY

                     How 'bout the height of the staff?

                     Did Belloq get it off of there?



                                   AMIR

                     Yes...it is here.



       Indy, nervous, goes back to the food tray, picks up another

       date.  When he turns back to the men, the Monkey's paw

       grabs another date.



       We see the headpiece in closeup on the table.  Amir's crooked

       fingers trace a line of markings along the bottom section

       to the break in the piece.



                                   AMIR

                     It says it is...ten jamirs high...



                                   SALLAH

                     About seventy-five inches.



                                   AMIR

                     Wait!  I am not finished...



       Amir's finger moves across the break as the markings con-

       tinue on the sun medallion.



                                   AMIR

                                (reading)

                     "And one jamir to honor the Hebrew

                     God whose Ark this is."



       Indy, still holding the date, exchanges a long look with

       Sallah.



                                   INDY

                     You said their top section was blank.

                     Are you absolutely sure?



       Sallah nods.



                                   INDY

                     Belloq's staff is seven and a half

                     inches short.  They're digging in

                     the wrong spot!



       Sallah and Indy begin to laugh.  Amir gives them a glance

       and returns to his wine.  Sallah leans over and kisses the

       old man.



                                   SALLAH

                                 (to Amir)

                     A home run, my friend, grand slam!

                                 (to Indy)

                     We have a saying--"A little luck is

                     better than much smartness."  Indy,

                     pardner, you are very lucky fellow.



       Indy hoots.  Then he takes the data in his hand and flips

       it high in the air.  He opens his mouth to catch it, but

       it doesn't come down.  He has inadvertently thrown it into

       a bowl of a hanging lamp.  This makes the men laugh even

       harder.



       Indy goes over and picks up another date.  He turns laugh-

       ing to Sallah and doesn't see as the Monkey's paw comes up,

       slowly, takes another date and begins to withdraw.  Sudden-

       ly the paw is stricken with palsy and the unseen Monkey

       goes into its death throws.  Sallah watches the paw as

       though hypnotized.  Finally the paw slips from sight and

       we hear a solid THUMP! on the floor.  Sallah walks around

       the table and looks at the floor.  The Monkey lies dead

       among a mess of date pits.



       Indy is in a happy world of his own.  He throws his date

       high in the air.  He positions himself under it and waits

       for it to drop in.  Here it comes.  Right on target.  As

       it's about to disappear into Indy's mouth, Sallah's hand

       flashes in and grabs it.  Indy looks mystified and disap-

       pointed.  Sallah motions toward the dead Monkey.



                                   SALLAH

                     Bad dates.





82     EXT.  DESERT ROAD - MORNING                             82



       Two old trucks come down a narrow mountain road and onto

       the flat surface of the desert.



       Further out into the desert, the one in the lead, Sallah's

       truck, stops and the second one, Omar's truck, pulls up

       beside it.  There are half dozen Arab Diggers in Omar's

       truck.  Indy, dressed as an Arab, gets out of the cab of

       Sallah's truck and moves over to confer with OMAR, another

       old friend.  They point off into the desert and reach some

       conclusion.  Indy gives him a pat on the back;  Omar turns

       off the road and drives into the desert with his workers.

       Indy hops back in the cab of Sallah's truck with Sallah.

       As they move down the road we see that the back of the

       truck holds three other Arab Diggers.





83     EXT.  RISE ABOVE THE TANIS DIGS - MORNING               83



       Indy and Sallah are lying in classic shouting fashion at

       the top of the rise looking down on the Tanis Digs.  Down

       behind them, Sallah's truck is parked with the three Arab

       Diggers.



                                   INDY

                     My God!  They aren't kidding!



       WHAT HE SEES.  The Tanis Digs are laid out below like a

       painting.  Trucks, bulldozers, Arab workers and German

       supervisors are everywhere.  The excavations themselves

       are extensive and somewhat random-holes have been dug

       and then abandoned, foundations and passageways unearthed

       and then deserted.  Beyond the main digs, a crude airstrip

       has been created.  Sallah points to what appears to be a

       mound of dirt with a hole in it near the center of the

       activity.



                                   SALLAH

                     There!  That is the map room!



                                   INDY

                     What time does the sun hit the map?



                                   SALLAH

                     Just after eight.



                                   INDY

                     We haven't got much time.  Where are

                     the Germans digging for the Well of

                     the Souls?



       Sallah points out into the desert a short way beyond the

       main area of activity.  The desert turns to sand dunes

       out there, the surface undulating into the distance.

       Several trucks and men are out there and a bulldozer is

       lumbering noisily toward it.



                                   INDY

                     Okay.  Let's go.





84     EXT.  THE TANIS DIGS - MORNING                          84



       Sallah's truck drives through the camp, one of the Arab

       Diggers at the wheel.  Indy and Sallah are in the back and

       look just like the other two Arab Diggers.  Sallah's

       truck does behind a tent and when it appears on the other

       side, Indy and Sallah are gone.





85     EXT.  AMONG THE TENTS - MORNING                         85



       Indy and Sallah move stealthily among the tents.  Indy car-

       ries a smooth wooden staff almost seven feet tall.  They

       stop between two tents and look across a path at the en-

       trance to the map room.  What appeared to be a mound of

       dirt is actually the roof on the ancient building.  The

       hole/entrance is a five-foot square skylight.  Indy looks

       around, then walks casually to the edge of the hole and

       looks inside.  Sallah joins him, producing a length of

       rope from his robes.  Indy drops the staff into the un-

       seen map room as Sallah  ties the rope around on oil drum.

       When it's secure, Indy wastes no time disappearing down

       it into the map room.





86     INT.  MAP ROOM                                          86



       Indy is down the twenty feet to the floor of the room in

       seconds.  He tugs on the rope and it immediately gets pulled

       up.  Indy looks around with real wonder and excitement.

       The room is lovely, with elaborate wall carvings and fres-

       coes, all lit by the bright stream of sunlight flooding

       in from above.  This beam of light leads Indy's eye to

       the far end, and the room's truly remarkable feature: built

       into the floor in meticulous relief is a miniature stone

       model of the ancient city of Tanis.  Already, the sunlight

       has worked its way down the far wall and is edging onto

       the miniature of the city.  On the floor, to the skylight

       side of the miniature, is an elaborate line created by

       embedded mosaic tiles.  The evenly spaced slots in the line,

       each accompanied by a symbol of a time of year, are for the

       base of the staff.  Indy pulls the headpiece from his robes--

       it has been welded together--and reaches for the staff.





87     EXT.  ABOVE THE MAP ROOM - DAY                          87



       An extremely nervous Sallah has the gathered rope in his

       hands and is trying to appear casual as he inches back to-

       ward the oil drum.  There is now a good bit of activity

       going on up here.



                                   JEEP GERMAN OS

                     Hey!  You, the skinny one!



       Sallah jumps about three feet.  The JEEP GERMAN is standing

       in an open space ten yards away looking at Sallah.



                                   JEEP GERMAN

                     Yes, you.  What are you doing there?



       Sallah gestures his innocence.



                                   JEEP GERMAN

                     Well bring that rope over here, you

                     cur.



       The Jeep German starts back toward his major concern:

       his jeep is stuck in some sand beyond the next tent.

       Some Arab Workers are trying in vain to budge it.  Now

       another German has backed his truck up to it.  Sallah

       can think of nothing to do expect obey.  With a worried

       glance at the map room, be begins untying the rope from

       the oil drum.





88     INT.  THE MAP ROOM                                      88



       Indy is examining the results of Belloq's work.  Red paint

       marks one of the miniature buildings in the layout and a

       white calibrated tape has been strung from that building

       back to a miniature of the map room.  Now Indy begins ex-

       amining the mosaic base line for the staff.  Sunlight has

       moves further down across the miniature.





89     EXT.  IN THE CAMP - DAY                                 89



       Sallah watches nervously as his precious rope is pulled

       taut between the pulling truck and the stuck jeep.  He

       doesn't notice that he has chosen to stand next to a large,

       steaming kettle of food until--



                                   HUNGRY GERMAN OS

                     Bring us some of that!



       He points to the kettle.  Sallah looks frantically from

       the rope, back to the skylight of the map room, to the

       kettle of food.



                                   HUNGRY GERMAN

                     Now, idiot!



       Sallah picks up some serving pieces and gets to work.





90     INT.  THE MAP ROOM                                      90



       The moment has arrived.  Even the tension of the circum-

       stances cannot distract Indy from the purity of what he

       is about to do.  All his calculations are adjustments com-

       plete, Indy takes the Staff of Ra and places it--CLINK!--

       in the right depression on the base line.  This is as active

       and exciting a moment as any archeologist can dream of

       and, at heart, that is exactly what Indy is.  The sunlight

       catches the very top of the headpiece and moves within a

       fraction of an inch of the tiny hole in its sun.



       The edge of the sunlight moving across the miniature city

       is still a good two feet beyond the spot Belloq has settled

       on.  And now that line of light is broken by the shadow

       of an ornate sun at the top of the staff.



       Indy's face reflects his concentration.  And then his

       immense pleasure.  He sees what he came for.



       Out of the miniature city, one small building is being

       lit by a tiny beam of sunlight in the center of the sha-

       dow of the metal sun.  And by some trick of ancient artis-

       try, this one building responds to the sunlight like none

       of the others.  The golden light permeates it: it seems

       to glow.  The building is in a direct line with Belloq's--

       all the Frenchman's other calculations were right--but it

       is a foot and a half beyond it.





91     EXT.  IN THE CAMP - DAY                                 91



       Sallah, sweating profusely, has finished serving the line

       of Breakfasting Germans and now heads back to replace the

       kettle and get away.



                                   HUNGRY GERMAN

                     Water.  Bring us water.





92     INT.  MAP ROOM                                          92



       Indy is on his knees at the miniature city, a special tape

       measure in his hand.  Indy has the tape strung from Belloq's

       mistaken spot to his own correct spot.  He gets his reading,

       leaps up and crosses to the erect staff.  He pulls the head-

       piece off the staff and hides it in his robes.  He quickly

       breaks the wooden staff in two and throws the pieces behind

       a pile of debris.  Then he moves quickly to beneath the

       skylight.



                                   INDY

                               (stage whisper)

                     Sallah.

                          (he waits, then louder)

                     Sallah!



       More waiting.  Nothing.  Indy looks around for some alter-

       native means of escape.  The room doesn't offer any.  He

       looks up at the skylight again.



                                   INDY

                                 (loudest)

                     Sallah!



       A long pause.  Then something comes down.  A makeshift

       rope.  Really just a bunch of clothing tied together--

       tunics, robes, pants.  But what we see first and most

       prominently, the first section of Indy's escape rope, is

       a bright Nazi flag.  Indy beams and climbs.





93     EXT. ABOVE THE MAP ROOM - DAY                           93



       Indy sticks his head out the skylight, sees it clear

       and flops his body out.  Sallah, crouching behind the

       oil drum, immediately starts pulling in the makeshift

       rope.  Sallah stuffs the rope in the oil drum and the

       two men begin waking toward some tents.



                                   HUNGRY GERMAN OS

                     Hey, you!  More water over here!



       Sallah glances at Indy, Then hurries back in that direc-

       tion.  The Hungry German focuses on Indy.



                                   HUNGRY GERMAN

                     Why aren't you at the digs?  Come

                     here!



       Indy bows in wild subservience and hurries off in the

       opposite direction.



                                   HUNGRY GERMAN

                          (yelling after him, irritated)

                     No, dummkopf, I said come!





94     EXT.  BETWEEN TWO TENTS - DAY                           94



       Indy hustles between the tents.  Up ahead, two German

       Officers stop to talk, blocking his exit.  He moves a-

       long the side of one of the tents until he finds an

       opening and slips inside.





95     INT.  THE TENT                                          95



       Indy finds himself in a tent set up for rather comfort-

       able living.  He has just started to cross it when he

       hears a loud, excited grunting.  He turns toward the sound.

       In the corner, tied to a chair and gagged is Marion.

       Indy rushes to her, snatches the gag from her mouth and

       embraces her.  They kiss, deep and long.



                                   INDY

                     I though you were dead.



                                   MARION

                     They were throwing me around like

                     a rag doll.



                                   INDY

                     They must have switched baskets.

                     Thank god for that!  Bless those

                     bastards.  Have they hurt you?



                                   MARION

                     No.  Not since I got here.  They

                     just asked about you--what you knew.

                     The Frenchman's got the hot's for me.

                     I've been playing that along.  Oh,

                     Indy, get me out of here.



       Indy pulls out a knife and then st