In 1982, three 12-year-olds from Mississippi set out to remake Raiders of the Lost Ark. This was no weekend project: Eric Zala, Jayson Lamb and Chris Strompolos intended to replicate the 1981 George Lucas/Steven Spielberg blockbuster shot-for-shot. They'd use a rented video camera, rather than shooting on 35mm. With no access to A-list (or B- or even D-list) actors, they cast their buddies from middle school instead.

While Lucas and Spielberg spent $26 million on their Raiders, the Mississippi kids had only their pocket money. Plus, none of them had ever made a movie. Nonetheless, over the course of seven sweltering summers, with a total budget of about $5,000, Zala, Lamb and Strompolos completed a 100-minute work that, if passion, commitment and degree of difficulty are your criteria, stands as the greatest fan film yet made.

Here's an exclusive online look at the remaking of the famous Indiana Jones-hijacking-the-Nazi-caravan scene in Raiders of the Lost Ark. Read the inside story of this scene. Video: © Chris Strompolos, Eric Zala, Jayson Lamb

For more, visit wired.com/video.The boys premiered Raiders: The Adaptation in an auditorium at a local Coca-Cola plant in 1989 and then, not realizing what they had, tucked the film away for nearly 15 years. In 2003, a VHS tape of Raiders: The Adaptation fell in the hands of Ain't It Cool News guru Harry Knowles, who played it at his Butt-numb-a-thon festival. It was a hit. Almost immediately, Strompolos, Zala and Lamb's phones began to ring.

They were invited to Lucas' Skywalker Ranch (they said they geeked out when given the chance to touch the Ark of the Covenant prop) and given a tour of Spielberg's Amblin Entertainment studio, where they met with their hero. But, nervous about legal issues (having pirated the story, characters and music, they knew there was no chance of clearing rights), the filmmakers did their best to keep their movie beneath radar.

Knock on wood, Hollywood lawyers haven't seemed to mind, perhaps in part because the filmmakers donate all proceeds to charity.

The small-town filmmakers, now all grown up, should feel emboldened. With cameras about to roll on Spielberg's Indiana Jones 4, interest in all things Raiders will soon explode.

A Paramount film about the boys, produced by Scott Rudin (The Truman Show, The Queen, The Hours), with a screenplay by Oscar-nominated scribe Daniel Clowes (Ghost World, Art School Confidential), is well on its way to production. And with DIY-filmmaking mania at its YouTube-inspired heights, the backyard epic that was shot by three kids in the county seat of Gulfport is well positioned to become a pop phenomenon.

Zala, a former manager at the gaming companies Activision and Electronic Arts, and Strompolos, an actor, writer and independent producer, hope the attention boosts Rolling Boulder Films, their new film production company. Lamb, a multimedia artist, is working on a making-of documentary called When We Were Kids.

Zala, Strompolos and Lamb began their Raiders: The Adaptation odyssey 25 years ago by sneaking a tape recorder into a Raiders screening. Listening to the dialog and sound effects, Zala, Strompolos and Lamb spent a year creating a notebook (Book of Ideas and Memos. Indy and Toht's Notes: Don't Touch!!) filled with detailed storyboards.

Next, they began to shoot, nearly incinerating Zala and his mom's house during the first take of the Nepalese bar scene. (In one outtake, a pre-teen crewmember studies the directions on the fire extinguisher while flames spread through the basement.)

The three filmmakers used one real gun in their remake of Raiders of the Lost Ark. The rest? Plastic. They also started lots of fires. Click for the behind-the-scenes story and words of warning. Video: © Chris Strompolos, Eric Zala, Jayson Lamb

For more, visit wired.com/video.The boys were grounded from filmmaking ("Does it have to be fire?" Zala remembers his mom asking him. "How come Indy can't just hit the bad guys with, say, a big ol' sack of leaves?"), a ban lifted only after they agreed to adult supervision. Worse, the first summer's worth of footage sucked.

"The hardest thing for me was that we worked so hard and the end results looked so crappy," Zala said about that first summer. "But we didn't give up. We shot scenes over and over and over and picked up things about lighting, composition, mise en scene, acting. Slowly it began to take form and become good."

By the time the trio had wrapped production years later, they had hit their stride. The final Raiders: The Adaptation is a rowdy celebration of teen spirit: kids trying to look tough, setting stuff on fire and risking life and limb in a fantasy world of rugged heroism and crooked-smiling villainy. Strompolos, who played Indy, had his first kiss on screen, with Angela Rodriguez, who played Marion. Their mouths kept going after Zala yelled "Cut!"

There were setbacks. Zala nearly suffocated while making a plaster cast of his head. In removing it, doctors at the hospital plucked both his eyebrows off. (Lesson learned: use papier-mâché, not cement plaster.) With no monkey available to play Marion's mascot, the teens were forced to cast Snickers, a beagle-terrier mix, instead. The crew transformed Boy Scout uniforms into Nazi costumes and suburban Mississippi woods into the Amazonian rainforests, and spent four years creating a giant boulder to chase Indy.

A 15-year-old Chris Strompolos, as Indiana Jones, flees a fiber-glass boulder. Check out how the boys made the rock. Video: © Chris Strompolos, Eric Zala, Jayson Lamb

For more, visit wired.com/video.All of Raiders: The Adaptation's effects were done in camera – no digital touch-ups here. The film, shot on VHS, is grainy and at times nearly inaudible, but the cast and crew's unadulterated love for the source material is crystal clear.

"Being a kid, you don't know what you can't do, which is helpful when you are trying make a $26 million film on your allowance," Zala said. "(Kids') motivations are the purest, and they aren't unduly swayed by commercial considerations or a Teamsters strike or even the mortgage. It's about the love of the story."

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