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                                "RAIDERS OF THE LOST ARK"

                                      Screenplay by

                                     Lawrence Kasdan

                                         Story by

                                       George Lucas

                

               FADE IN:

               EXT. PERU - HIGH JUNGLE - DAY

               The dense, lush rain forests of the eastern slopes of the 
               Andes, the place known as "The Eyebrow of the Jungle". 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.

               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. Barranca 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 releases 
               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 desire to 
               slit Indy's throat; Satipo gives him a look that says "Be 
               patient, you idiot".

               THE APPROACH TO THE TEMPLE

               The party fans out to fight their way through the entwined 
               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. Barranca 
               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 horrific 
               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 exactly 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 pistol. 
               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 frightened. 
               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.

               INT. TEMPLE - INCLINED PASSAGE - DAY

               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.

               HALL OF SHADOWS

               Indy leads the way down a twisting hallway, Satipo's torch 
               barely lighting his way from behind. Indy disappears 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 casually brushes 
               all three spiders off with his rolled whip, as he would a 
               fly. Satipo pirouettes for an inspection 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.

               CHAMBER OF LIGHT

               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.

               STAIRWAY

               Indy and Satipo come down stone stairs to a tight landing. 
               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.

               FOYER OF THE SANCTUARY

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

               The door at the end is flooded with sunlight.

                                     SATIPO
                         Señor, 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 exchange 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.

               THE SANCTUARY

               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, señor.

               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 significance 
               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 approximates 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.

               THE RETREAT - INTERCUTTING INDY AND SATIPO

               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 fills 
               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.

               THE INCLINED PASSAGE

               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 passageway. It 
               obliterates everything before it, sending the stalactites 
               shooting ahead like missiles. 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.

               EXT. FRONT OF THE TEMPLE - DAY

               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 produces 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.

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

               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.

               EXT. THE URUBAMBA RIVER - DUSK

               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 compartment.

               INT. JOCK'S PLANE - DUSK

               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 him. 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.

               EXT. JOCK'S PLANE - TWILIGHT

               It soars off over the dark jungle.

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

               It's autumn and the pretty, New England campus out Indy's 
               window reflects it in dazzling color. A few weeks before 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 inundated 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 Washington, D.C. Brody 
               is examining the small artifacts Indy pocketed on his way 
               into the Peruvian Temple. He occasionally uses a jeweler'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 armload 
               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 buy them as usual. No questions 
                         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.

               INT. INDY'S LECTURE HALL / CLASSROOM - DAY

               Indy's course - a combination of archeology and anthropology - 
               is taught in this amphitheater-type lecture hall. His desk 
               and lectern hold large reference books; blackboards 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 falling 
                         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, deciding 
               what to reveal.

                                     MUSGROVE
                         Well... you must understand, Dr. 
                         Jones, this is all strictly 
                         confidential.

                                     INDY
                         I understand.

                                     MUSGROVE
                         Yesterday, one of our European 
                         sections intercepted a Nazi communiqué 
                         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 
                         proceeding. 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 
                         prominently 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 
                         religious 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 pharaoh 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 Pharaoh 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 enthusiastic 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 vanquishing 
               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 leveling 
                         mountains and wasting entire regions. 
                         Moses promised that when the Ark was 
                         with you, "your enemies will be 
                         scattered and your foes fell before 
                         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.

               EXT. FRONT DOOR, INDY'S HOUSE - NIGHT

               Indy's English Tudor, upper middle class home. 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.

               INT. FOYER, INDY'S HOUSE

               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 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 champagne.

               INT. STUDY, INDY'S HOUSE

               Brody enters the book-lined, dark-wooded study. He paces for 
               a moment before the fire which is dying in the fireplace, 
               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, aggressive.

                                     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:

               EXT. IN THE AIR - DAY / NIGHT

               A Pan Am Clipper flies west over the Pacific.

                                                                   WIPE TO:

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

               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.

               EXT. HOK'S STREET - DAY

               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.

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

               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 inside, one 
               the driver.

               EXT. ALLEY BEHIND HOK'S MUSEUM - DAY

               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.

               INT. HOK'S PALACE - ENTRY HALL

               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 robed 
               Chinese Advisor. He wears a fantastic gold ornamental robe. 
               Despite the majesty, however, nothing can disguise the fact 
               that Hok is basically a wild, fat barbarian; 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.

               INT. HOK'S MUSEUM

               No person in sight. Instead, we see a magnificent display 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.

               INT. HOK'S PALACE - TEA ROOM

               The three Germans are being served tea and exotic delicacies. 
               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.

               INT. HOK'S MUSEUM

               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 myriad 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. Beyond him, a high window.

               INT. HOK'S PALACE - TEA ROOM

               Hok and his visitors stand to go. The German's pleased 
               expressions make it clear they're finally on their way to 
               the museum.

               INT. HOK'S MUSEUM

               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 behind 
               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 away when 
               Indy's gun levels and fires twice, blasting him backwards. 
               Indy is still looking over his gun when another 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.

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

               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.

               EXT. STREET IN FRONT OF THE PALACE - DAY

               The Lovely Mercedes limousine blows up.

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

               The Germans spin toward the blast. Drawing weapons, they run 
               back to investigate. Hok follows them, confused.

               INT. HOK'S MUSEUM

               Indy and the Samurai face each other. They're both breathing 
               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 hopping 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.

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

               Hok and the three Germans are looking down at the flaming 
               remains of the Mercedes. A look of concern crosses Hok's 
               face. He turns and runs back toward his beloved museum.

               INT. HOK'S MUSEUM

               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.

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

               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.

               INT. HOK'S MUSEUM

               The double doors at the entrance slam open to reveal Hok. 
               Indy is halfway along an unprotected wall back to his 
               ventilation 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 steadies 
               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 ricocheting 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.

               EXT. ROOF - DAY

               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.

               EXT. ALLEY BEHIND MUSEUM - DAY

               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 movement 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.

               INT. KEHOE'S CAR - DAY

               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.

                                                                   WIPE TO:

               EXT. DC-3 IN THE AIR - DUSK

               The plane flies west into the sunset.

               INT. DC-3 - NIGHT

               Under a meager seat light, Indy is pouring over a journal 
               article by Abner Ravenwood and related map of Nepal.

               A few rows back, across the aisle, a trenchcoated European 
               Spy eyes Indy.

                                                                   WIPE TO:

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

               A huge stuffed raven, wings spread wide, is mounted behind 
               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 
                         tomorrow.

               Mahdlo is hesitant, but lays the axe handle on the bar and 
               goes out. Indy has been barely aware of him. Now he settles 
               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 digging. 
                         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 that 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 or 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 goddamn 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 
                         Schenectady.

                                     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 important.

                                     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 thousand 
                         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 for 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 discipline 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 loosen 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.

               EXT. STREETS OUTSIDE "THE RAVEN" - NIGHT

               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:

               INT. "THE RAVEN" - NIGHT

               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 cluttered 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 same 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 tomorrow 
                         when Jones is here and we'll have an 
                         auction?

               Belzig gives her a cold look then turns and walks over toward 
               the fireplace. 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 medallion, 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. Fraulein 
                         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 bullwhip 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 entrance. 
               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 burning 
               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 fighting 
               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. Without 
               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.

               EXT. "THE RAVEN" - SNOW BANK - NIGHT

               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.

               INT. "THE RAVEN" - NIGHT

               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 moving 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!

               EXT. CAIRO - VARIOUS SHOTS - DAY

               First we see the sprawl, the soaring minarets, the ancient 
               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.

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

               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 forties 
               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 turban and does a deep, 
               grand bow to her. She is delighted 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.

               EXT. COURTYARD - SALLAH'S HOUSE - NIGHT

               Indy and Sallah sit in the small, protected courtyard. Sallah 
               holds the two sections of the headpiece, the medallion 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 
                         excavation 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.

               EXT. HEAVILY TRAFFICKED CAIRO STREET - DAY

               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. Talking 
                         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.

               EXT. ANOTHER CAIRO STREET - DAY

               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.

               EXT. ANOTHER BUSY CAIRO STREET - DAY

               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.

               EXT. A SMALL BAZAAR - DAY

               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, baskets 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.

               EXT. BETWEEN THE BUILDINGS - DAY

               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 toward 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.

               EXT. THE SMALL BAZAAR - DAY

               Chaos. An entire booth of pots and pans collapses on a Bad 
               Arab and a German Agent as Indy whips away a support.

               EXT. BETWEEN THE BUILDINGS - DAY

               The chattering Monkey leads a German Agent and two Bad Arabs 
               to Marion's hiding place, gesturing maniacally.

               EXT. THE SMALL BAZAAR - DAY

               Indy ducks under the swinging blade of a huge Arabian sword 
               and kicks the Bad Arab Swordsman in the groin.

               EXT. SIDE STREET - DAY

               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!

               EXT. THE SMALL BAZAAR - DAY

               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 frantically pushes his 
               way through the panicked mass of humanity in the direction 
               the basket has gone.

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

               EXT. DESERTED ALLEY - DAY

               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.

               EXT. DESERTED SQUARE - DAY

               Indy rounds the corner and is immediately driven back by 
               machine gun fire. Taking cover, he gets quick, intermittent 
               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 basket 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.

               EXT. BACK OF THE TRUCK - DAY

               What Indy cannot see is that the basket lands among an ominous 
               load of German munitions, dynamite and firearms. The truck 
               immediately peels out.

               EXT. DESERTED SQUARE - DAY

               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 speeding 
               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.

               INT. ARAB BAR - NIGHT

               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 pockets. 
               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 reaches 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 vigorous 
                         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 shadowy 
                         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 what 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 yourself 
                         fortunate that your involvement 
                         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 interest 
               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.

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

               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 Marines, 
                         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.

               INT. SALLAH'S HOUSE

               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 continue 
               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 laughing 
               to Sallah and doesn't see as the Monkey's paw comes up, 
               slowly, takes another date and begins to withdraw. Suddenly 
               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 disappointed. Sallah 
               motions toward the dead Monkey.

                                     SALLAH
                         Bad dates.

               EXT. DESERT ROAD - MORNING

               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.

               EXT. RISE ABOVE THE TANIS DIGS - MORNING

               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.

               EXT. THE TANIS DIGS - MORNING

               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.

               EXT. AMONG THE TENTS - MORNING

               Indy and Sallah move stealthily among the tents. Indy carries 
               a smooth wooden staff almost seven feet tall. They stop 
               between two tents and look across a path at the entrance 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 unseen 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.

               INT. MAP ROOM

               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 frescoes, 
               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.

               EXT. ABOVE THE MAP ROOM - DAY

               An extremely nervous Sallah has the gathered rope in his 
               hands and is trying to appear casual as he inches back toward 
               the oil drum. There is now a good bit of activity going on 
               up here.

                                     JEEP GERMAN (O.S.)
                         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.

               INT. THE MAP ROOM

               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 examining 
               the mosaic base line for the staff. Sunlight has moves further 
               down across the miniature.

               EXT. IN THE CAMP - DAY

               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 (O.S.)
                         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.

               INT. THE MAP ROOM

               The moment has arrived. Even the tension of the circumstances 
               cannot distract Indy from the purity of what he is about to 
               do. All his calculations are adjustments complete, 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 shadow of 
               the metal sun. And by some trick of ancient artistry, 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.

               EXT. IN THE CAMP - DAY

               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.

               INT. MAP ROOM

               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 
               headpiece 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 alternative 
               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.

               EXT. ABOVE THE MAP ROOM - DAY

               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 (O.S.)
                         Hey, you! More water over here!

               Sallah glances at Indy, Then hurries back in that direction. 
               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!

               EXT. BETWEEN TWO TENTS - DAY

               Indy hustles between the tents. Up ahead, two German Officers 
               stop to talk, blocking his exit. He moves along the side of 
               one of the tents until he finds an opening and slips inside.

               INT. THE TENT

               Indy finds himself in a tent set up for rather comfortable 
               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 stops suddenly, thinking.

                                     MARION
                         What's wrong?

                                     INDY
                              (putting the knife 
                              away)
                         I have to leave you here for a little 
                         while. I know where the Ark is. If I 
                         take you out of here they'll start 
                         combing the place for us.

                                     MARION
                              (louder)
                         Cut me loose!

                                     INDY
                         Keep your voice down.

                                     MARION
                              (screaming)
                         I said get me out of -

               Indy pops the gag back in her mouth. Her eyes widen in fury 
               and she grunts obscenities at him.

                                     INDY
                         Look, you don't know how glad I am 
                         to see you. And I don't like doing 
                         this. But the whole thing will be 
                         shot if you don't just sit here 
                         quietly. They haven't hurt you in 
                         the last twenty-four hours, they 
                         aren't going to start now. I'll be 
                         back to get you in no time.

               He kisses her forehead, jumps up and hurries out of the tent.

               EXT. SAND DUNE OUTSIDE DIGS - DAY

               With the digs behind them, Indy and Sallah run up to the 
               ridge of the dune and over the top. At the bottom of the far 
               side, Omar's truck is parked. Omar and his men are waiting.

               EXT. DIFFERENT DUNE - DAY

               This new spot gives Indy a higher, better view of the whole 
               scene. Indy is using a surveyor's instrument to take a reading -

               WHAT HE SEES

               Looking through the instrument, Indy gets a line from the 
               map room through the site where the Nazis are digging in the 
               dunes to a spot several dunes over. We focus on that virgin 
               spot of well-hidden sand as -

                                     INDY
                         There!

               EXT. INDY'S DIG - DAY

               Omar's truck is parked at the spot just viewed from afar. 
               Dunes rise on either side. One of Omar's men has been posted 
               as a lookout up on a ridge. Everybody else - Indy, Sallah, 
               Omar, and his men - have begun digging for the Wells of the 
               Souls.

                                                               DISSOLVE TO:

               SAME SCENE - NIGHT

               They continue to dig furiously, all of them drenched in sweat. 
               The hole has grown but this is slow, back-breaking work.

               INT. COMMAND TENT - TANIS DIGS - NIGHT

               Belloq, SHLIEMANN the ranking Nazi, and Shliemann's Aide, 
               GOBLER, come into the tent, which is full of charts and maps, 
               drawings of the Ark, radio equipment, liquor and food. The 
               men have been out digging for the Well all day. They are 
               tired, discouraged, testy. In all matters, Gobler shows his 
               alliance with Shliemann against Belloq with small looks and 
               body language. The Frenchman has disappointed them and he is 
               feeling the isolation of a scapegoat. Belloq gets himself a 
               drink as Shliemann towels off his face.

                                     BELLOQ
                         I cautioned you about being premature 
                         with that communiqué to Berlin. 
                         Archeology is not an exact science. 
                         If does not adhere to time schedules.

                                     SHLIEMANN
                         The Fuhrer is not a patient man. He 
                         demands constant reports and he 
                         expects progress. You led me to 
                         believe -

                                     BELLOQ
                         Nothing. I have made no promises. I 
                         said only that it looked very 
                         favorable. Perhaps the Ark will still 
                         be found in an adjoining chamber. 
                         Based on the information in our 
                         possession, my calculations were 
                         correct. Perhaps some bit of evidence 
                         still eludes us. Perhaps

                                     GOBLER
                         Perhaps the girl can help us.

               Belloq shoots him an angry look.

                                     SHLIEMANN
                         My feeling exactly. She was in 
                         possession of the original piece for 
                         years. She may know much.
                              (really evil)
                         If properly motivated...

                                     BELLOQ
                         I tell you, she knows nothing useful.

                                     SHLIEMANN
                         I'm surprised to find you squeamish. 
                         That is not your reputation. But it 
                         needn't concern you. I have the 
                         perfect man for this kind of work.

               Shliemann signals Gobler, who steps outside the tent a moment, 
               calls someone and then reappears. Belloq looks warily at the 
               entrance. After a moment Belzig enters, reeking villainy. 
               When his eyes find Shliemann, his superior, he snaps a crisp 
               "Heil, Hitler!" at him, holding his palm rigid a long time, 
               exposing a burned scar in the prefect shape of the sun 
               medallion.

               EXT. INDY'S DIG - NIGHT

               In the eerie conjunction of moonlight and torchlight, Indy 
               and the other men step back in awe of their discovery: there, 
               flush with the bottom of their pit, is a heavy stone entry 
               door to an underground chamber. Special prying tools are 
               produced. With two men assigned to each of the two long tools, 
               they work in unison to open the vault. They open it a foot 
               and the other men rush in to flop the heavy door completely 
               open. Down inside, only blackness.

               The men quickly prostrate themselves around the edge of the 
               entry to look inside. Indy and Sallah each take a torch and 
               hold them down the hole.

               WHAT THEY SEE

               The Well of the Souls is a spooky chamber thirty feet deep. 
               The walls are covered with hieroglyphics and carvings. The 
               roof is supported intermittently by stone pillars, the closest 
               of which hits the roof very near the entry hole. The Well is 
               quite large; as Indy and Sallah wave their torches, more and 
               more of the room is revealed. Now the far end of the chamber 
               comes into view. There is a stone altar down there and on 
               this elaborated carved platform is a stone chest, big enough 
               to enclose the Lost Ark and protect it from the ravages of 
               time. This altar appears to be the only place on the floor 
               of the Well that is not covered by a strange, dark carpet of 
               some kind.

                                     INDY
                         The Ark must be in that stone case. 
                         What's that gray stuff all over the 
                         floor -

               He breaks off realizing exactly what that carpet is. He 
               blanches. Indiana Jones blanches.

               Indy drops his torch to the floor of the Well. This is 
               answered by the most horrific HISSING imaginable.

               WHAT HE SEES

               That think dark carpet is moving. It's alive. It's thousands 
               and thousands of deadly poisonous snakes - Egyptian asps. 
               And the only thing that seems capable of avoiding this 
               venomous groundcover is the altar. The snakes ebb and flow 
               near it, but never encroach on it, as though repelled by 
               some invisible force.

               Indy shakes his head and talks to himself.

                                     INDY
                         Why snakes? Why did it have to be 
                         snakes? Anything else.

               After a moment of this, he stops. He gathers his energy and 
               resolve and gets back to the task.

                                     SALLAH
                         Asps. Very dangerous.

               Where Indy's torch had landed is a circle of snake-free floor. 
               The snakes hate the flame; they stay away.

                                     INDY
                         Lots of torches. And oil. I want a 
                         landing strip down there.

               INT. THE WELL OF THE SOULS

               Fifteen torches have been dropped to the floor of the chamber, 
               combining to make a good-sized clear zone. Smoke begins to 
               fill the room. Several canisters of oil have been lowered 
               into this space. Now, a large wooden crate is lowered slowly 
               by rope. Rope handles are attached to each end of the crate.

               Up at the hole, Indy gives Sallah a reassuring pat, takes a 
               breath, and swings carefully onto a rope hanging from the 
               hole. Despite his care, he swings a bit and his feet hit the 
               stone pillar which is so near the entry. Surprisingly, the 
               pillar actually moves a bit, showering a light rain of 
               crumbled stone to the floor below.

               Indy lands on the floor of the Well. He looks at the altar 
               over a sea of undulating death. He picks up an oil canister 
               and splashes two parallel lines of oil and lights them. A 
               path six feet wide begins to open to the altar. Behind Indy, 
               Sallah comes quickly down the rope.

               We begin to INTERCUT all the action in the Well from here on 
               with insert shots of the snakes outside the flames. Snakes 
               and snakes. We see: snakes piled and entwined six inches 
               deep; mother snakes laying snake eggs; snake eggs hatching 
               little snakes; snakes cannibalizing other snakes.

               INT. MARION'S TENT

               Belloq has been talking to the still-bound Marion. He has 
               removed her gag. He is impatient, angry, uncomfortable. Caught 
               between two forces.

                                     BELLOQ
                         Believe me, you made a mistake. If 
                         you would just give me something to 
                         placate them. Some bit of information.

                                     MARION
                         I swear to you, I know nothing more. 
                         I have no loyalty to Jones. He's 
                         brought me only trouble.

               He wants to believe her.

                                     BELLOQ
                         I cannot control them.

               Marion's frightened look shifts suddenly to the entrance of 
               the tent. There are new arrivals there - Shliemann, Gobler 
               and Belzig. Belzig carries a black leather case. He steps 
               forward and smiles at Marion.

                                     BELZIG
                         We meet again, Fraulein.

               EXT. INDY'S DIG - JUST BEFORE DAWN

               The sky is just beginning to lighten over the dunes to the 
               east, making dangerously obvious the thin column of smoke 
               rising from the entrance to the Well. Omar and his men are 
               peering through the smoke down into the Well.

               INT. THE WELL OF THE SOULS

               Indy and Sallah are on the altar. Pushing together with all 
               their strength, the heavy stone top of the protective chest 
               begins to slide away. Indy and Sallah exchange slightly wary 
               but very excited looks, then continue to push. As the Ark 
               begins to be exposed, the air seems to almost vibrate, to 
               become electrostatically charged. We hear what sounds like a 
               low HUM. The sea of snakes around the altar draws back further 
               from this presence.

               As the top of the stone chest is pushed completely off and 
               slams down beside it, we see THE LOST ARK OF THE COVENANT. 
               It is awesomely beautiful, breathtaking. 4 feet long, 2.5 
               feet wide and 2.5 feet high. It's height, however, is 
               increased by the two sculptured gold angels mounted facing 
               each other on the top. Though the body of the Ark is acacia 
               wood, it has been overlaid with gold. An elaborate gold crown 
               surrounds the top edge and gold carrying rings are attached 
               to each corner.

               Sallah is mesmerized by the sight. His hand starts to reach 
               out and touch one of the angels, but Indy grabs it.

                                     INDY
                         Don't touch it! Never touch it!

               The wooden crate stands open next to the stone chest. Now 
               Indy extracts the wooden poles from its rings and begins 
               fitting them through the rings in the Ark. This takes some 
               maneuvering by the two men, but soon they are able to lift 
               the Ark clear of the stone chest and into the wooden crate. 
               They extract the poles, fasten the top of the crate and stick 
               the poles through the rings of the wooden crate. They start 
               back toward the space under the hole.

               The fire strips have begun to dwindle, as have some of the 
               torches. The snakes move slowly in toward the clear spaces. 
               Indy and Sallah eye them nervously as they hurry along with 
               their heavy load. Under the hole, they hurriedly attach ropes 
               to the wooden crate and it is pulled up. Indy's concentration 
               is on the tide of snakes.

                                     INDY
                         Hurry up! Why did it have to be 
                         snakes?

               Sallah takes the next rope and climbs quickly out of the 
               Well. Indy has picked up a torch and now throws it at a pool 
               of snakes who are too close for his comfort. He turns and 
               takes hold of the exit rope. He gives it a first tug and it 
               falls down into the Well, landing partly beyond the ring of 
               fire where is instantly disappears in a tangle of angry, 
               hissing asps. Indy looks up at the hole.

                                     INDY
                         What the -

               Smiling down at him from the perimeter of the entry are 
               Belloq, Shliemann and Gobler.

                                     BELLOQ
                         Why, Dr. Jones, whatever are you 
                         doing in such a nasty place?

               Belloq and the Germans laugh.

                                     INDY
                         Why don't you fellows come down here? 
                         I'll show you.

                                     BELLOQ
                         No thank you, my friend.
                              (he glances around 
                              him)
                         I think we are all very comfortable 
                         up here.

               EXT. INDY'S DIG - DAWN

               Sunlight is flooding this tableau: Sallah, Omar and his men 
               are being held at bay by ten armed Nazis. The wooden crate 
               sits safely nearby. Belzig and another Nazi have the gagged 
               Marion held in their rough grasp.

                                     BELLOQ
                              (down to Indy)
                         After all these years, it is most 
                         considerate of you to aid me in this 
                         way.

               As Belloq speaks, Shliemann exchanges a look with Belzig. 
               Belzig smiles and takes the gag from Marion's mouth.

               INT. WELLS OF THE SOULS

               Shliemann smiles down at Indy.

                                     SHLIEMANN
                         I'm afraid we must be going now, Dr. 
                         Jones. Our prize is awaited in Berlin. 
                         But I do not wish to leave you down 
                         in that awful place...
                              (he give a sign)
                         ...all alone.

               Belzig and the Nazi move Marion to the hole and, to Belloq's 
               surprise, push her in. Marion falls thirty feet screaming. 
               Indy drops his torch, braces, and catches her! Her weight 
               knocks him to the ground, almost into the snakes. She looks 
               around at the snakes, clinging to him more desperately as he 
               struggles to his feet trying to unload her.

                                     MARION
                         Don't put me down!

               Up at the hole, there's plenty of dissension.

                                     BELLOQ
                         The girl was mine!

                                     SHLIEMANN
                         She is of no use to us. Only our 
                         mission for the Fuhrer matters.

               Shliemann glances meaningfully around at the other Nazis.

                                     SHLIEMANN
                         I wonder sometimes, Monsieur, if you 
                         have that clearly in mind.

               Belloq feels how much he is the outsider, his own 
               vulnerability. He backs down with the wisdom of survival. He 
               turns to look down at Indy and Marion. His manner is gallant.

                                     BELLOQ
                         Goodbye, mademoiselle.
                              (a pause, then with 
                              respect)
                         Indiana Jones... adieu!

               Belloq and the others step back from the hole and unseen 
               Nazis slam the heavy stone door into place. Marion screams. 
               Her scream is accompanied by -

               A huge WHOOSH! as air is sucked out and the chamber is sealed. 
               Half of the torches still burning go out with the sound. The 
               remaining torches continue to extinguish at punctuating 
               intervals throughout the following action and the snakes 
               immediately flood into the newly-darkened spaces. Indy puts 
               Marion down and snatches up two burning torches. He hands 
               one to Marion.

                                     INDY
                         Don't panic. There's plenty of time 
                         for that later. Wave that at anything 
                         that slithers.

               Indy holds his torch out like a lantern and begins a slow O-
               turn, his eyes peering into the gloom, examining every inch 
               of wall and ceiling.

                                     MARION
                         What are you doing?

                                     INDY
                         Just watch the floor.

               Reminded of the encroaching snakes, Marion waves her torch 
               at the nearest edge of their circle. She looks faint. Indy 
               continues his slow turn.

                                     MARION
                         Whatever you're doing, do it faster.

                                     INDY
                              (he spots something)
                         There!

               His head whips around, looking at the pillars around the 
               room. He sees what he wants. He grabs one of the oil 
               canisters, looks back to the spot on the wall he's chosen 
               and splashes oil on the floor in that direction, then lights 
               it. A path opens toward that wall.

                                     INDY
                         Come on!

               Marion is frozen in her spot. Indy drags her after him. He 
               splashes oil the rest of the way to the wall. It lights and 
               Indy pulls Marion over to the wall. He pours the remaining 
               oil in a circle around them, creating a safe zone there.

                                     INDY
                         Stay here!

                                     MARION
                              (grabbing him)
                         Where are you going?

                                     INDY
                         I'll be back in a minute. We're going 
                         through this wall.

               Marion looks at the wall, which looks like all the rest to 
               her. She thinks he's crazy.

                                     INDY
                         Just keep your eyes open and get 
                         ready to run. No matter what happens 
                         to me.

                                     MARION
                              (panicked)
                         What do you mean?

               Too late. Indy runs back through the path of flames to the 
               center of the room. Snakes strike as his flying heels. Indy 
               reaches the base of the pillar which he touched briefly on 
               his original descent. He uses his torch to clear away the 
               scattered snakes climbing on it, then pulls out his whip. He 
               draws it back, then wraps is solidly around the pillar 15 
               feet up. With the torch in his mouth, he begins climbing the 
               pillar. It moves ominously under his weight.

               The last two torches still burning on the floor go out. Now 
               the only light in the chamber is provided by the torches 
               held by Indy and Marion and the dwindling oil flames. Snakes 
               move in and surround the base of Indy's pillar. The path 
               between Marion and the center of the room is overrun. The 
               circle of flame around Marion is dying down. She looks beyond 
               it with terror-widened eyes, then up through the increasing 
               smoke at the distant Indy.

               Near the top of the pillar, Indy's hands strain along his 
               taut whip, which he has moves higher. A snake slithers into 
               view there, inches from Indy's straining face. Indy turns 
               his head so the torch in his mouth can burn it. The snake 
               falls from the pillar. Indy's torch is dwindling. Indy works 
               his body around so that he is on the side of the pillar away 
               from Marion. The pillar moves, showering dust. Indy looks at 
               the chamber wall five feet away, takes a breath and swings 
               his legs up against it. He is now braced between pillar and 
               wall.

                                     MARION (O.S.)
                              (screaming)
                         Where are you?!

               Snakes are moving in force up the pillar toward Indy's 
               dwindling torch. Indy grasps the pillar for dear life, 
               grimaces with exertion and pushes against the wall with all 
               he's got. The pillar begins to break loose of the ceiling, 
               then stops. Indy's eyes are on the torch. It is just a spot 
               of flame now. Snakes are sliding up toward his hands. Indy 
               again pushes against the wall and the torch falls out of his 
               mouth.

               The pillar goes! In the dim light, we see it fall like a 
               tree directly at Marion. Indy rides it down. The top hits 
               the wall three feet from a cringing Marion and smashes through 
               to a black chamber beyond. Indy flies off into the darkness. 
               Gone. Marion clutches her torch at the black hole.

                                     MARION
                         Indy! Where are you?! Please Lord!

               There is a moment that seems an eternity, then Indy appears 
               like an apparition out of the void.

                                     INDY
                         Come on!

               He grabs her and helps her over the remains of the wall into -

               INT. THE CATACOMBS

               The winding string of connected chambers is revealed to them 
               only a few feet at a time as their torch lights the way.

                                     MARION
                         The snakes... are they here?

                                     INDY
                         I guess not. I think I'd be dead.

                                     MARION
                         Do you know where you're going?

                                     INDY
                         Absolutely.

                                     MARION
                         Thank god. Where?

                                     INDY
                         Out.

               They round a corner and flush a covey of bats. Marion screams.

                                     INDY
                         Don't do that. It scares me.

               Marion gives him a look. They round a corner and begin a 
               walk through a maze of chambers that present for their 
               inspection: moldering mummies and stacked sarcophagi; a room 
               decorated with a thousand human skulls; a wall crawling with 
               huge scarabaeid beetles. Marion is quite naturally a nervous 
               wreck; she jumps when Indy grabs her suddenly and points.

                                     INDY
                         Look!

               WHAT THEY SEE

               There, coming through the crack in the corner of the next 
               chamber, is white blessed sunlight.

               EXT. THE TANIS DIGS - NEAR AIRSTRIP - DAY

               Indy and Marion peek out into the light from the shadows of 
               an abandoned excavation. Before them is the improvised 
               airstrip serving the digs: a crude runway, a tent supply 
               depot, two fuel tank trucks. Down by the fuel trucks a German 
               Mechanic is looking skyward. Now Indy and Marion look there 
               too, drawn by the roaring sound of -

               A Flying Wing, which is circling over the digs in preparation 
               to landing.

               Now a new figure approaches the German Mechanic. It is Gobler; 
               he yells to the mechanic, indicating the plane.

                                     GOBLER
                         Get is gassed immediately! It has an 
                         important cargo to take out!

               In the distance, the Flying Wing lands and rolls toward the 
               men. Gobler spins and heads back toward the main camp, which 
               is hidden from view by a rise. Indy and Marion watch him go.

                                     INDY
                         When the Ark gets loaded, we're 
                         already going to be on that plane.

               The Flying Wing rolls up into the space near the fuel trucks. 
               The German Mechanic puts blue blocks in front of the tires 
               as the engines continue to roar.

               Indy and Marion run in a crouch to a hiding spot closer to 
               the plane, near the supply tent. Suddenly, a Second German 
               Mechanic appears behind them. He is as surprised as they 
               are, but recovers quickly and swings a big monkey wrench at 
               Indy. Indy grabs the swinging arm and the two men tumble out 
               into the open, wrestling. Marion remains hidden, moving fast 
               among the crates.

               The first German Mechanic, who is just pulling the fuel hose 
               from the tank truck to the plane, sees the combatants and 
               runs to help his countryman. He is almost upon them when 
               Indy puts the Second German away with a devastating left - 
               right - left combination. He turns to find the first German 
               Mechanic flying at him. The roll toward the rear of the Flying 
               Wing and its lethally spinning reversed propellers.

               In the cockpit of the Flying Wing, the Pilot has been fiddling 
               with his gauges just prior to shutting off his engines. Now 
               he notices the fight going on outside.

               The fistfight between Indy and the German Mechanic has taken 
               on a new stomach-tightening dimension. The men are fighting 
               and flailing in and out between the spinning props at the 
               back of the plane's wings. Each man comes within inches of 
               becoming instant mincemeat.

               The Pilot slides away the top of his cockpit and stands up. 
               He pulls a Luger from his side and points it, waiting for a 
               clear shot at Indy. The German Mechanic kicks Indy away from 
               him and the Pilot aims his pistol. Suddenly, Marion appears 
               behind the Pilot, standing on the opposite wing, and bashes 
               him over the head with one of the blue blocks that was holding 
               the tires. The Pilot drops down into the cockpit, his body 
               falling on the throttle. The engines roar louder, revving 
               up. The plane begins to roll, rotating around its one still-
               blocked set of tires. Marion grabs onto the cockpit to keep 
               from slipping into the props. She bends into the cockpit, 
               trying to pull the Pilot's body off the throttle. No luck. 
               She grimaces and climbs inside. Her shoulder bumps the top 
               of the cockpit; it slides tightly shut above her.

               Under the moving wing, Indy delivers a knockout rightcross 
               to the German Mechanic which sends him staggering back toward 
               a roaring propeller. Indy's grimace registers the man's demise 
               and a fine mist of blood wafts toward him. Indy spins toward 
               the sound of crumpling metal and sees -

               The other prop of the Flying Wing slice into a tank truck. 
               The airplane fuel inside floods out onto the pavement, 
               surrounding the plane. Indy backpedals away from the plane, 
               his eyes searching the scene for Marion. Suddenly, he is 
               shocked to see her in the cockpit. He runs toward her, 
               skidding through the gasoline.

                                     INDY
                         Get out! Get out!

               Marion is struggling with the top of the cockpit. She can't 
               budge it. She's trapped.

               EXT. THE COMMAND TENT - DAY

               Three Armed Nazis stand guard around the wooden crate 
               containing the Ark. It is sitting near the flopped-open 
               entrance to the Command Tent and there is furious activity 
               going on here. Belloq, Shliemann, Gobler, Belzig and assorted 
               Aides are packing up all the papers and personal items in 
               preparation for a hasty departure.

               A large crowd of Arab Diggers is milling about among the 
               tents. They all want to get a look at the Ark. Sallah is 
               among them. All at once, there is a earthshaking explosion. 
               Al eyes turn toward the rise that hides the airstrip. A huge 
               fireball floats into view over there. Everyone starts running 
               toward it. Shliemann yells at Belzig and the Armed Nazis.

                                     SHLIEMANN
                         Stay with the Ark!

               EXT. THE RISE ABOVE AIRSTRIP - DAY

               Almost all the Arabs and Germans in the digs have congregated 
               here and are staring at the burning remains of the Flying 
               Wing. Belloq and Shliemann arrive just as the second fuel 
               truck blows up. The concussion knocks many of the observers 
               flat. Belloq, Shliemann and Gobler watch the scene in alarm.

                                     SHLIEMANN
                         Sabotage!

                                     BELLOQ
                         We must get the Ark away from this 
                         place immediately!

                                     SHLIEMANN
                              (to Gobler)
                         Have it put on the truck. We'll fly 
                         out of Cairo.

               Gobler snaps his heels, turns to go.

                                     SHLIEMANN
                         And Gobler -
                              (Gobler stops)
                         I want plenty of protection.

               Gobler nods and runs off. Shliemann heads back toward camp. 
               Belloq hesitates a long moment, studying the burning wreckage 
               with an odd, suspicious look. Finally, he turns and leaves, 
               passing a nearby stack of barrels. When he has passed, Sallah 
               appears from among the barrels. He searches the crowd for 
               his people and starts a broken field run along some tents to 
               avoid a group of Germans and is running flat-out when someone 
               sticks out a leg and sends him flipping. Sallah, dust all 
               over his face, looks angrily toward the concealed culprit. 
               At once, a flashing white grin splits his darkened face. 
               Indy and Marion, splotched with soot and oil, are hiding in 
               the flap of a tent. Sallah runs into their arms and the three 
               embrace warmly. When they break -

                                     SALLAH
                         Holy smoke, my friends! I am so 
                         pleased you are not dead.

                                     MARION
                         Us too.

                                     SALLAH
                              (suddenly remembering)
                         The Ark! They're taking it on a truck 
                         to Cairo.

                                     INDY
                         Where is it?

               Sallah gestures to follow and all three run off stealthily 
               through the mostly deserted camp.

               EXT. AMONG THE TENTS - DAY

               Sallah, Indy and Marion run into a hiding spot behind some 
               water barrels near the Command Tent. They peek out at this 
               activity -

               In the big space near the Command Tent is parked an open 
               German staff car; inside is a Blond Driver and an Armed Guard. 
               Directly behind it is a canvas-topped troop truck. At this 
               moment, Belloq and Shliemann are supervising the careful 
               placement of the crated Ark in the back of the truck. When 
               it is securely placed inside, we hear an ominous marching 
               sound and Nine Armed Nazis appear at a trot from between 
               some tents and climb into the back of the truck with the 
               Ark.

               Behind the water barrels, Sallah and Marion exchange hapless 
               looks, But Indy just concentrates on -

               The scene by the truck: Belloq and Shliemann are about to 
               climb into the front staff car when they pause to check out 
               the final component of the convoy. Rolling into place behind 
               the truck is another open staff car. But this one is special - 
               mounted in the back is a big, black machine gun, manned by a 
               Gunner. At the wheel of the car is Gobler and next to him 
               sits Belzig.

               Sallah and Marion look at Indy. Belloq and Shliemann climb 
               in the back seat of the front car and the caravan pulls out. 
               Indy watches it go, thinking hard.

                                     INDY
                         You two get back to Cairo quick and 
                         get us transportation to England - a 
                         plane, a ship, anything.

                                     MARION
                         What about you?

                                     INDY
                         I'm going to get that truck. I'll 
                         meet you at Omar's. Be ready for me.

               Sallah nods. Marion looks at him like he's nuts. Indy jumps 
               up, looks around desperately.

                                     MARION
                         How are you going to get that truck?

                                     INDY
                              (still searching)
                         I don't know. I'm making this up as 
                         I go.

               He runs away between two tents.

               EXT. AT THE EDGE OF THE DIGS - DAY

               From among the tents, Indy suddenly bursts into view, happily 
               astride a magnificent white Arabian stallion. He gallops off 
               across the desert.

               EXT. THE DESERT (VARIOUS SHOTS) - DAY

               Indy cuts cross-country avoiding the road the convoy has 
               taken. He leaps gullies, climbs dunes, slides down slopes. 
               Soon the convoy comes into view far below him. He tears along 
               a parallel ridge, like an Indian shadowing a wagon train.

               EXT. DESERT ROAD - DAY

               The convoy is entering rougher country. The narrow mountain 
               road we've seen earlier ascends ahead. To the side of the 
               road are tall boulders. Suddenly, Indy shoots out from between 
               two rocks and rides directly for the truck. The Armed Nazis 
               in the back of the truck can see nothing because the canvas 
               hides their view. But Gobler, Belzig and the Gunner in the 
               rear staff car have a brief line on him. Belzig points and 
               the Gunner fires away and Indy, the bullets kicking up sand 
               near Indy's horse.

               The Armed Guard in the cab of the truck leans out to see 
               what's happening. Indy has been riding alongside. Now he 
               stands on the horse and leaps to the cab. In a second, he 
               has flipped the Armed Guard out of the truck. He slides into 
               the cab and begins grappling with the Truck Driver. The Truck 
               Driver tries to hit the brakes, but Indy kicks his foot away 
               and floors the gas pedal. The truck doubles its speed and 
               shoots onto the steep mountain road.

               EXT. MOUNTAIN ROAD - DAY

               The Blond Driver of the front staff car sees the truck move 
               up on him in the rearview mirror and speeds up. Belloq, 
               Shliemann and the Armed Guard in the car twist around to 
               look at the struggle in the truck. The Blond Driver begins 
               what will be a continuing preview of the twists in the road. 
               He turns his wheel sharply and takes the lead car around a 
               bend.

               In the cab of the truck, Indy and the Truck Driver stop their 
               fight temporarily and cooperate in turning the steering wheel. 
               The truck barely stays on the road.

               A full view reveals the incredible geography of this ride. 
               The convoy in tiny against the spectacular mountainside, the 
               cliffs drop hundreds of feet.

               At the wheel of the rear car, Gobler swerves to stay on the 
               road and accidentally sideswipes a boulder. The Gunner perched 
               in the back is flipped head over heels out of the car. Gobler 
               and Belzig are having trouble seeing the road through all 
               the dust the convoy is kicking up.

               The lead staff car reaches the summit of the road and barely 
               makes the hairpin turn there, delivering a destructive blow 
               to the guard rail that has been placed there. The guard rail 
               is now bent.

               In the cab of the truck, Indy and the Truck Driver again 
               stop trying to choke each other long enough to negotiate the 
               turn together. The bumper of the truck hits the broken guard 
               rail and sends it flying off the cliff. The truck, however, 
               holds the road.

               In the rear car, Gobler and Belzig are trying to see through 
               the thick clouds of dust. Suddenly is clears completely. 
               Unfortunately for them, this happens because their car has 
               shot out into space at the hairpin turn. They are flying to 
               their final reward. Belzig, eyes wide behind his evil 
               spectacles, screams as he goes.

               In the cab of the truck, the Truck Driver is distracted by 
               the sight of the flying staff car. Indy plasters him and he 
               tumbles out.

               Far, far below, Belzig's staff car explodes on the rocks.

               In the back of the truck, a TOUGH SERGEANT takes command of 
               the situation. He picks out six Armed Nazis and motions for 
               them to start climbing around the outside of the truck to 
               the cab. With some trepidation the lucky ones begin that 
               maneuver. The truck is swerving like crazy.

               In the front staff car, the Armed Guard aims his submachine 
               guns back at Indy, alone now in the truck's cab. Shliemann 
               knocks the barrel roughly away.

                                     SHLIEMANN
                              (yelling)
                         If anything happens to that Ark, 
                         we're all dead men ! The Fuhrer will 
                         see to it!

               Indy sees this from the cab and reacts by speeding up, putting 
               even more pressure on the Blond Driver.

               Along the back of the truck, Armed Nazis are edging up toward 
               the cab, three on each side. They hang on as the truck rounds 
               a corner and goes into a straightaway that leads through a 
               short tunnel.

               In the cab, Indy has been concentrating on the lead staff 
               car. Now, just before entering the tunnel, he looks in the 
               side view mirror and sees the Nazis on his side. A quick 
               glance to the other mirror reveals the others. As the truck 
               sweeps into the tunnel, we see Indy just start to turn his 
               steering wheel - he is going to sideswipe the walls of the 
               tunnel

               At the other end of the tunnel, we hear the roar of the two 
               engine and two long, screeching, scraping sounds. The lead 
               staff car shoots out of the tunnel, then the truck, its sides 
               cleaned of Nazis.

               In the rear of the truck, the Tough Sergeant is looking with 
               distaste back at the tunnel. There remains only him and two 
               Armed Nazis with the Ark. He sends these two climbing up 
               over the top of the truck.

               In the lead car, the Blond Driver is being pressed hard by 
               Indy, who now edges up to bump them from the rear. Suddenly 
               the Armed Guard next to the Driver sees the two Armed Nazis 
               appear on the top of the truck. Without thinking, he starts 
               to point them out to Shliemann, then realizes his stupidity.

               In the cab, Indy has seen this and is at first mystified. He 
               checks his sideview mirrors. Then he figures it out and slams 
               on his brakes. The brakes lock, the wheels burn and the truck 
               skids to a dusty halt. The two Armed Nazis fly off the truck, 
               over the cab to the road in front. Indy immediately hits the 
               gas again. The two Armed Nazis, just aiming their weapons, 
               get wiped out.

               In the rear of the truck, the crated Ark is bouncing all 
               alone, no one in sight, because -

               The Tough Sergeant is on the top of the truck, making his 
               way steadily forward. This guy clearly knows what he's doing. 
               A submachine gun is slung across his back.

               The truck and the staff car race through a series of S-curves. 
               In the staff car, Belloq and Shliemann spot the Tough Sergeant 
               as he reaches the front of the truck's top and begins to 
               lower his submachine gun barrel toward the cab. Indy is 
               unaware. Belloq and Shliemann exchange looks. Then Shliemann 
               yells to the Armed Guard in the front seat.

               The Tough Sergeant has a line on Indy. He points his gun. 
               The Armed Guard blasts away at the truck. The Tough Sergeant 
               dies in a hail of bullets and flies off.

               Indy, who has ducked at the gunfire, is confused. But when 
               he sees the Armed Guard up front lower his gun, Indy again 
               floors it and begins bumping the staff car in earnest.

               The road is almost down to a level now. In the distance - 
               Cairo. The road takes a little dogleg just before reaching 
               level ground again. Just as the staff car is about to make 
               the turn, Indy smashes them from behind. The staff car flies 
               off the road and down a twenty foot embankment. Indy takes 
               the truck speeding down the road and off toward Cairo.

               In the staff car, the occupants are bruised but safe. 
               Shliemann points at the departing truck and yells at the 
               Blond Driver. The staff car fishtails out of its sandy resting 
               place and takes off after the truck.

               EXT. OUTSKIRTS OF CAIRO (VARIOUS SHOTS) - DAY

               Indy has an ever-decreasing lead on the staff car as the 
               race thunders into the narrow streets. People and animals 
               leap out of the way; carts and barrels go flying helter 
               skelter. Indy takes the truck down a street so narrow there 
               are only inches to spare on each side. Pedestrians jump into 
               doorways.

               EXT. OMAR'S SQUARE - DAY

               When the truck clears the narrow street, it is in a small 
               square. Omar's garage is gaping open on the opposite side. 
               Indy hits the brakes and the truck skids across the square 
               and into the garage. The garage door slams shut and tenting 
               drops from the building to hide the door. Various Arabs, 
               friends of Omar, rush out with fruit carts and baskets and 
               set up a mini-bazaar in seconds. Two Arab Boys sweep the 
               tracks of the truck into oblivion. They throw aside their 
               brooms just as the staff car appears from the narrow street. 
               Belloq and Shliemann look around desperately as the Blond 
               Driver steers the car through the square and out the other 
               side.

               EXT. CAIRO DOCKS - NIGHT

               The waterfront is dark and misty. An old tramp steamer, the 
               BANTU WIND, sits by the pier. Several fierce Black African 
               Pirates, the crewmembers, are taking on final stores.

               A small light illuminates the top of the gangplank. In its 
               circle, Indy and Marion exchange long, warm embraces with 
               Sallah. A short distance away the ship's Captain, a handsome, 
               powerful black named SIMON KATANGA, watches from the rail, 
               smoking a pipe.

                                                               DISSOLVE TO:

               EXT. OPEN SEA - THE MEDITERRANEAN - NIGHT

               The Bantu Wind is bathed in moonlight as it cuts across even 
               seas.

               INT. INDY'S CABIN - NIGHT

               Indy comes in, takes off his hat, jacket, whip and holster. 
               The door which connects this cabin to the next opens and 
               Marion appears. She is carrying a half-full glass of liquor, 
               but what you notice is the long, snow-white, high-necked 
               nightgown she is wearing. It is very prim. Very innocent. 
               And very sexy. Marion does a slightly embarrassed model's 
               turn for Indy.

                                     MARION
                         I have a feeling I'm not the first 
                         woman to travel with these pirates. 
                         There's a whole wardrobe in there.

                                     INDY
                         It's lovely.

               Indy sits on the cot, takes off his boots. He leans back 
               against the wall and rubs his eyes. Marion sits on the bed, 
               leans back against the wall with him and looks down at her 
               white nightgown. She chuckles.

                                     MARION
                         I feel like a virgin bride in this.

                                     INDY
                         That's what you look like.

                                     MARION
                              (takes a drink)
                         There are some things you can 
                         recapture in this life, but that 
                         isn't one of them.

                                     INDY
                         What would you like to recapture?

                                     MARION
                              (after a long pause)
                         Nothing. That is the way it is.

               He watches her closely as she drains her glass and puts it 
               down.

                                     INDY
                         Did I ever say I was sorry I burned 
                         down your tavern?

               She turns so their lips are very close.

                                     MARION
                         No. Then again, I burned up that 
                         plane.

                                     INDY
                         You saved my life.

                                     MARION
                         And you saved mine.

                                     INDY
                         Seems things have worked out kind of 
                         even.

                                     MARION
                         That's the way I like them.

                                     INDY
                         Maybe we should consider all past 
                         accounts closed.

               Marion thinks about this a long time.

                                     MARION
                         No. Not yet.

                                     INDY
                         What else?

               She looks into his eyes. A smile jumps from her lips to his. 
               He kisses her and they sink slowly to the cot.

               INT. IN THE HOLD

               The ship's rats are agitated. They tremble and chatter at 
               the edges of the compartment, darting about. Out in the center 
               of the hold, sitting all by itself, is the crated Ark. HUM-M-
               M-M.

               INT. INDY'S CABIN - DAY

               Marion awakes with a start, alone in the cot. Something's 
               wrong. The ship is quiet. Indy is strapping on his holster. 
               He pulls his ship and jacket from a hook.

                                     MARION
                         What is it?

                                     INDY
                         The engines have shut down.

                                     MARION
                         Why?

                                     INDY
                         I'm going to find out.

               EXT. LOWER DECK - DAY

               Indy runs toward the bow, then climbs some steps four at a 
               time. A MESSENGER PIRATE is hurrying to get him, but flies 
               by him on the steps. By the time the Pirate stops himself, 
               Indy is gone.

                                     MESSENGER PIRATE
                         Mister Jones! The Captain he say -

               EXT. THE BRIDGE - DAY

               Captain Katanga is looking with concern ahead of the ship. 
               Indy appears behind him.

                                     INDY
                         What's wrong?

                                     KATANGA
                         You have most important friends.

               Katanga turns quickly, pointing with a sweeping hand. Indy 
               looks. Arrayed in a rough semicircle around the ship are ten 
               German Wolf Submarines. All of their deck guns are manned 
               and trained on the Bantu Wind. Worse, at least five heavily-
               armed boarding parties in rafts are closing quickly on the 
               ship.

                                     INDY
                         Holy shit.

                                     KATANGA
                              (fast)
                         I sent my man for you. You and the 
                         girl must disappear. We have a place 
                         in the hold. Go, my friend!

               EXT. UPPER DECK - DAY

               Indy tears along the deck. He looks over the rail and sees 
               two Nazi rafts already next to the ship.

               EXT. LOWER DECK - DAY

               Indy flies down some stairs and starts to round a corner. 
               Suddenly he throws himself backwards, out of view. Three 
               uniformed Nazis are clustered near a cabin door holding the 
               Messenger Pirate. Now two more come out of the cabin trying 
               to maintain their grasp on a kicking, yelling Marion. She is 
               still wearing her white nightgown. More Nazis clamber onto 
               the deck and head toward Indy, slamming open doors, rousting 
               Pirates, spouting racial epithets. Indy steps backwards and 
               fades into the maze of the ship.

               EXT. / INT. THE BANTU WINDS (VARIOUS SHOTS) - DAY

               The ship is swarming with Nazis. The Black Pirates are herded 
               forward, subjected to rough physical and verbal abuse by the 
               Aryan Supermen. The Pirates are clearly under orders not to 
               resist, but not one of these strong men likes it. They'd 
               gladly give their lives to rip the throat out of a few Krauts. 
               In the hold, the door slams open and Nazis pour in; they 
               smile at the sight of the crated Ark.

               EXT. THE BRIDGE - DAY

               Captain Katanga watches as his crew is crowded into a circle 
               of Nazis on the wide deck below him. He is surrounded by 
               Belloq, Shliemann, and several Nazis, two of whom are holding 
               Marion. Now the Nazis from the hold appear on the lower deck 
               carrying the crated Ark by means of the long poles. Belloq's 
               eyes shine at the sight.

                                     SHLIEMANN
                         Take it aboard the Wurrfler!

                                     BELLOQ
                         And be very careful!

               The Ark is taken away.

                                     SHLIEMANN
                              (to a Sergeant below)
                         What about Jones?

                                     SERGEANT
                         Not a trace yet, sir!

                                     KATANGA
                         Jones is dead.

               Belloq and Shliemann regard him suspiciously.

                                     KATANGA
                         We killed him. He was of no use to 
                         us. The girl, however, has certain 
                         value where we are headed. She will 
                         bring a very good price. If that 
                         cargo you have taken was your goal, 
                         then go in peace with it. But leave 
                         us the girl. It will reduce our loss 
                         on this trip.

                                     SHLIEMANN
                         Savage. You are not in a position to 
                         ask for anything. We will take what 
                         we wish and then decide whether or 
                         not to blow your ship from the water.

               Belloq steps forward and puts a proprietary hand on Marion's 
               arm, fixing Shliemann with a steady look.

                                     BELLOQ
                         That girl goes with me. It will be 
                         part of my compensation. I'm sure 
                         the Fuhrer would approve.

               Shliemann considers.

                                     BELLOQ
                         If she fails to please me, you can 
                         do with her as you wish.

               This appeals to Shliemann's nature. He signals his agreement 
               with a gesture. Belloq ushers Marion away with her two 
               keepers.

                                                               DISSOLVE TO:

               EXT. "THE WURRFLER" - CONNING TOWER - DAY

               The Nazis have returned to their subs. Shliemann is on the 
               bridge with the WURRFLER'S CAPTAIN and the Captain's Aides. 
               The Captain is an honorable career Navy man.

                                     THE WURRFLER'S CAPTAIN
                         Colonel Shliemann, all torpedoes are 
                         loaded.

               Shliemann nods and continues to stare at the Bantu Wind, as 
               does the Captain. The Pirate crew is all lined across the 
               bow. Towering above the others, standing on the rail, proud 
               and defiant, is Katanga. Shliemann looks at the Wurrfler's 
               Captain a moment.

                                     SHLIEMANN
                         What do you think, Captain?

                                     THE WURRFLER'S CAPTAIN
                              (earnestly)
                         I think not, Colonel. Nothing is to 
                         be gained. We are not at war.

               Shliemann mulls this, then turns to the hatch.

                                     SHLIEMANN
                         ...yet. Let the vermin live. We must 
                         be on our way.

               Shliemann disappears down the hatch. The Captain is very 
               pleased. A Radioman speaks into his headset, then follows 
               the other Aides down the hatch. In the distance the other 
               subs begin to move away from the ship. The Captain, alone on 
               the bridge, looks once more at Katanga.

               On the Bantu Wind, Katanga executes what might be taken for 
               a salute.

               The Wurrfler's Captain smiles, salutes crisply, then goes 
               below, pulling the hatch closed. Immediately, the Wurrfler 
               begins to move. And as it does, we see the rail at the aft 
               of the main deck. From nowhere, a wet sleeve appears and a 
               hand grabs the rail!

               Indy pulls his dripping body onto the sub's main deck. He 
               has lost his felt hat once and for all. Other than that, his 
               outfit is the same as always, just wetter. Suddenly, water 
               is washing over his feet; the Wurrfler is beginning to 
               submerge. Indy runs through quickly deepening water toward 
               the haven of the conning tower. Halfway there, he slips and 
               goes down. Only by grabbing the base of the aftmast light 
               does he keep from being swept away. He struggles to his feet 
               and sloshes through knee-deep water to the base of the conning 
               tower.

               Indy climbs the ladder to the bridge of the conning tower 
               and looks down. The water is rising toward his fast. Indy 
               climbs the ladder to the top of the turret and braces himself 
               between the two uprights there - the 7 foot radio mast and 
               the 20 foot periscope. Still the ocean comes up to meet him. 
               Soon the top of the turret is under water and the radio mast 
               is disappearing. Indy shifts his grip to the periscope, 
               working his way up it and hanging on for dear life as the 
               ocean whips at his body. The periscope is quickly going under. 
               Indy hangs on to the top three feet, all that remains above.

               The forward movement of the sub continues, but, to Indy's 
               slowly dawning delight, the dive stops. No more of the 
               periscope goes under. Indy smiles; it's a pretty good smile, 
               too, given the circumstances. Indy pulls out his bullwhip 
               and begins tying himself to the periscope.

               EXT. THE PERISCOPE - AFTERNOON

               The sun warms that part of his body Indy has contrived to 
               keep out of the water. The rest floats out behind. Indy isn't 
               comfortable, but all in all, it's not as terrible as he might 
               have feared.

                                                               DISSOLVE TO:

               EXT. THE PERISCOPE - DUSK

               It's as terrible as Indy might have feared. He looks wasted. 
               Waterlogged and exhausted. The wet leather of the whip is 
               contracting and he must struggle constantly to keep it from 
               cutting into his skin.

                                                               DISSOLVE TO:

               EXT. THE OCEAN - NIGHT

               Several shark fins cut the surface, appearing and disappearing 
               in the bright moonlight. They are shadowing -

               EXT. THE PERISCOPE - NIGHT

               Indy looks through barely open eyes at the sharks running 
               alongside. There is nothing to be done. His eyes close.

                                                                  FADE OUT:

               FADE IN:

               EXT. THE PERISCOPE - NIGHT

               The submarine has stopped. The water is calm. The moon is 
               bright. A gentle swell splashes Indy awake. He blinks, tries 
               to regain his senses. He makes an inventory of his body. 
               Surprised to find himself intact, his spirits lift. Some 
               hidden reserve of energy flows through him. He frees his 
               aching arms from the wet leather of his whip, leaving only 
               one loop around his waist to hold him to the sub. He rubs 
               his hands and stretches. Once again, he has survived. To 
               fight again. He looks around.

               WHAT HE SEES

               A lovely island. No sign of man's presence. The sub has 
               stopped at the mouth of a wide cove completely ringed by 
               tall white rock cliffs. Suddenly the sub begins to move again. 
               It is headed directly toward the center of the cliffs. Indy 
               holds on, mystified, alert. When the cliffs are very close, 
               the sub begins to dive.

                                     INDY
                         Damn!

               He thinks hard. Inspiration hits just before the water. Indy 
               flips his leather jacket up over his head and holds the jacket 
               out in front of him. His head is hidden by the jacket as he 
               goes under water.

               INT. THE UNDERWATER TUNNEL - NIGHT

               The sub enters an underwater tunnel that penetrates into the 
               cliffs. Indy is held to the periscope by his crossed legs 
               and the whip. His impromptu air bubble is working, but it's 
               a struggle to maintain it.

               The sub begins to cut through think marine vegetation. Each 
               dangling growth pulls at Indy's body and slaps at his leather 
               bubble. Now a clump of entwined seaweed rips the leather out 
               of his hands and his bubble of air rises away. Indy hangs 
               on, holding his breath, but the vegetation gets denser. 
               Finally, it pulls him off the periscope. The sub moves on, 
               disappearing ahead.

               Indy rises desperately through the dark water, his hand 
               outstretched. Then, almost simultaneously, hand and head hit 
               solid rock. But no air. Indy feels along the ceiling of rock. 
               Nothing. It's all submerged.

               Indy dives, stroking deep into the tunnel. When he has 
               descended 15 feet, he grabs a vine and steadies himself. His 
               eyes search the dim roof of the tunnel. He sees his last 
               hope in the distance - a small blue circle, an air pocket. 
               He swims for it.

               In the air pocket, Indy's head breaks the surface and smashes 
               into rock again. The pocket is only six inches deep. No 
               matter. Indy loves it. He'd like to move in. He gulps air.

               INT. THE SUB BASE - DOCKING BAY

               The Wurrfler has arrived at an extraordinary base built in 
               the hollow interior of the island. This chamber, with the 
               docking bay, is almost all water. A huge natural cavern, it 
               has been reinforced and enlarged by the Germans.

               The Wurrfler sits surfaced at the dock. The Ark has been 
               unloaded and placed on a cart. Shliemann, Belloq and Marion 
               have just disembarked and been met by a Nazi contingent from 
               the base. Marion looks worse for the trip. Her white nightgown 
               is now ripped and smudged.

               One of the greeting Nazis, a TALL CAPTAIN, salutes Shliemann 
               and Belloq. As he speaks to them, we notice that right behind 
               this group, just above a great deal of sub unloading activity, 
               Indy's whip hangs from the periscope. Working Nazis pass 
               within feet of it unaware; the Tall Captain would see it in 
               a moment if he were not so focused on the new arrivals.

                                     TALL CAPTAIN
                              (to Belloq)
                         The tents have been arranged in 
                         accordance with your radioed 
                         instructions, sir.

                                     BELLOQ
                         Good. We must take the Ark there 
                         now.

               Shliemann looks a little unhappy about this exchange, but 
               says nothing. The group moves swiftly toward the end of a 
               mine train arrangement. The train, consisting of small, 
               separate, electric-powered cars, sits on a track which 
               disappears into a tunnel cut in the rock.

               On the turret of the Wurrfler, the Wurrfler's Captain lights 
               a cigarette as he watches the mine train disappear, then 
               returns his attention to the activity on the dock. He leans 
               idly against the periscope, his head two feet below Indy's 
               dangling whip. Something catches his eye, he yells an order 
               and climbs down from the turret to deal with the matter. We 
               hold on the whip for a long moment, until its owner's hand 
               appears and quickly reclaims it.

               INT. TRAIN TUNNEL

               The Ark and its entourage are moving slowly up the tight 
               dark tunnel, their way lit by intermittent lanterns. The 
               tunnel is irregular, but generally about 7 feet wide. It's 
               height varies from an average of about 7 feet to a low of 
               only about 4.5 feet at the points (every 40 feet) where 
               support beams cross the track. The result is that there is 
               only about a foot of clearance above the mine cars at those 
               points; passengers must duck to keep from being hit in the 
               head. Shliemann, looking worried, and Belloq, very excited, 
               are focused on the Ark in the car ahead.

                                     SHLIEMANN
                         I am uncomfortable with the thought 
                         of this -
                              (spitting it out)
                         Jewish ritual. Are you sure it's 
                         necessary?

                                     BELLOQ
                              (playing him)
                         Let me ask you this - Would you be 
                         more comfortable opening the Ark in 
                         Berlin - for the Fuhrer - and finding 
                         out only then if the sacred pieces 
                         of the Covenant are inside? Knowing, 
                         only then, whether you have 
                         accomplished your mission and obtained 
                         the one, true Ark?

               Shliemann doesn't like any of his alternatives. He looks at 
               Belloq with some suspicion as the train comes into bright 
               light.

               INT. COMMAND CENTER

               A second natural cavern, even bigger than the first, has 
               been worked over by the Germans into a rectangular, three-
               story high supply center around a huge, open, center court. 
               Uniformed Nazi Soldiers are everywhere, wrangling supplies 
               and ammunition, monitoring electronic equipment. At the far 
               end of the court, a second train tunnel disappears into the 
               rock.

               Across the open court, Belloq sees his destination: a large, 
               brilliant white silk tent has been erected in the midst of 
               all this hardware. It looks incongruous, and more than a 
               little eerie. It is the Tabernacle.

               INT. TRAIN TUNNEL

               Indy is making his way up the tunnel. He hears cars coming 
               from up ahead and steps into the shadows. A mine car passes 
               with several laughing Nazis. Indy continues on his way.

               INT. THE TABERNACLE

               The light in here is lovely, unearthly. Oil lamps burn. The 
               Tabernacle is really several concentric, silk tents, which 
               creates a flowing maze effect. The innermost tent has at its 
               center a 3-foot high, tapestry-covered altar. Belloq watches 
               with gleaming, obsessed eyes as two Nazis carefully lift the 
               actual Ark out of its crate by means of the long poles. The 
               Ark dazzles the eye, seeming to glow gold in this strange 
               light. The two Nazis place it carefully on the altar. 
               Shliemann and some Aides hang back. Marion is nowhere to be 
               seen.

               INT. COMMAND CENTER - END OF TUNNEL

               Indy makes a fast break from the shadows of the tunnel to 
               the protection of a high stack of supplies. He climbs the 
               back of the stack, peeks over and surveys the area.

               WHAT HE SEES

               In addition to the Tabernacle, the second train tunnel 
               entrance, and all the activity, Indy's glance rests 
               momentarily on a large, heavy metal door halfway down one 
               wall toward the Tabernacle. It bears the words, in German: 
               "DANGER - MUNITIONS"

               Indy continues to scan the scene.

               INT. THE TABERNACLE

               In the central area with the Ark, Shliemann and the other 
               Nazis wait impatiently, eyeing the Ark with some discomfort. 
               Belloq is not visible, because at the moment he is -

               In the folds of the Tabernacle, the silk of the tents 
               undulating around him. The light is even stranger, the scene 
               almost dreamlike. With the help of the Tall Captain, Belloq 
               lets an extraordinary, gold-embroidered, ceremonial robe 
               fall over his head and onto his body. Belloq looks 
               transported, possessed. The Tall Captain unlatches a wooden 
               case and takes from it a sturdy ivory rod about 5 feet long, 
               elaborately engraved. Belloq takes it from him, turns and 
               slips back through the silk. The Tall Captain stays in the 
               folds.

               Back in the central area, Shliemann and the other Nazis are 
               taken aback by Belloq's appearance in the robe. They exchange 
               looks. From one knot of men there is muttering about "Juden" 
               and such, but when Belloq turns a fiery gaze on them there 
               is immediate silence. Shliemann looks uncertain in this 
               presence.

               Belloq approaches the Ark. He stops a few feet from it and 
               begins murmuring an invocation in Hebrew. After a few moments 
               of this he advances a step and is about to place the ivory 
               rod in a notch under the lid of the Ark itself. The end of 
               the rod is an inch from the notch when -

               Indy steps into the Tabernacle. On his shoulder is a bazooka 
               and it is aimed directly at the Ark.

                                     INDY
                         Hold it.
                              (the Nazi react)
                         One move from anybody and I blow 
                         that box back to Moses.

               Shliemann makes it clear to the other Nazis that Indy is to 
               be obeyed.

                                     BELLOQ
                         Jones, your persistence surprises 
                         even me. You are going to give 
                         mercenaries a bad name.

                                     INDY
                         What about you? Talked to God yet?
                              (Belloq's eyes flash)
                         Where's the girl?

                                     SHLIEMANN
                         Doctor Jones, surely you don't think 
                         you can escape from this base.

                                     INDY
                         That depends on how reasonable we're 
                         all willing to be. All I want is the 
                         girl. We'll keep possession of the 
                         Ark only till we've got safe transport 
                         to England. Then it's all yours.

                                     SHLIEMANN
                         If we refuse?

                                     INDY
                         Then the Ark and some of us are going 
                         up in a big bang. I don't think Hitler 
                         would like that a bit. Now I don't 
                         want to talk about this anymore. 
                         Show me that girl in five seconds or -

               The Tall Captain flies out of the silk and takes Indy down 
               by the neck. The bazooka clatters across the cement floor as 
               two other Nazis help subdue Indy. The three Nazis take Indy's 
               pistol from his holster and raise him roughly in their grasp.

                                     SHLIEMANN
                         Jones, this is the second time I 
                         have seen you looking very foolish.

                                     INDY
                         It's a bad habit. I'm trying to break 
                         it.

               Shliemann draws his Luger.

                                     SHLIEMANN
                         I'll help you. This time I'll kill 
                         you myself.

               Shliemann raises the pistol.

                                     BELLOQ
                         No! Not in the presence of the Ark! 
                         Take him outside.

               Shliemann eyes Belloq, then the Ark. He lowers the pistol, 
               motions for the Nazis to take Indy out ahead of him. They 
               stop a moment only when Belloq speaks.

                                     BELLOQ
                         Indiana Jones, I salute you. I am 
                         even a little sorry you will miss 
                         this moment.

                                     INDY
                         Thanks. If you talk to Him, tell Him 
                         I'm on my way up.

               Shliemann motions them out and follows. Belloq turns back to 
               the Ark, raising the ivory rod.

               INT. COMMAND CENTER

               Shliemann, the Tall Captain, Indy and the two Nazis holding 
               him emerge from the Tabernacle. Shliemann points to a nearby 
               wall and the group starts that way with Shliemann and the 
               Tall Captain slightly ahead.

               INT. THE TABERNACLE

               Belloq has the ivory rod inserted in the notch under the lid 
               of the Ark. He utters a short phrase in Hebrew and begins to 
               press down on his end of the rod. The lid of the Ark begins 
               to lift. It's difficult work. Belloq puts his whole weight 
               into one big press on his end and the lid opens two feet.

               Inside the Ark of the Covenant is a preview of the end of 
               the world. A light so bright, a power so fearsome, a charge 
               so jolting, that there is nothing in our world to compare to 
               it. It's as though this magnificent golden box has been 
               gathering electric energy for three thousand years, waiting 
               for just this crack of the lid to release it all in one fast, 
               cleansing explosion of pure force.

               Blinding arcs of light shoot out across the Tabernacle 
               instantly killing all the Nazis inside and turning the white 
               silk to flame. But it is Belloq in his obsession who takes 
               the full blast. His whole body seems lit by a million volt 
               current and, for a moment, his complete form is white, then 
               blue, then maybe green, but it is hard to tell because our 
               eyes are blinded now too. Two aspects of this ghastly, 
               beautiful display are somehow communicated in the chaos, 
               although the communication is subliminal. First, that Belloq, 
               in the instant of his destruction, has experienced some kind 
               of sublime, transcendental knowledge. If a death's-head can 
               smile and look satisfied, that is how Belloq's incandescent 
               face would be described. Secondly, this event is accompanied 
               by a sound like no other. A sound so intense and so odd and 
               so haunting that the suggestible among us might imagine it 
               were the whisper of God.

               INT. COMMAND CENTER

               Chaos. Shliemann and the Tall Captain have been temporarily 
               blinded by the light from the Tabernacle. Indy makes short 
               work of his two escorts. He bashes their heads together. 
               When only one goes down at this, Indy uses the handle of his 
               bullwhip, which has appeared instantly in his hand, to put 
               the second one down.

               Shliemann, hand on his eyes, aims his Luger blindly at the 
               scuffle. Indy pushes the Tall Captain at Shliemann, who fires 
               on impact, killing the Tall Captain. Indy knocks out 
               Shliemann.

               Behind Indy, the brilliant light and weird noise of the Ark 
               have suddenly ceased, but the Tabernacle is ablaze and the 
               fire has quickly spread to stacks of supplies on either side. 
               Smoke is already starting to fill the cavern. Nazis are 
               running around, yelling for firefighting water. A burning 
               crate at the side of the Tabernacle is pushed over, only to 
               knock over a drum of heavy black oil. A river of flame shoots 
               across the cement.

               Indy grabs a rifle with bayonet from the prostrate body of 
               one of his former escorts and runs back into the flaming 
               Tabernacle.

               INT. THE TABERNACLE

               Indy jumps through the flames into what is now a tent of 
               fire. He looks around at the dead bodies, then at the Ark. 
               The lid has slammed down shut again and the Ark shines gold 
               in the flames. Before it, where Belloq once stood, is a pile 
               of ash and charred debris. Indy registers this, then continues 
               to scan the scene.

                                     INDY
                         Marion! Marion, can you hear me?

               Suddenly, Indy looks as -

               The far side of the Tabernacle burns completely away, 
               revealing Marion, tied spread-eagle between two upright posts. 
               Her nightgown is now in tatters, black with soot. She is 
               gagged, but her eyes are screaming, focused on the flaming 
               river of black oil which is about to engulf her feet.

               Indy rushes toward her, unaware of a uniformed Nazi who has 
               appeared from the flames. Marion looks up to see Indy and 
               the Nazi leveling his submachine gun at Indy. She motions 
               desperately with her eyes. Indy dives and rolls through the 
               flames just as the Nazi opens fire. From the floor, Indy 
               blasts the Nazi.

               The river of burning oil is only a foot from Marion.

               Indy jumps up and runs toward the bound Marion, his bayonet 
               aimed directly at her. Her wide eyes flash between the flames 
               and the shining blade. Expertly, Indy slashes down both sides 
               at Marion, cutting all four bindings. Marion falls backwards, 
               away from the flames, but before she hits the ground, Indy 
               is there, catching her in his arms.

               They embrace. They kiss. They break.

                                     INDY
                         Hi.

                                     MARION
                         Oh, Indy! Thank god you're here.

                                     INDY
                         Glad I could make it.

               Indy rises, pulling her up with him. The Tabernacle is burning 
               away so fast that soon Indy and Marion will be completely 
               exposed. Indy rushes over and grabs the submachine gun and a 
               Luger from the dead Nazi.

                                     INDY
                         Let's get out of here.

                                     MARION
                         What about the Ark?

               Indy stops, startled by her spunky attitude. He's considering 
               their changes.

                                     INDY
                         Are you game?

                                     MARION
                         Hell yes! We've made it this far.

                                     INDY
                              (grins at her)
                         Okay. Let's do it.

               They approach the altar through the dying flames, Indy 
               slinging the submachine gun over his back. The long carrying 
               poles are still in place.

                                     INDY
                         Whatever you do, don't touch it. 
                         Let's put it on the floor.

               Marion nods. Each taking an end with the poles, they lift 
               the Ark from the altar and lower it to the floor. Marion 
               grunts under the weight. Indy registers this, hands her the 
               submachine gun. He pulls out his whip, motions her back, and 
               sweeps the whip tightly around the body of the Ark. The whip 
               wraps snugly around the plaiting and Indy ties it off. The 
               Ark is now harnessed to the whip handle. Indy gives it an 
               experimental pull and the Ark slides across the smooth cement. 
               Indy indicates the direction of the second train tunnel.

                                     INDY
                         We'll go down that side. Shoot anyone 
                         who looks at us crosseyed.

               INT. COMMAND CENTER

               Two huge stacks of goods are ablaze and the Nazis are having 
               trouble getting water to them. The Nazis main concern at 
               this point is an enormous, neat stack of wooden cartridge 
               boxes which are piled down the wall from one of the already 
               blazing, and now teetering, stacks of general goods. Nervous 
               Nazis are moving the heavy cartridge boxes as fast as they 
               can, but it's slow work and the threatening fire is close.

               Indy and Marion make their way along the side of the center 
               court, Indy grimacing with the strain of pulling the Ark. 
               One Nazi stops directly in front of them, looking at them 
               queerly. Indy knocks him out with the butt of his Luger just 
               as Marion is about to fire.

               Out in the court, Shliemann has regained his eyesight. Now 
               he crouches, scanning the scene desperately for Indy. He 
               looks into the remains of the Tabernacle and spots the empty 
               altar. Beyond it, the unoccupied posts where Marion was bound.

               At the entrance to the second train tunnel, Indy and Marion 
               struggle to lift the Ark into a mine car. Marion has the 
               submachine gun slung over her back. The Ark drops heavily 
               into the bottom of the car. The noise attracts the attention 
               of five water-carrying Nazis. They see what's going on and 
               reach for their side-arms. Indy grabs Marion, pulls her in 
               front of him - as though to use her as a shield - and flips 
               the submachine gun, still on her back, toward the Nazis.

               He opens fire, turning Marion's body so he can mow all five 
               down.

               Shliemann spins around and looks at the tunnel entrance. He 
               points at Indy and Marion, who have just hopped into the 
               mine car with the Ark.

                                     SHLIEMANN
                         Stop them! Kill them!

               A dozen Nazis spin and look at the mine car. Marion is just 
               leveling the submachine gun. Indy pushes forward the throttle 
               and the mine car moves toward the tunnel, picking up speed. 
               As the Nazis raise their guns to fire, Marion and Indy both 
               open up, peppering the area with lead. As the mine car is 
               about to disappear into the tunnel -

                                     INDY
                              (to Marion)
                         Get down!

               As the car disappears, bullets pock the entrance of the 
               tunnel. Shliemann runs up with three Nazis. They jump into 
               the next mine car and take off, disappearing into the tunnel.

               Over at the burning stack of goods, some terrified fire-
               fighters scurry away as the burning pile of general goods 
               falls over onto the stack of cartridge boxes. The wooden 
               boxes immediately start burning. Many of the Nazis just want 
               to get out of there, but a couple of disciplined OFFICERS 
               are trying to salvage the situation. They point to the far 
               side of the court, the walls are lines with oil and gas drums.

                                     OFFICER
                         We must cover the drums! Protect 
                         them from the bullets!

               INTERCUTTING INDY AND MARION WITH SHLIEMANN AND THE NAZIS

               We see a most extraordinary pursuit. This tunnel is of 
               identical design to the first, except more twisty. This early 
               section goes slightly uphill, as though headed for the summit 
               of a rollercoaster. The low cross beams and the higher 
               sections in between are causing the Nazis to alternately 
               stand and duck in their efforts to get a clear shot at the 
               lead car. One German times it wrong and gets whacked. Indy 
               in unhappy with the speed of his car and he's right, the 
               Nazis are moving faster and gaining. When both cars are in 
               the same high section, the Nazis blast away at them. The 
               noise is deafening, with barking guns, splintering rock, and 
               twanging ricochets contributing to the din. As Marion fires 
               a return volley low over the Ark, Indy kicks at the throttle, 
               convinced it is jammed.

               INT. COMMAND CENTER

               The Officers are directing the placement of every moveable 
               item in front of the oil drums. Desks, crates, chairs, food, 
               all are heaped in front of the fuel. All the workers cast 
               frequent nervous glances back at the burning cartridge boxes 
               across the court. Suddenly the worst begins to happen at the 
               cartridge boxes. Hundreds of thousands of live cartridges 
               begin exploding, flying around the court like shrapnel. Hot 
               lead begins to zing off the exposed fuel drums, leaving big 
               dents.

               INT. TRAIN TUNNEL - LONG STRAIGHTAWAY

               The car with Indy and Marion looks almost sluggish compared 
               to the pursuing Nazi car as they both make their way into an 
               usually long straightaway. Marion discards her empty 
               submachine gun as Indy kicks at his throttle and casts a 
               worried look back at Shliemann.

               Shliemann, sensing victory, smiles evilly and carefully takes 
               aim. Indy and Marion will be easy targets until they reach 
               that approaching low cross beam, which is the crest of the 
               rising tunnel.

               INT. COMMAND CENTER - CLOSE ON FUEL DRUM

               A fuel drum, already pocked by bullets is finally penetrated 
               by high velocity hot lead. It explodes in a ball of flame. 
               And then its neighbor. Then all is exploding flame.

               INT. TRAIN TUNNEL - LONG STRAIGHTAWAY

               Shliemann and his cohorts hear the explosions behind them 
               and look back that way.

               Indy kicks the throttle one more time and it goes! Their car 
               doubles its speed and shoots under the low cross beam at the 
               same instant as -

               A huge dragon of all-consuming fire shoots up the tunnel 
               behind the Nazis, catches their car and incinerates Shliemann 
               and his men. The tunnel collapses in this section, burying 
               the fried Nazis forever.

               INT. TRAIN TUNNEL

               Indy and Marion look back at the low cross beam as the last 
               tongue of flame makes it there and then is doused by falling 
               rock and dirt. They look at each other, then turn their 
               attention back to their own predicament. Their mine car is 
               going incredible fast as it moves into a downward section of 
               wildly twisting tunnel.

                                     MARION
                         Slow it down!

               Indy is already pulling the throttle. It moves easily. 
               Unfortunately, it is no longer attached to the motor. The 
               mine car is out of control. After several moments, far ahead, 
               appears a circle of bright daylight - the end of the tunnel! 
               It approaches at a frightening rate. Indy reaches out and 
               grasps Marion's hand. They exchange looks and then turn to 
               look ahead.

               THEIR POV

               We're taking this last stretch with them. It's a familiar 
               nightmare. It has to do with a rollercoaster that ends 
               suddenly and disastrously. The shocking brightness of sunlight 
               rushes up to engulf us, blinding us in its glare.

               EXT. THE ISLAND - END OF TRACKS, DOCK

               High up on the slope of the island, Indy and Marion's mine 
               car shoots out of the black tunnel and roars down toward a 
               little dock at the end of the tracks.

               A small Nazi transport launch, carefully disguised as a Greek 
               fishing boat, sits bobbing by the dock. The only human: a 
               Nazi Sentry dressed as a Greek peasant. He is perched on a 
               pile of seed bags which are stacked at the very end of the 
               train tracks. As the mine car barrels noisily down toward 
               him, he throws away some burlap to reveal a mounted machine 
               gun which he spins quickly around toward the approaching 
               mine car. He opens fire.

               In the out-of-control mine car, Indy pulls Marion down with 
               him. They are squashed into the corner trying to avoid contact 
               with the bouncing Ark. Bullets clang against the outside of 
               the car and whiz inches overhead. Indy and Marion are forced 
               into a tighter and tighter embrace of life.

               At the machine gun post, the Nazi Sentry has been firing 
               like crazy, but now there is terror in his eyes. He realizes 
               the car is not going to stop. He lacks faith in his 
               stronghold. Too late.

               The mine car smashes into the seed bag bunker. And right on 
               through. The Nazi Sentry, his machine gun and a dozen bursting 
               seed bags are slammed into the ocean in a wild, hurtling 
               mass. The mine car jumps, bounces and spins around, then 
               slides to a stop in a cloud of seed at the edge of the water.

               INT. COMMAND CENTER

               Fire. Everywhere. No sign of life. A large gaping doorway, 
               flames ringing it, blazing into the room beyond. Hanging by 
               one hinge there, its metal blasted and jagged, is a heavy 
               door with the signed lettering, in German, "DANGER - 
               MUNITIONS".

               The first explosion happens. It's a baby compared to what's 
               coming yet it rocks the earth. It's terrible. And then, almost 
               immediately, another. The long, irregular, ever larger chain 
               of explosions begins.

               EXT. THE ISLAND - VARIOUS SHOTS - DAY

               The island rumbles and shakes. From fissures and small natural 
               caves, dirt and rock shoot out like spraying water. Still 
               the explosion continue. A huge chunk of white cliff falls 
               away into the turbulent sea. Birds scream and soar, afraid 
               to land.

               Finally, we settle on a full shot of the island. We can 
               recognize that the small opening high on the slope from which 
               a cloud of smoke and dust is billowing is the end of the 
               mine tunnel. And there below it, quite small from this 
               distance is the dock. And the boat that looks like a Greek 
               fishing boat. There can be no mistake even from this far 
               away - the boat is chugging out to sea.

               INT. THE PENTAGON - DAY

               Indy, Brody, and Marion, looking very stylish, are seated in 
               Colonel Musgrove's huge office. Sun pours in a window, through 
               which Washington can be seen sparkling across the Potomac. 
               Everything is neat and clean and regular. Including the three 
               men who are arrayed around the office. Two we know - Col. 
               Musgrove and Maj. Eaton. The third is an unnamed Bureaucrat. 
               He hangs back, smiling and genial, his features obscured by 
               the glare of the window. He doesn't say anything, yet you 
               have a sense that the others defer to him in the matter at 
               hand. He is the essence of all that is Byzantine and 
               inscrutable in our scrubbed government machine.

               Indy and Brody are dissatisfied with the way the meeting has 
               gone. Marion, on the other hand, is very happy and eager to 
               get out of there. Eaton's manner is irritatingly cheery.

                                     MUSGROVE
                         You've done your country a great 
                         service.

                                     EATON
                         And we trust you found the settlement 
                         satisfactory?

                                     MARION
                         Quite.

                                     EATON
                         Good, good.
                              (glances around at 
                              the others)
                         Then I guess that about does it.

                                     BRODY
                         When can we have the Ark?

               Eaton's glance flicks over to the mysterious Bureaucrat, 
               then back to Brody.

                                     EATON
                         I thought we answered that. It's 
                         someplace very safe -

                                     INDY
                              (heated)
                         That's a powerful force. Research 
                         should be done -

                                     EATON
                         Oh, it will be, Dr. Jones, I assure 
                         you. We have top men working on it 
                         right now.

                                     INDY
                         Who?

                                     EATON
                         Top men.

               Indy exchanges a look with Brody.

                                     INDY
                         We may be able to help.

                                     EATON
                         We appreciate that. And we won't 
                         hesitate to call on you.

                                     MUSGROVE
                              (dismissing them)
                         Thank you all. Thank you again.

               Indy looks them over coldly. He gets up, sullen.

               EXT. PENTAGON STEPS - DAY

               Indy, Brody and Marion emerge from the building. Brody bids 
               them farewell and moves off in another direction. Marion 
               clings to Indy's arm in an energetic, very feminine way, 
               scolding him.

                                     MARION
                         Well they aren't going to tell you, 
                         so why don't you just forget it. I'd 
                         think you'd had enough of that damn 
                         Ark. Just put your mind on something 
                         else.

               Indy stops, looking across the river, his mind occupied.

                                     INDY
                         Yeah, like what?

               Marion makes a face, then puts her arms around his neck and 
               plants a humdinger of a kiss on his mouth. It goes on a while. 
               Finally they break.

                                     INDY
                         It's not the Ark... but it'll have 
                         to do.

               They move down the steps, smiling.

               INT. GOVERNMENT WAREHOUSE

               The Ark of the Covenant sits in a wooden crate. A wooden lid 
               comes down and hides it from view. The lid is solidly nailed 
               to the crate as we read the stenciled message on top -

                                        TOP SECRET
                                   ARMY INTEL. #9906753
                                       DO NOT OPEN!

               The hammering is completed and hands shift the heavy crate 
               onto a dolly.

               THE END CREDITS ROLL AS WE SEE -

               A Little Old Government Warehouseman begins pushing the crated 
               Ark down as aisle. Soon we see that the aisle is formed by 
               huge stacks or crates. They come in many shapes and sizes, 
               but when it comes right down to it, they all look like the 
               one that holds the Ark. All have markings like the message 
               we've just seen. Pretty soon we're far enough and high enough 
               away from the Little Old Government Warehouseman to see that 
               this is one of the biggest rooms in the world. And it is 
               full. Crates and crates. All looking alike. All gathering 
               dust.

               And then we notice that the Little Old Government 
               Warehouseman, pushing his new crate ahead of him, has turned 
               into another aisle and disappeared from view.

                                                                  FADE OUT:

                                         THE END

Indiana Jones and the Raiders of the Lost Ark



Writers :   George Lucas  Philip Kaufman  Lawrence Kasda
Genres :   Action  Adventure


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