"Greywolf of Xanthus"
                     CONAN THE ADVENTURER
                     (script:  03/12/92)
                              by
                      KATHERINE LAWRENCE

TEASER

FADE IN:

EXT. MOUNTAIN TRAIL - DAY

OPEN ON AERIAL DOWNSHOT on a narrow mountain trail with the
mountain stretching up above the trail, and sloping down
below, ending in a vertical drop about 100 feet below the
trail.  On the trail are CONAN on THUNDER, ZULA and JEZMINE
(on ordinary horses).  The trio are dressed for cold weather,
with furs over their garments (reference Ice Age Conan).

CONAN

looks up as LIGHTNING from a hovering thunderstorm hits a
nearby peak.  Thunder stays calm, but we HEAR Jezmine and
Zula's horses WHINNY in fear.  Conan turns to look.

CONAN'S P.O.V. - ZULA AND JEZMINE

Jezmine's horse rears, then bucks like a rodeo bronc in fear
of the storm.  Jezmine stays perfectly balanced on top of the
horse no matter what it does, thanks to her circus training.
Zula controls his terrified horse by sheer strength, pulling
on the reins, forcing the horse's chin into its chest, to keep
it under control.

CONAN

rapidly dismounts, and hurries back to help Jezmine, leaving
Thunder behind him on the trail.  Jezmine does a flip dismount
just as Conan reaches her.  Conan grabs the reins.

                         JEZMINE
          At this rate, we'll never find Xanthus!

Another LIGHTNING STRIKE overhead and the horse rips the reins
from Conan's hands and takes off back the way they've come,
followed by Zula's horse.

                         JEZMINE (CON'T)
          Let's get smarter horses next time.

ZULA

kneels on the trail and forms the Sign of Jhebbel Sag.

                         ZULA
          I may be able to persuade them to
          return.
          
WHITE FLASH of nearby lightning.

CONAN

looks up.

CONAN'S P.O.V.

At the top of the mountain, a landslide begins, at first very
slowly, then gathering speed, heading straight for camera,
getting larger with every foot it falls.

CONAN

over the growing ROAR of the landslide

                         CONAN
                   (yells)
          Jezmine!  Zula!  RUN!

Zula and Jezmine look up.

WIDE SHOT

Conan runs towards camera and the waiting Thunder (well out of
range of the avalanche), while Zula and Jezmine sprint back
down the trail, following their horses.

They're too late.

The landslide HURTLES down upon the trail with the ROAR of an
approaching freight train.  It catches up with the trio, rips
their feet out from under them, and tosses them around like
toys.  They disappear from sight beneath the loose rock and
scree as the cloud of dust rises, obscuring our view.

                                             FADE OUT

MAIN TITLES HERE
ACT 1

FADE IN:

EXT. MOUNTAINSIDE - DAY

The landslide has stopped, for now, and quiet returns.
Thunder is at the edge of the landslide, on the trail,
prancing nervously, looking for Conan.

PAN DOWN LANDSLIDE.

CONAN

lies at the edge of the landslide, several feet below the
trail, only partially buried, from the waist down.  He strains
massive muscles, and pulls himself free, causing a small
landslide himself.  With a rapid scramble, moving faster than
the rocks can shift, he climbs the slide and regains the
trail, and safety.

                         CONAN
          Crom!

Thunder pushes at Conan with his nose, demanding attention.
Conan pats Thunder as he scans where the trail was, but sees
no sign of his friends.

                         CONAN (CON'T)
          You stay here.  I don't want to lose you
          too.

Conan leaves Thunder and goes to the edge of the landslide.

                         CONAN (CON'T)
          Jezmine!  Zula!

Frantically, he begins tossing rocks (some of them enormous)
down the mountain, clearing the trail, trying to get to where
he last saw his friends.

                         JEZMINE (O.S.)
                   (scream)
          Stop!

Conan looks towards the voice, down the landslide.

CONAN'S P.O.V.

PAN DOWN LANDSLIDE nearly a hundred feet.  Jezmine is
partially buried in the loose scree.  She's hanging onto Zula,
who even at this distance looks unconscious.  (There's a
vertical drop-off twenty feet further down the mountain.)

                         JEZMINE (CON'T)
          Conan, the slide is too unstable!
          You've got to find Xanthus and bring
          back help!  Magical help!

As we watch, Jezmine and Zula slip closer to the drop-off.

CLOSE CONAN

                         CONAN
          I'll be back!  Hang on!

CONAN

mounts and takes off up the trail.

JEZMINE

looks at the unconscious Zula and tightens her grip on his
wrist.

                         JEZMINE
          You'll be fine, Zula.  Conan will bring
          help.

                                             DISSOLVE TO:

EXT. MOUNTAIN PEAK - DAY

Much higher in the mountains, but along the same trail, is
GREYWOLF, an air wizard, guarding the road into Xanthus.  Far
below, he sees Conan and Thunder approaching.  Greywolf draws
an arc in the air with his staff (the arc GLOWS, like drawing
after dark with a sparkler), then draws a second just like it.

                         GREYWOLF
          Nullo modo, noli intrare.

With his staff, he pushes the glowing arcs down toward the
lower trail, and Conan.

CONAN

comes around a sharp bend in the trail.  WIDEN to reveal three
arcing bridges over what seems to be a bottomless chasm.  The
bridges are extremely narrow, barely two feet wide.  Beyond
the bridges, through a gap between two peaks, he SEES two
minaret-style towers of Xanthus.

Greywolf stands on the other side of the chasm.

                         GREYWOLF
          Strangers are not welcome here!

CONAN

dismounts and approaches the start of the bridges.

                         CONAN
          I am Conan, of Cimmeria.  I seek the
          City of Xanthus, and help for ....

GREYWOLF

                         GREYWOLF
                   (interrupts Conan)
          Xanthus?  You must first be found worthy
          of that honor.  Two of these bridges
          lead to doom.  Only one will bring you
          to Xanthus.

Greywolf turns and heads back up the trail, then pauses.

                         GREYWOLF (CON'T)
          Truth is a beacon of light when the
          shadows of despair fill the soul.

Greywolf disappears up the trail.

CONAN

                         CONAN
                   (snarls)
          Wizards!

Conan tests the start of each bridge, taking one step out, and
slowly transferring his weight to that foot.  All three
bridges seem solid.

                         CONAN
          Needle!  I need your help.

NEEDLE

flies out of Conan's shield and fluffs his wings.

                         NEEDLE
          Always with Conan it's I need.  Never
          what Needle need.

CONAN

points at the bridges.

                         CONAN
          A wizard said two of those bridges are
          illusions.  Which ones?

NEEDLE

flies over, around and between each of the bridges, doing
aerobatics.

CONAN, NEEDLE

Needle returns to hover in front of Conan.

                         NEEDLE
          Strong magic.  Needle only little
          phoenix.  Not tell difference.

                         CONAN
          I said I'd get help, and by Crom I will!

Needle returns to Conan's shield as Conan paces from bridge to
bridge, trying to figure it out, Thunder following him.

                         CONAN (CON'T)
                   (quotes Greywolf)
          Truth is a beacon of light when the
          shadows of despair fill the soul.

BRIDGE ON FAR RIGHT

This bridge casts a shadow its entire length.

OTHER TWO BRIDGES

The shadows for the other bridges disappear at the center of
the span, as if they're not really there.

CONAN AND THUNDER

                         CONAN
          That's it!  The shadows!

Thunder WHINNIES.  Conan turns and pats his nose.

                         CONAN
          Sorry, my friend.  You must stay here;
          the way is not safe for you.

Thunder SNORTS, but stays where he is.

CONAN

runs across the far right bridge.  He makes it across safely
and charges up the trail, after the wizard.

                         CONAN
          Wizard!  Wait!

THUNDER

WHINNIES and follows, walking carefully across the bridge.

GREYWOLF

is back where we first saw him.  He watches Conan running up
the trail towards him.

Greywolf again waves his staff, this time in a circle,
counter-clockwise.

                         GREYWOLF
          Aurum, fac ut gaudeam.

The glowing circle begins to spin, counterclockwise.  SFX:
WIND.  Greywolf gives it a push with his staff, down towards
Conan.

CONAN

barely notices the wind tugging at his hair at first, but it
quickly escalates into hurricane-force winds, forcing him to
lean forward into the wind to avoid being pushed back down the
trail.  Snow begins falling, and soon Conan is covered in
white.

                         GREYWOLF (O.S.)
          Go back, stranger!  You cannot win!  The
          magic of Xanthus is not for you.

Conan grits his teeth and leans further into the wind, almost
shaking from the effort to take a step, one at a time, slowly,
inexorably moving forward.

GREYWOLF

retraces the previous counterclockwise circle, much faster
this time.

CONAN

The wind WHISTLES and gets even stronger, forcing Conan to
drop to his hands and knees, but he keeps moving forward.
HAILSTONES begin dropping, pounding against Conan's skin and
clothing.  Conan shifts his shield to protect his head and
shoulders, and continues forward, inch by inch.

Abruptly the storm stops.

CONAN AND GREYWOLF

Conan regains his feet, and faces Greywolf, who stands
quietly, staff in hand.

                         CONAN
          No more tricks, wizard.

                         GREYWOLF
          You've seen all my magic tricks,
          barbarian, but not ALL my tricks.

Greywolf brings up his staff like a quarterstaff, holding it
diagonally across his body, then whips the lower end forward
with the intention of thumping Conan's knee.

Conan draws sword and parries the blow (does NOT sever the
staff), and tries one of his own, which Greywolf parries.

Conan puts an end to the fight by smashing his sword against
Greywolf's staff, causing Greywolf to lose his grip, and
sending the staff over the edge of the cliff into the gorge
below.

Greywolf appears helpless, and Conan advances, sword aimed at
Greywolf.  Greywolf opens his shirt, baring his chest over his
heart.

                         GREYWOLF (CON'T)
          Strike swiftly.  Don't make me suffer.

Conan pulls back the sword as if preparing to lunge forward,
then takes stops.

                         CONAN
          I won't strike an unarmed man.

Conan sheathes his sword.

Greywolf bows deeply, from the waist.

                         GREYWOLF
          Then you have passed the three tests:
          Perception, Determination and Mercy.  I
          am Greywolf, your guide to Xanthus.
          
Greywolf claps his hands.

                         GREYWOLF (CON'T)
          Venite!

IN THE GORGE

Greywolf's staff rises from the depths of the gorge.

GREYWOLF AND CONAN

The staff comes into Greywolf's waiting hand.

                         CONAN
          First, I need help.  My friends were
          caught in a landslide.

                         GREYWOLF
          If you will trust me, we can save your
          friends.

Greywolf unfastens his cloak, then whips it off, swirling it
in the air.

                         GREYWOLF (CON'T)
          Muto aurum, savanti.

The cloak swirls to a stop, about one foot above the ground,
floating in the air.  Greywolf steps aboard.

                         GREYWOLF
          Come!  My cloak will take us to your
          friends.

Conan steps carefully onto the floating cloak.

INCLUDE THUNDER

Thunder trots up the trail and SNORTS at the floating cloak.

                         GREYWOLF
          He can't follow where we go now.

Greywolf points further up the trail toward Xanthus.

                         GREYWOLF (CON'T)
                   (to Thunder)
          Your friend will meet you at Xanthus,
          where green pastures await.
                          (to cloak)
          Capite!

The cloak lifts, then moves away from the trail, into open
air.  Thunder watches, then turns and continues up the trail
toward Xanthus.

The cloak disappears from CAMERA, heading down toward the
landslide.

                                             CUT TO:

EXT. LANDSLIDE - DAY

Things look the same as when we last saw Jezmine and Zula, but
they've slipped a little closer to the drop-off.  Zula starts
to regain consciousness.

                         ZULA
          Jezmine?  What...?

                         JEZMINE
          Don't move!  Conan's gone for help.

Zula, still groggy, starts to sit up.  Rocks shift, and
Jezmine and Zula slip further down the mountain.

EDGE OF DROP-OFF

First gravel slips over the edge and falls down the sheer
drop, then larger stones.  Within seconds we see Zula and
Jezmine APPROACHING the edge, sliding closer and closer.

                         CONAN (O.S.)
          Jezmine!

Jezmine looks up the slide and sees

GREYWOLF AND CONAN

on the flying cloak.  It swoops down the slide, then turns to
hover in mid-air at the edge of the drop-off.

INCLUDE JEZMINE AND ZULA

Jezmine and Zula are at the very edge of the drop-off as Conan
and Greywolf grab them and haul them to safety.

That part of the slide falls over the edge and we HEAR it hit
rocks far below.   Jezmine and Conan REACT.

                         GREYWOLF
          Savanti aurus!  To Xanthus!
          
The cloak swirls in a full circle once, as if checking
directions, then lifts up for the mountain peaks, and the City
of Xanthus.

                                             DISSOLVE TO:

EXT. XANTHUS GATE - DAY

TIGHT ON NEEDLE

eyes wide (as he pops out of Conan's shield).

                         NEEDLE
          Ooooh!  Good magic!  Warmth!...

PULL BACK TO REVEAL

Needle hovers in mid-air as the cloak sets down on the ground
outside the city gate of Xanthus.  The city is surrounded by a
high stone wall, so solid and secure it looks like a single
piece of stone, completely without seams.  Outside the walls
are grassy fields and orchards (including pomegranates).  In
one field is Thunder, grazing happily.

                         NEEDLE (CON'T)
          And ... pomegranates!!!

GREYWOLF

looks at Conan with new respect.

                         GREYWOLF
          A fledgling phoenix?  You are quite a
          surprise, warrior.

GREYWOLF AND NEEDLE

Greywolf pulls a pomegranate from a belt pouch and offers it
to Needle.  With great politeness, Needle accepts the gift.

                         NEEDLE
          Thank you, wizard.  You Needle's friend.

                                             CUT TO:

EXT. - INSIDE XANTHUS GATE - DAY

The magic of Xanthus is elemental magic.  The four elements
are earth, air, fire and water.  The walls were created with
earth elementals and they really are seamless.  The buildings
show more creativity with stone lacework, freeform walls that
look as if they were poured into place, then solidified in an
instant.

PAN WITH our heroes as they walk through the city, Needle
flying along above their heads.

                         JEZMINE
          See, the stonework, Conan?  I told you
          the wizards of Xanthus could help your
          family.

ANOTHER ANGLE

as our characters see a fountain filled not with water, but
with fire!  There are also gardens galore, with every sort of
flower blooming simultaneously, regardless of season.

                         GREYWOLF
                   (to Conan)
          Your family?

                         CONAN
          Wrath-Amon turned my parents and
          grandfather to stone when they refused
          to help him.

ANOTHER ANGLE

They pass a pond, floating in mid-air, like a bubble,
containing fish that watch our characters walk past.  In the
distance, we see flying carpets moving through the sky.

                         GREYWOLF
          Wrath-Amon's our worst enemy!  We only
          use our magic for good.

                         CONAN
          Then you will help me?

                         GREYWOLF
          We no longer have a full Council of
          Wizards, but my older sister and brother
          are very wise, as is the visiting
          sorceress, Mesmira.  I'm sure they can
          help.  Come!

Greywolf turns a corner, taking them to his brother and
sister.

                                             DISSOLVE TO:

INT. WIZARDS' COUNCIL CHAMBER

The chamber is a high-ceilinged room with tall, thin windows
up near the ceiling that let in lots of sunlight.  On one side
of the room is a large table, surrounded by chairs, for
meetings.

In the other side of the room is a "conversation area" with
chairs and small tables, with a fire fountain in the corner,
and a water fountain (not a drinking fountain) in the center.
Around the water fountain, sitting or sprawled in chairs are:
SASHA, a fire-wizard and Greywolf's older sister; MISHA,
Greywolf's older brother, a water-wizard; MESMIRA, a beautiful
Stygian sorceress; and KEDEM, seemingly an air-wizard, but
actually a Serpentman in human-disguise.  (All but Mesmira
have wizards' staffs beside them.)  Greywolf, Conan and Zula
are also seated (sword and bolas out of sight), but Jezmine is
across the room, looking out the window.  Conan has just
finished explaining the problem.

                         SASHA
          I truly wish we could help you, but our
          earth magic can't transform things.
                   (to Mesmira)
          Mesmira, perhaps in Stygia?

MESMIRA

Stands, and strolls over to Conan, to perch on the arm of his
chair and lightly run her fingers down his arm.

                         MESMIRA
          Not even in Stygia have I heard of such
          a spell, Conan.  For your sake, I
          sincerely wish I had.

MISHA

                         MISHA
          I've read of a creature that turns
          people into stone.

GREYWOLF AND JEZMINE

Jezmine finally sits down, next to Greywolf.  He notices her
star-metal bracer is glowing.

                         MISHA (CON'T)(O.S.)
          But I don't know if it can reverse the
          spell.

Greywolf points to Jezmine's bracer.

                         GREYWOLF
          What's the meaning of that?

CONAN AND MESMIRA

Conan leaps to his feet, nearly dumping Mesmira onto the
floor, and draws his sword.

                         CONAN
          One of you serves Wrath-Amon!  Stand
          forth, serpentman!

WIDE ON THE OTHERS

Jezmine and Zula stand, hands on weapons and watch the
wizards.  Greywolf stares at Conan, uncertain now of this
barbarian.  Misha and Kedem fearfully sink deeper into their
chairs.  Sasha stands quickly.

                         SASHA
          Put that sword away!  We are a people of
          peace.

CONAN

ignores Sasha and stalks forward, sword extended, swinging the
tip back and forth as if it were a divining rod.

KEDEM

reaches surreptitiously into his sleeve.

INCLUDE CONAN

Conan gets close enough to Kedem that the star-metal makes
Kedem's disguise DISAPPEAR, revealing him as a SERPENT-MAN!

KEDEM/THE SERPENTMAN

pulls his hand out of his sleeve, revealing a foggy glass
globe.

                         KEDEM
          Wrath-Amon ssends his greetingsss!

Kedem hurls the globe onto the floor.

ZULA

whips his bolas around, then flings them at the Serpentman.

THE SERPENTMAN

Turns to flee, but the bolas wrap around him at blinding
speed.  At the touch of the star-metal, the serpentman
disappears, leaving behind a limp pile of clothing.

THE GLOBE

shatters on the floor, and from it burst a dozen very large,
winged scorpions which instantly attack!

                                             FADE OUT:

                                             END OF ACT ONE
ACT TWO

FADE IN:

INT. WIZARDS' COUNCIL CHAMBER

Greywolf moves in front of Conan, Jezmine and Zula.  Mesmira
quickly joins them, hiding behind Conan.

GREYWOLF

draws a glowing wedge in the air with his staff.

                         GREYWOLF
          Rego aurum!

A gust of wind divides the scorpions in half, and pushes half
within range of Sasha, half within range of Misha.

SASHA AND MISHA

stand back to back.  The scorpions approach.

                         SASHA
                   (to Greywolf)
          Good work, little brother.
                   (over shoulder, to Misha)
          Ready, Misha?  Now!

SASHA

points her staff at her group of scorpions.

                         SASHA
          Aliquid ardet!

Flames gushes out of the end of her staff, frying the
scorpions.  SFX: FLAMETHROWER.

MISHA

gestures with his staff from the fountain to the scorpions,
and a tidal wave of water crashes over them.

                         MISHA
          Pistrix!

The falling water instantly turns to ice, freezing the
scorpions to death.  The chunk of ice filled with scorpions
falls to the floor.  SFX:  THUD

WIDE ON ROOM

as everyone looks around to make sure there aren't any other
scorpions.

                         SASHA
          Thanks to all of you, I no longer
          believe the disappearance of four of our
          most powerful earth wizards to be
          coincidence.

                         MISHA
          We should examine Kedem's house.

They all move toward the door.

                         SASHA
                   (to Conan and others)
          May we count on your continued
          assistance?

They NOD and follow her out of the Council Chamber.

                                             DISSOLVE TO:

INT. SERPENTMAN'S HOUSE

Conan, Zula, Jezmine, Greywolf, Sasha, Misha and Mesmira come
from various doorways/stairways to meet in the entry hall of
the house.

                         SASHA
                   (disappointed)
          Nothing!  Not a sign of the missing
          wizards, or of Wrath-Amon's plans.

MESMIRA

looks around, then walks to the rear wall behind the stairs.

                         MESMIRA
          I detect a door here.  This wall is an
          illusion.

Mesmira holds her palms together briefly, then turns them
toward the wall.  A BLAST OF LIGHT from her hands hits the
wall, which DISAPPEARS, revealing an open doorway with stairs
going down into the earth.

SASHA

                         SASHA
          Hidden stairs!  Thank you, Mesmira.
          Your magic is indeed strong.

STAIRS

There is light at the bottom of the stairs.  With Sasha in the
lead, staff in hand, the group heads down.

                                             DISSOLVE TO:

INT. ROOM - BOTTOM OF STAIRS

The room is lit with panels of light sunk into the walls.  On
the other side of the room are two tunnels, on the left and
right.  The tunnels are also lit with the light panels, but
more dimly.

                         CONAN
          Let's split up, so we can quickly search
          both tunnels.

Conan enters the left-hand tunnel, with Greywolf and Zula.

SASHA AND OTHERS

                         SASHA
          Then let us take the tunnel on the
          right.

She heads down the right-hand tunnel, followed by Jezmine,
Misha and Mesmira.

INT. LEFT-HAND TUNNEL

They're in single file, Conan first, then Greywolf and Zula.
The tunnel angles, and Conan goes around the corner first.

CONAN'S P.O.V.

at the other end of the tunnel is a large person coming
towards him.

CONAN

backs up around the corner, quickly, almost running into
Greywolf.

INCLUDE GREYWOLF AND ZULA

                         CONAN
          We have company.
                   (to Needle)
          Needle!  Come out!  I need you.

                         NEEDLE (O.S.)
          No!

                         GREYWOLF
          Please?  When this is over, I promise
          you a whole basket of pomegranates.

NEEDLE

pops out of shield.  FOLLOW NEEDLE as he flies to Greywolf's
shoulder.

                         NEEDLE
          Needle help friend.  Not nasty
          barbarian.

CLOSE ON CONAN

Conan REACTS.

                         CONAN
          Fine.  Then you tell him to fly around
          the corner and tell us what he sees.

GREYWOLF AND NEEDLE

Needle flies off Greywolf's shoulder and around the corner.

                         NEEDLE (O.S.)
                   (fearful)
          Squawk!  Flee!

ON GROUP

Needle flies around the corner and goes SPLAT onto Conan's
shield.

                         NEEDLE (CON'T)
          Big, nasty phoenix!  Needle not like!

Conan, Greywolf and Zula look puzzled.

FAVOR CONAN

                         CONAN
          Wait a minute!  I saw a warrior.  Needle
          sees another phoenix.  I know what it
          is.  Come on.

Conan leads the way around the corner.

THE MIRROR

We see the reflection of Conan, Greywolf and Zula coming
around the corner, and seeing the mirror.

                         CONAN (O.S.)
          As I thought.  A mirror!

REVERSE ANGLE

Needle pops out of Conan's shield, and flies toward the
mirror.

                         NEEDLE
          Needle not afraid.  Only baby phoenix
          scared of reflection.

THE MIRROR

As Needle approaches, hideously distorted versions of
Greywolf, Zula, Conan and Needle LEAP out of the mirror toward
our heroes, weapons ready.

                                             CUT TO:

INT. RIGHT-HAND TUNNEL

Sasha still leads the way with Jezmine, Misha and Mesmira
behind her.

                         JEZMINE
          Wait!

JEZMINE'S P.O.V.

At the end of the tunnel there's a bright light, coming from a
open door in the side of the tunnel.

                         JEZMINE (CON'T)
          There's something up ahead.

ON GROUP

Sasha and Misha ready their staffs, and Jezmine takes a
shuriken in hand.  (Mesmira does nothing.)

                         SASHA
          Everyone ready?  Then let's go.
          
They walk forward.

                                             CUT TO:

INT. LEFT-HAND TUNNEL

Conan draws his sword, Needle flies up near the ceiling, Zula
readies his bolas, and Greywolf holds his staff ready for
spell-casting.  Their evil doubles leap across the distance
between them, and ATTACK!

CONAN

fights an evil, distorted (as if dead and buried for a week)
version of himself (CONAN #2).  Conan #2 is a perfect
reflection:  same weaponry, and left-handed.  Every blow Conan
makes is matched as if he's shadow-fighting, only this time
it's for real!

Conan takes a slash at his opponent, only to have Conan #2
make a mirror-image of that attack, simultaneously.  Conan
barely gets his shield up in time to block the blow, as does
his opponent.

ZULA

swings his bolas and flings it at ZULA #2's shoulders, to pin
his arms to his sides.  Zula #2, looking dried and desiccated
as if left in the desert to die, matches him move for move
(using opposite hand), and both bolas connect, taking both
Zulas out of the battle, temporarily.

NEEDLE

is in the equivalent of a WWI dogfight with his opponent
(NEEDLE #2), who is black fire to Needle's red/yellow.  They
try to get the advantage of height on the other, so they can
dive and attack with claws, but they're so evenly matched that
neither can get the aerial advantage.  (Like two planes
performing aerobatics, side by side, matching each other
perfectly.)

GREYWOLF

points his staff toward his opponent, GREYWOLF #2, who's the
evil antithesis of Greywolf, in attire and facial expression,
and calls up a wisp of fog to blind him.  Greywolf #2 does the
identical movement and spell-casting.

                         GREYWOLF/GREYWOLF #2
                   (simultaneously)
          Pergamentum!

A wisp of fog covers both wizard's eyes, leaving them
temporarily helpless.  (SFX: Clash of sword on shield (O.S.)).

                                             CUT TO:

INT. SORCEROUS LABORATORY

The room is a cross between a greenhouse and a mad scientist's
laboratory.  There are shelves of odd plants with magical
grow-lights shining on them, jars of odd powders, dried roots,
animal skulls (wolves), dried bats, one live bat in a bird
cage, and a chemist's bench for experiments.

They cautiously enter the room.

                         MISHA
          Looks like we took the proper tunnel.

MISHA

gets too close to a plant, and it snaps at him.  He leaps
backwards.

                         MISHA
          Yikes!

SASHA

is more cautious, and examines the labels on the sealed jars
of powders, roots and other weird things, on the shelves.

JEZMINE

steps over to the chemist's bench.  She leans over to take a
good look at a retort containing an evilly bubbling liquid.

                         MESMIRA (O.S.)
          Don't touch that!

MESMIRA

                         MESMIRA (CON'T)
          It's highly explosive.

INCLUDE JEZMINE

Jezmine backs away from it.

                         JEZMINE
          How do you know?

Mesmira smiles and saunters across the room to the shelves.

                         MESMIRA
          I know lots of things.

CLOSE ON MESMIRA

Mesmira caresses a long, narrow silver box covered with
designs of snarling wolves.

                                             CUT TO:

INT. LEFT-HAND TUNNEL

Conan is still fighting Conan #2, who is matching him blow-
for-blow, parry-for-parry, and getting nowhere.  Zula and Zula
#2, now free of the bolas, are wrestling, trying to pin each
other, but also getting nowhere.  Needle and Needle #2
continue their aerial maneuverings.  Greywolf has given up on
spells, and is battling Greywolf #2 with his staff as an
ordinary quarterstaff.

CONAN

looks and realizes his friends are having as little success as
he is.

                         CONAN
                   (panting a little)
          Switch opponents!  We can't win against
          ourselves!

Conan leaps sideways to take on Greywolf #2, sword against
staff.

WIDE ANGLE

Greywolf steps backwards, and points his staff at Needle #2.

                         GREYWOLF
          Vadamus!

A sudden downdraft forces Needle #2 to the floor of the
tunnel.  Greywolf quickly grabs Needle #2 and muffles him in
Greywolf's cape.

NEEDLE AND ZULA #2

Needle dives to Zula #2, digs his claws into Zula #2's hair
and pulls his head back, away from Zula.  Zula #2 grabs for
Needle, but now Needle is nipping at Zula #2's face.

ZULA AND CONAN #2

Taking a second bolas from his belt, Zula swings and hurls it
at Conan #2.  It wraps around Conan #2, tripping him.  Zula
leaps upon his back, and jerks the sword from his grasp.

CONAN

is beating Greywolf #2 backwards, toward the mirror.

GREYWOLF

looks up, past Conan (o.s.) to mirror.

                         GREYWOLF
          Conan!  The mirror!

THE MIRROR

no longer reflects anything.  It's murky darkness.

CONAN AND GREYWOLF #2

Conan ignores Greywolf #2, and hurls his sword past Greywolf
#2, straight at the mirror.

WIDE ON TUNNEL

As the sword impacts, SHATTERING the mirror, the duplicates
are also shattered, Greywolf #2 in mid-blow, about to split
Conan's head with his staff.

CONAN

retrieves his sword and sees the tunnel continues past the
now-broken mirror.  It opens up into a large room.  Near
floor-level is a cloud of roiling green gas.

                         CONAN
          Zula!  Greywolf!  Come look at this!

NEEDLE

ZIPS to join him, and in his hurry, flies THROUGH the cloud of
gas.

                         CONAN (O.S.)
          Needle, be careful!  Come back here!

Needle, now on the other side of the cloud, lurches sideways,
then does a slow turn and comes back toward Conan, eyes half-
closed, right THROUGH the cloud of gas again.

CONAN AND NEEDLE

Needle flaps his wings extra hard, and just barely makes it to
Conan's outstretched hands before he collapses.

CLOSE ON NEEDLE

Greywolf's hand enters frame, to check for a heartbeat.

                         GREYWOLF (O.S.)
          He's still alive.

                         NEEDLE
                   (snores softly)

CONAN, GREYWOLF AND ZULA

                         CONAN
          He's sleeping!

Greywolf looks (o.s.) at the gas.

                         GREYWOLF
          Which means that's a sleeping gas.  I'll
          have to do something about it.

GREYWOLF

draws a vertical spiral in the air with the top of his staff.

                         GREYWOLF
          Rego aurum, shakari aurus!

A small tornado appears (SFX: HOWLING OF WIND), which sucks up
the gas.  When the tornado is finished, it heads off down the
tunnel to disperse the gas elsewhere.

THE HOLE

is now revealed to be a deep pit.  At the bottom of the pit
are four unconscious forms, three men and a woman.

                         GREYWOLF (O.S.)
          Our missing earth-wizards!

CONAN

leaps down into the pit to help the wizards out.

THE PIT

The wizards have started to wake, now that the gas is gone.

The first of the wizards to fully awaken is CHADO, a silver-
haired, beardless, male earth-wizard.  Conan helps him to his
feet.

CHADO

                         CHADO
          Thank you.  I can handle it now.
          
With palms upwards, Chado holds his hands at arm's length,
then raises them slowly towards his head.

                         CHADO
          Farrago thunni!

THE PIT

As he does so, the BOTTOM OF THE PIT RISES like an elevator!
Conan and the four wizards are now level with the floor of the
tunnel.

                         CONAN
          Crom!

WIDE ON EVERYONE

                         CHADO
          I am Chado.  Thank you for saving us.
          We were kidnapped so we could be
          delivered to Wrath-Amon, and be forced
          to use our earth-magic to build his
          temples.

Zula bows.

                         ZULA
          I am Zula, and this is my friend, Conan.
          You are safe, now.

                         CHADO
          We won't be safe until Mesmira, the
          sorceress who kidnapped us, is stripped
          of her magic.

                                             CUT TO:

INT. SORCEROUS LABORATORY

Mesmira has opened the long silver box.  Inside is a white
tube, and three long grey thorns.  She reaches for the tube,
and the thorns.

                         JEZMINE (O.S.)
          Yes, you do know a lot.

JEZMINE

backs up toward the door.

                         JEZMINE (CON'T)
          In fact, I think you know too much.

MESMIRA

turns around, puts the tube to her mouth and shoots quickly at
Jezmine, Sasha and Misha.  SFX: THFPT!  THFPT!  THFPT!

JEZMINE

uses her acrobatic training to dodge, and the thorn misses her
by a hair.

                         JEZMINE
          Sasha!  Misha!  It's a trap!

She throws a shuriken at Mesmira.

MESMIRA

The shuriken knocks the blowgun from Mesmira's hand.  Mesmira
steps on a dark-colored stone in the floor.  SFX: HEAVY
SLIDING DOOR CLOSING.

THE DOOR

A wooden door slides across the opening, locking them inside
the room.

MESMIRA

                         MESMIRA
                   (laughs)
          Too late!

FOLLOW JEZMINE

as she circles the edge of the room, keeping furniture between
her and Mesmira, in case there are more darts.

                         JEZMINE
          What have you done?

                         MESMIRA
          Look at the wizards.

Jezmine turns and looks (o.s.)

SASHA AND MISHA

are writhing in agony, and sprouting hair all over their faces
and hands.  Their faces are starting to change shape, as are
their bodies (SFX:  CLOTHES RIPPING).  (Think the Lon Chaney
WEREWOLF movies, or THRILLER.)

                         MESMIRA (CON'T) (O.S.)
          They were hit with thorns from the
          Lycanthros plant, which appears but once
          a decade.  I'm told the transformation
          is quite painful.

                         SASHA/MISHA
                   (painful moans and cries)

As we watch, their noses elongate, turning into muzzles, their
shoulders hunch, ripping the backs of their shirts, and they
sprout large, savage teeth.  Their eyes turn red.  Finally,
the process is complete.  Sasha and Misha are now WEREWOLVES!
They lift their muzzles to the ceiling and howl.  SFX:
BEASTIAL, WOLF-LIKE HOWLS.

MESMIRA

points at Jezmine.

                         MESMIRA
          Get her, my children!

THE WEREWOLVES

charge at Jezmine, snarling and foaming at the mouth.

JEZMINE

tumbles out of their way, grabs the explosive retort, and
hurls it at the door.  SFX:  KA-BOOM!

The door disappears in smoke and splinters.  Jezmine flees
through, running for her life.

THE WEREWOLVES

leap through the door after her, growling and snapping at her
heels!

                                             FADE OUT:

                                             END OF ACT TWO
ACT THREE

FADE IN:

INT. ROOM AT BOTTOM OF STAIRS

Conan, Greywolf, Zula, Chado and the other three wizards exit
the left-hand tunnel and enter the room, walking quickly.

SFX: RUNNING FOOTSTEPS.  Conan motions the others back and has
his sword at the ready for whatever comes out of the tunnel.
SFX: PANTING.

Jezmine bursts out of the tunnel, panting heavily.  She grabs
Conan and tries to shove him up the stairs ahead of her.

                         JEZMINE
                   (gasping for breath)
          Werewolves!  Run!

TUNNEL ENTRANCE

The two snarling werewolves leap out of the tunnel, and pause,
looking for their prey .  SFX: GROWLING.

GREYWOLF

Greywolf waves his staff in a circle, counter-clockwise.

                         GREYWOLF
          Aurum, fac ut gaudeam.

The glowing circle begins to spin, counterclockwise.  SFX:
WIND.  As happened during on the mountainside, a blizzard
appears, blowing wind and snow at the werewolves.

THE WEREWOLVES

reluctantly retreat toward the tunnel.

CONAN

steps forward, sword and shield ready to slay them.

INCLUDE JEZMINE

She grabs his arm.

                         JEZMINE
          Don't kill them!  That's Sasha and
          Misha!  Mesmira transformed them!

GREYWOLF

falters in concentration, and the blizzard diminishes.

                         GREYWOLF
                   (horrified)
          My brother and sister?

THE WIZARDS

Chado pushes the other wizards ahead of him up the stairs.

                         CHADO
          Lure them outside, Conan.  We will
          prepare a cage for them.

Chado turns and quickly goes up the stairs.

WIDE ON ROOM

Greywolf, Conan, Jezmine and Zula back slowly toward the
stairs, the blizzard fading fast.

The werewolves close their eyes and SHAKE the snow out of
their faces.

At that instant, the adventurers turn and flee at top speed,
up the stairs.

Able to see again, the werewolves (SFX: FEROCIOUS GROWL) take
off after them, up the stairs.

PAN to right-hand tunnel.  Mesmira has been eavesdropping.

                         MESMIRA
          Those meddlers freed the wizards!  I'll
          make them pay.

She turns and heads back up the tunnel at a run.

                                             CUT TO:

INT. SORCEROUS LAB

Mesmira enters and quickly crosses to a cupboard.  She opens
it and pulls out a large plant bulb.

Mesmira then tugs twice on the bat cage.  A section of wall
SWINGS OPEN, revealing a spiral staircase straight up.  She
hurries up the stairs.

                                             CUT TO:

EXT. SERPENTMAN'S HOUSE

Conan, Zula, Jezmine and Greywolf throw the door open and run
out, slamming the door behind them.  They're just in time --
the door SHUDDERS as the werewolves hurl themselves upon it,
trying to break through. (SFX: WOOD SPLINTERING)

Conan looks around for the Wizards (o.s.).

THE WIZARDS

Chado and his three associates are 30 feet from the door, and
form a square.  SFX: DOOR SPLINTERING FURTHER (o.s.).

The wizards raise their hands and spellcast.

                         WIZARDS
                   (in unison)
          Nullo metro compositum est.

Metal extrudes from the earth and puddles to form the floor of
the cage.  Bars rise from the floor on two sides.  (The two
sides that are open are on opposite sides.)

CONAN, GREYWOLF, ZULA AND JEZMINE

                         CONAN
          Zula, you and Jezmine guard the wizards.
          We'll try and slow the werewolves.

Conan and Greywolf stand facing the door, weapons ready.  Zula
(with crossbow) and Jezmine move several paces behind them,
nearer the wizards.

THE DOOR

SHUDDERS again (SFX:  SPLINTERING), and the boards separate
slightly, giving us a momentary glimpse of the werewolves.

                                             CUT TO:

EXT. FLAT-TOPPED TOWER - DAY

Although most of the towers are the Moorish onion-domes, some
are flat-topped.  At the top of the tallest is Mesmira.

She places the bulb in a large container of earth that she'd
previously placed here.

She begins to glow with yellow-green light (surrounding her).
She points at the bulb, and a line of yellow-green light
connects her with the bulb.  The glow around her diminishes as
she pours her magic into the bulb.

THE BULB

absorbs the green light, SHUDDERS, then splits, putting out
tendrils as if they were tentacles.  The bulb absorbs more and
more of Mesmira's magic.  The central tendril doubles in
thickness and continues to grow longer and thicker.  It
extrudes a tendril, which reaches forward and CARESSES
Mesmira's cheek, while the plant continues growing.

                                             CUT TO:

EXT. SERPENTMAN'S HOUSE

The door gives way and the werewolves HURL themselves through.

GREYWOLF

steps forward.

                         GREYWOLF
          Sasha.  Misha.  Stop!  This is not your
          true nature.

WIDEN ANGLE

The werewolves ignore his words and leap for his throat.

CONAN

leaps forward to save his friend.

INCLUDE GREYWOLF AND WEREWOLVES

Conan shoves his shield between Greywolf and the werewolves,
knocking them to one side, then grabs Greywolf and hauls him
towards the waiting cage at a run.

                         CONAN
          You're a brave fool, Greywolf.

GREYWOLF AND CONAN

Greywolf quickly recovers and matches Conan stride for stride.
SFX: GROWLING (O.S.) behind them.

                         GREYWOLF
                   (panting)
          I had to try.

THE CAGE

is almost completed.  The wizards stand ready to raise the two
final sides, sealing it closed.  Jezmine and Zula are on
either side of the cage, weapons pointed at the werewolves.

CONAN AND GREYWOLF

dash through the open sides of the cage (the werewolves only
two leaps behind).  SFX:  FIERCE GROWLING (O.S.)

THE WEREWOLVES

leap into the cage, following Conan and Greywolf.

THE CAGE

The wizards immediately extrude the two final sides.

                         WIZARDS
                   (in unison)
          Nullo metro compositum est.

THE WEREWOLVES

spin around to retreat, but they're trapped!  SFX: GROWLING.

CLOSE ON GREYWOLF

as he looks at his transformed sister and brother.  Sadness
turns to rage.

                         GREYWOLF
          Mesmira must pay for what she's done!

                                             CUT TO:

EXT. TOP OF TOWER

The glow around Mesmira continues to thin as she transfers
more and more of her power to the bulb.  The plant has
continued to grow and sprout tendrils, which thicken and
sprout their own tendrils.  The plant is fifteen feet tall,
then twenty feet and still growing!

                                             CUT TO:

EXT. SERPENTMAN'S HOUSE

The sickly yellow-green glow from the top of the tower is
visible throughout Xanthus, and casts reddish shadows beneath
the earth-wizards and our heroes.

                         CHADO
          That's Stygian magic!

                         GREYWOLF
                   (cold rage)
          Mesmira!

                                             CUT TO:

EXT. TOP OF TOWER

At last Mesmira stops, drained.  The only glow remaining is in
the bulb itself.  The plant is now thirty feet high, with huge
trumpet-shaped blossoms at the top and small pods clustered at
the base of the blossoms (blossoms and pods are colored brown,
yellow, red or blue), enormous thorns along each stem,
tentacle-like branches, and venus-flytrap-like leaves at the
center that keep opening and closing as if searching for food.

                         MESMIRA
          Time to feed, my pet.

THE PLANT

The blossoms at the top of the plant open and begin sucking in
the elementals that are Xanthus' magic -- brown (earth),
yellow (air), red (fire), and blue (water), each element to
that color of blossom.  The elementals change shape as they're
sucked in, like pulling Play-Doh through the eye of a needle.
The pods begin to swell, storing the magic.

                                             CUT TO:

EXT. XANTHUS STREET

Wizards collapse in the street as the magic disappears.

A floating fish pond is sucked up toward the plant, leaving
the fish to fall to the pavement and flop around.

A fire fountain elongates as it's sucked towards the plant,
and with an audible (SFX: POP!) it loses its grip on the stone
bowl that contained it and it too disappears.

                                             CUT TO:

EXT. TOP OF TOWER

Greywolf, Conan, Zula and Jezmine are on Greywolf's flying
cloak, nearly at the top of the tower.

The flying cloak slips sideways in the air as the plant turns
a blossom toward Greywolf and starts to draw his air magic
(yellow glow) out of him.

The cloak slows, and stops, hovering in the air ten feet away
from the tower roof.

                         GREYWOLF
                   (exhausted)
          Savanti aurus.  Aurus!

The cloak slides a few feet closer to the roof, then the edges
flutter and it stops again.  Jezmine and Zula leap for the
roof, five feet away.  Conan grabs Greywolf, and follows them
to safety.  The cloak falls (o.s.).

CONAN, JEZMINE, ZULA AND GREYWOLF

turn and face Mesmira and her monstrous plant, weapons ready.

                         CONAN
          Mesmira!  You can't win.

REVERSE ANGLE - ON PLANT AND MESMIRA

The pods are growing and multiplying as the plant devours
Xanthus' magic.  Mesmira is smiling at the plant, like a proud
mother.  One yellow blossom turns toward CAMERA.

GREYWOLF

has the last of his magic (a yellow glow) sucked from him.

                         GREYWOLF
                   (weakly)
          Conan, it's the blossoms.  Break the
          pods.

Greywolf collapses, face-down on the tower roof.

JEZMINE

flings shuriken.

THE PLANT

blocks them with fast-moving tentacles, which the shuriken
slice through like buzz-saw blades, severing tentacles right
and left.  But the shuriken don't reach the blossoms.

ZULA

stands at a distance, and repeatedly fires his crossbow at the
nearest pod, trying to release the magic trapped inside.

THE POD

The crossbow bolts bounce harmlessly off the hard shell.  One
of Jezmine's shuriken bounces off as well.

CONAN

drops his shield to the pavement (SFX: CLANG) and holds his
sword hilt with both hands, a feral grin on his face.  FOLLOW
CONAN as he charges in, hacking and slashing, moving too
quickly for any tendril to grab him.

JEZMINE

steps forward to attack a different part of the plant.

CLOSE ON PLANT TENDRIL

A curled, very thick tentacle snaps out toward her.

INCLUDE JEZMINE

The tentacle wraps around her waist, pulling her towards the
nearest venus-flytrap-like mouth.

NEEDLE

The shield stops spinning, and a slightly dizzy Needle pops
out.

NEEDLE'S P.O.V.

He sees the plant drawing Jezmine toward a waiting mouth.

NEEDLE

ZIPS over to help Jezmine try and break the tentacle.

                         NEEDLE
          Jezmine!  Needle help!

THE PLANT

A red blossom turns toward Needle.

INCLUDE NEEDLE

The red blossom sucks Needle inside.

                         NEEDLE
          Help!

FOLLOW NEEDLE THROUGH PLANT

The stem of the blossom is suddenly filled with a mass of very
angry Phoenix who moves rapidly through the stem and into the
waiting red pod.

                         NEEDLE (O.S.)
                   (muffled)
          Needle hate nasty plant!  Needle want
          out now!

The pod shakes as Needle tries to break through, but the pod
is too strong for him.

THE PLANT

A sneaky tendril creeps along the pavement.

INCLUDE ZULA

Suddenly the tendril wraps itself around Zula's ankles and
jerks his feet out from under him.

Zula fires at the tendril, then tries beating at it with the
crossbow, but moment by moment, he too is drawn towards one of
the waiting mouths.

CONAN

tries to climb the plant, but the tentacles gang up on him.
Though he hacks through many of them, he's eventually
imprisoned, hands bound to his sides, held in mid-air, sword
still in hand.

MESMIRA

smiles at Conan.

                         MESMIRA
          What a handsome barbarian!  Forget your
          friends.  Agree to be my consort, and I
          will reward you well.

                         CONAN
          NO!

Conan strains mighty sinews and snaps the tentacles as if they
were string.  Before the plant can recover, he swarms up the
plant to the top and slashes blossom after blossom from its
stem.

MESMIRA

holds her hands out as if to cast a spell, but nothing
happens.  Her energy is exhausted.  She SNARLS.

CONAN AND THE PLANT

When all the blossoms are cut, he turns his star-metal sword
on the magic-filled pods, starting with Needle's.

ON POD

With a mighty swing, Conan splits the pod.  There's a RED BLUR
as Needle and the fire magic stored inside are flung into the
sky.

FOLLOW RED BLUR

as it arcs across the sky like a comet.  Needle ZIPS back
toward the tower.

                         NEEDLE
          Needle free!

CONAN AND THE PLANT

More blows follow quickly and yellow, blue and brown blurs
BURST into the sky, following the red.  Conan never stops
breaking pods.  (SFX: THWACK!  THWACK!)

THE SKY

The yellow, blue and brown blurs join the red for a rainbow
before they swirl together then explode outwards like a
firework display, each bit of color heading back where it
belonged.

FOLLOW YELLOW LIGHT

A bit of yellow light hurtles across the sky, arrowing for the
tower, and Greywolf.

GREYWOLF

The yellow light impacts Greywolf and disappears into him.  He
sits up, restored, in time to see.

CONAN AND THE PLANT

The last pod is hacked open and the plant itself EXPLODES!
tossing Conan onto the roof beside Greywolf.  Zula and Jezmine
land nearby.

MESMIRA

manages to call up a bit of magic and is surrounded by a
yellow-green glow.  (All we see is the glow, not Mesmira.)

GREYWOLF, CONAN, JEZMINE AND ZULA

stand and brush themselves off.  Conan looks around (o.s.).

                         CONAN
          Where's Mesmira?

WIDE ANGLE ON ROOF

There's no sign of Mesmira at all.

                         ZULA
          We couldn't be lucky enough to have her
          be destroyed with her evil plant.

NEEDLE

flies overhead, and drops the remains of the green-glowing
bulb into Greywolf's hands.

                         NEEDLE
          Mesmira's magic!  Now yours.

GREYWOLF

examines the bulb.  He looks at Conan.

                         GREYWOLF
          This is Stygian magic.

Greywolf holds the bulb out to Conan.

                         GREYWOLF (CON'T)
          You saved Xanthus.  This by rights is
          yours.  It might break Wrath-Amon's
          spell on your family.

Conan takes it gingerly.

                         CONAN
          Could it also break Mesmira's spell on
          your sister and brother?

Greywolf NODS.  Conan hands the seed pod back to him.

                         CONAN (CON'T)
          Then use it.

                                             DISSOLVE TO:

GREYWOLF AND WEREWOLVES

holds the bulb in both hands, and channels his magic through
it.  A golden-green beam of magic shoots from the bulb and
envelopes Sasha and Misha.   (NOTE:  The cage is distorted,
having been sucked toward the plant, but is still intact.)

Through the glow we see only the smallest of changes:  their
muzzles shrink a tiny bit, their hair shortens a little, but
it stops there.  The werewolves SNARL and fight the spell.

Greywolf closes his eyes to concentrate harder.  The glow
brightens, with more yellow than green.  The werewolves HOWL
in pain.

Suddenly, the bulb explodes in Greywolf's hands, and Greywolf
sinks to his knees, exhausted, head bowed.

                         GREYWOLF
          I've failed.

THE DOGS

There have been more changes.  The werewolves now look like
wolf-dogs of some sort (Irish Wolfhound-type).  Their eyes
have changed from red to Sasha and Misha's colors.  Sasha puts
her paw out through the bars of the cage, and pats Greywolf.

GREYWOLF

does a double-take, then looks up (o.s.) at his friends.

                         GREYWOLF
          Sasha and Misha are themselves again!

THE OTHERS

look skeptical.  But Needle agrees.

                         NEEDLE
          Open cage!  Open cage!

CHADO AND THE OTHER EARTH WIZARDS

surround the cage, and chant.

                         WIZARDS
          Est compositum metro nullo.

The cage disappears back into the earth from which it came.

GREYWOLF, SASHA AND MISHA

The wolf-dogs leap out of the cage, and bounce around
Greywolf, acting like puppies!  Greywolf hugs both dogs
tightly.

                         GREYWOLF
                   (to Sasha and Misha)
          I promise, no matter what it takes, I'll
          find a way to completely restore both of
          you.

                                             DISSOLVE TO:

EXT. CROSSROAD OUTSIDE OF XANTHUS - DAY

Conan on Thunder, with Greywolf, Zula and Jezmine mounted on
new horses, approach a crossroad.  (Misha and Sasha trot along
on either side of Greywolf's horse.)  At the crossroad, seated
on a rock is a bent, ragged old woman.  The riders stop.

                         JEZMINE
          It's a long way to the next city,
          grandmother.  May we offer you a ride?

The old woman bends her head sideways (heavy dowager's hump)
and looks up at Jezmine and the others.

                         OLD WOMAN (MESMIRA)
          A sweet and generous offer, child, but
          it isn't to the next city I am
          travelling.

                         JEZMINE
          Oh well.  Have a safe journey!

Jezmine turns to Conan while the Old Woman watches avidly.

                         CONAN
          Where do we go next?

                         JEZMINE
          I promised the circus I'd return for the
          Spring Festival performances.

                         ZULA
          And I must go back to my tribe for a
          time.  My father needs me.

                         GREYWOLF
          Conan, let's head East.  There are
          legends of powerful sorcerers there.

                         CONAN
          Then East it is!  We will all meet
          again, soon!

He knees his horse and takes off for the east, at a gallop.
Greywolf, Misha and Sasha follow.  Jezmine and Zula take the
South road.

HOLD ON OLD LADY

As the four heroes disappear into the distance, the old lady
throws off her disguise, revealing herself as MESMIRA!

                         MESMIRA
          Yes, my dear Conan.  We will meet again.

                                             FADE OUT:

                                             END ACT THREE


This script is copyright 1992 by Katherine Lawrence.

    Source: geocities.com/televisioncity/taping/7814

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