<Li> Karen Allen as Marion Ravenwood, a spirited, tough former lover of Indiana's . She is the daughter of Abner Ravenwood, Indiana Jones' mentor, and owns a bar in Nepal . Allen was cast after auditioning with Matheson and John Shea . Spielberg was interested in her, as he had seen her performance in National Lampoon's Animal House . Sean Young had previously auditioned for the part, while Debra Winger turned it down . </Li> <Li> John Rhys - Davies as Sallah, "the best digger in Egypt" according to Indiana, who has been hired by the Nazis to help them excavate Tanis . He is an old friend of Indiana's, and agrees to help him obtain the Ark, though he fears disturbing it . Spielberg initially approached Danny DeVito to play Sallah, but he could not play the part due to scheduling conflicts . Spielberg cast Rhys - Davies after seeing his performance in Shōgun . </Li> <Li> Ronald Lacey as Major Arnold Toht, an interrogator for the Gestapo and Jones' nemesis, who tries to torture Marion Ravenwood for the headpiece of the Staff of Ra . He is killed by the Ark's supernatural powers . Lacey was cast as he reminded Spielberg of Peter Lorre . Spielberg had originally offered the role to Roman Polanski, who was intrigued at the opportunity to work with Spielberg but decided to turn down the role because he wouldn't be able to make the trip to Tunisia . Klaus Kinski was also offered the role, but he hated the script, calling it "moronically shitty". Michael Sheard, who ended portraying Captain Oskar Schomburg in the film, also auditioned for the role, but he lost out to Lacey . </Li> <Li> Denholm Elliott as Dr. Marcus Brody, a museum curator, who buys the artifacts Indiana obtains for display in his museum . The U.S. government agents approach him with regard to the Ark's recovery, and he sets up a meeting between them and Indiana Jones . Spielberg hired Elliott as he was a big fan of the actor, who had performed in some of his favorite British and American films . </Li>

Where was indiana jones and the raiders of the lost ark filmed