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Kramer vs. Kramer (1979) movie script

by Robert Benton.
Based on the novel by Avery Corman.
Revised Third Draft. July 14, 1978.

More info about this movie on IMDb.com
FADE IN:

1	INT. OFFICE, ADVERTISING AGENCY, MIDTOWN - EVENING

WIDE SHOT--A large and very comfortable office over-
looking St. Patrick's Cathedral.  At the moment the
office is filled to bursting with men and women, slumped
in chairs, sitting on desks, all of them very tense.
Among the crowd of people we note:  MURRAY FISHER, a
young and very ambitious junior executive and PHYLLIS
BERNARD, an attractive woman in her early thirties.
She is a lawyer with the agency.

At the moment, TED KRAMER, nice-looking without being
what you would call a matinee idol, paces back and
forth.  His tie is loosened, he checks his watch every
fifteen seconds.  Clearly he is very distraught.

			TED
		(predicting the worst)
	They're not gonna call...I tell
	you they're not gonna call.  I
	blew it.  I don't know what I
	did wrong, but I--

REVERSE ON JIM O'CONNOR--Ted's boss and good friend.
He is in his middle fifties, nattily dressed with the
slightly bleary look of a heavy drinker.  He sits back
in his chair with his feet propped on the desk and a
drink in one hand.

			O'CONNOR
		(not unfriendly)
	Ted, will you take it easy?
	Revlon's not about to drop an
	account that represents more
	than two million in gross
	billing receipts in a small
	agency like this, without making
	us sweat.  Now just relax, okay?
	Everything's gonna be fine.

			TED
		(at this stage,
		nothing will help)
	I don't think so, Jim.  Maybe I
	shouldn't have--

Sound-effect:  the phone rings.
Everyone freezes.  As O'Connor reaches for the phone,

							CUT TO:

2A    INT. CHILD'S ROOM, KRAMER APT. - EVENING

The room is dark, the only light coming from a small
night light.  We SEE a beautiful five year old boy
(BILLY KRAMER).  He lies in bed, half asleep.  HOLD
FOR A BEAT as a beautiful woman (JOANNA KRAMER) leans
over, kisses the child and hugs him tightly to her.

			JOANNA
		(intense)
	I love you, Billy...

			BILLY
		(drowsy)
	I love you too, mommy...Good-
	night...

ON JOANNA--She gets up from the bed and starts toward
the door of the child's room.

			JOANNA
	Sleep tight...

			BILLY
	Don't let the bedbugs bite...

Joanna stops in the doorway, silhouetted against the
light.  She turns, takes a last look at her son, then
steps outside.

							CUT TO:

3	INT. HALLWAY - EVENING

ON JOANNA--Now that the light is brighter, we can SEE
her more clearly.  In her mid-thirties, she is beauti-
ful, dressed in a style that can best be described as
Bloomingdale's.  HOLD FOR A BEAT as she leans against
the door.  It is clear from her expression that she
is terribly upset.  Then, making up her mind, she
crosses to a closet and takes out a suitcase.

4	THE CAMERA TRACKS WITH HER as she carries it into the
bedroom, lays it out on the bed and opens it.  PAN WITH
HER as she crosses to a closet, grabs an armload of
clothes and dumps them helter-skelter into the
suitcase.

							CUT TO:

5	INT. O'CONNOR'S OFFICE - EVENING

It is a few minutes later, the news has obviously been
good because there is a general celebration in progress.

Jim O'Connor, now standing, raises one hand for
silence, then making a toast.

			O'CONNOR
	Here's to Ted Kramer.

Cheers and good-natured jokes.

			O'CONNOR
		(putting an arm around
		Ted squeezing him tight)
	I wanna tell you something about
	this little runt.  He went out
	there and sold the shit out of
	Revlon and that's why we got
	the account.  It was his idea,

	it was his concept, right down
	the line...

More hoots and cheers.  People start to yell "Speech."

			TED
		(embarrassed, but
		cannot stop grinning)
	All I can say...All I can say
	is this is maybe one of the five
	best days of my whole life...

							CUT TO:

6	INT. BATHROOM, KRAMER APT. - EVENING

Joanna stands at the medicine cabinet, going through
it, packing things in a travel kit:  rollers,
deodorant, makeup, birth control pills.  She starts
to take a small bottle of perfume that has only an
eighth of an inch of fluid left inside, hesitates,
then puts it back.
							CUT TO:

7	INT. O'CONNOR'S OFFICE - EVENING

Now some time has passed, most of the crowd has gone
and only the regulars are left.

			TED
		(in the middle of
		a story)
	So anyway Jim and I are making
	the pitch, right?  And all of
	a sudden this old guy starts to
	cough and I keep on going and
	he keeps on coughing and I
	keep on going and he keeps on
	coughing and--

Murray Fisher leans over, shakes Ted's hand.

			MURRAY
		(interrupting)
	Congratulations, Ted.  That was
	a hell of a job.

			TED
		(surprised)
	Where you goin' Murray, it's
	early?

			MURRAY
	Got to get home.

			TED
		(glancing at his
		watch)
	Oh, Christ, I'm late...I gotta
	get out of here.
		(however, instead
		of going, he
		settles back and
		resumes his story)
	So anyway, I look over and this
	old geezer is starting to turn
	blue and I swear to God the only
	thing I can think about is that
	this poor sonofabitch is gonna
	die on me and screw up the pitch.

							CUT TO:

8	INT. KITCHEN, KRAMER APT. - EVENING

INSERT: A long and meticulous list that Joanna is making
out of the phone numbers and addresses of doctors and
hospitals, of what the various medicines are for, and
of the foods that Billy is and isn't permitted to eat.

WIDER ANGLE--as Joanna puts the finishing touches on
the list and carefully arranges it on top of the kitchen
counter next to a box of unsweetened, whole grain cereal
and a jar of honey.

Note:  It is this same set of notes that Ted will later
unthinkingly throw away.

							CUT TO:

9	EXT. OFFICE BUILDING, MIDTOWN - NIGHT

WIDE SHOT--as the doors to the outer lobby open and
Ted and O'Connor appear.  Ted starts to hail a cab,
O'Connor stops him.

			O'CONNOR
	Hey, what's the rush?  C'mon,
	walk me a couple of blocks.

			TED
	Jim, I've got to go.  I'm
	already late--

			O'CONNOR
	Listen, Ted...I just want to tell
	you, when old man Schmidt retires
	next year, I've got a pretty

	good feeling they'll kick me
	upstairs...

He turns and starts to walk off down the street, Ted,
of course, follows.

			O'CONNOR
	...and when they do, I just want
	you to know I'm takin' you along
	with me.

							CUT TO:

10    INT. BEDROOM, KRAMER APT. - NIGHT

CLOSE ON JOANNA--as she goes through her jewelry case,
taking some things, leaving others.  In the B.G. we
SEE a framed photograph of Billy, smiling, looking
into the camera.
							CUT TO:

11    EXT. STREET - NIGHT

ON TED AND O'CONNOR--tracking with them as they walk.

			O'CONNOR
		(feeling no pain)
	Y'know, Ted, I mean what I said
	back there.  You did a hell of a
	job on this and I want you to
	know I'm turning the whole
	show over to you.


			TED
		(thrilled)
	Wow!

			O'CONNOR
	I mean it Ted, you're running
	this one.

							CUT TO:

12    INT. BEDROOM, KRAMER APT. - NIGHT

WIDE SHOT--The suitcase is now full.  Joanna zips it
shut and looks around to make sure that she hasn't
forgotten anything.

Then, she hefts her suitcase and starts out of the room.

							CUT TO:

13    INT. FOYER - NIGHT

WIDE SHOT--Joanna carries in the suitcase, sets it by
the front door, then she crosses to the living room and
sits down at the dining table.

CLOSER IN ON HER--She takes out a list made on the back
of an old envelope.  As she begins to review it, check-
ing off some items:

O.S. Sound: A key turning in the lock.

As Joanna looks up,

							CUT TO:


HER P.O.V.: as the door swings open to reveal Ted Kramer,
an enormous grin on his face, a bottle of champagne in
his hand.  He is so full of himself that he doesn't
notice there is anything wrong.

Note:  Throughout the entire scene he carries the bottle
of champagne, never putting it down.

			TED
	I thought you might just like to
	know that at five-fifteen this
	afternoon we were officially
	handed the Fire and Ice account
	by Revlon.

CROSS-CUTTING BETWEEN THEM:

			JOANNA
		(she takes a deep
		breath, then:)
	Ted, I'm leaving you.

			TED
	That represents a gross billing
	in excess of two million--
		(hearing her)
	What?!

Joanna opens her purse, takes out her keys and wallet.

			JOANNA
	Here are my keys.  I won't be
	needing them any more.

Note:  Ted does not for a moment believe that his wife
will really leave him.  All he can think of right now
is that he will have to spend the rest of the evening
coping with one of her moods.

			TED
		(sardonic)
	I'm sorry I'm late, all right?
	I'm sorry I didn't call--I was
	busy making a living.

CROSS-CUTTING BETWEEN THEM:  Joanna doesn't even bother
to look up at him.  She opens her purse, takes out her
wallet and begins removing credit cards.

			JOANNA
	My American Express...My
	Bloomingdale's Credit Card...
	My check book--

			TED
		(the martyr)
	Okay, okay...What is it this
	time? What did I do now?...

			JOANNA
		(ignoring this)
	I took two thousand out of the
	savings account.  That was what
	I had in the bank when we got
	married.

			TED
	Joanna, whatever it is, believe
	me, I'm sorry.

			JOANNA
	Here are the slips for the laundry
	and the cleaning.  They'll be
	ready on Saturday.

			TED
		(hard lining it)
	Now listen, before you do something
	you'll really regret you'd better
	stop and think--

			JOANNA
		(not bothering to
		look up)
	I've paid the rent, the Con-Ed
	and the phone bill, so you don't
	have to worry about them.

She checks off the last item on her list as her husband
watches, dumbfounded.

			JOANNA
	There, that's everything.

Joanna gets to her feet and starts toward the front
door.  In an instant Ted is after her.

			TED
		(panic starting)
	For God's sake, Joanna, would
	you at least tell me what I did
	that's so terrible!  Would you
	do me that little favor?

ON JOANNA--at the door.

			JOANNA
	Look, it's not your fault, okay?
	It's me.  It's my fault--you
	just married the wrong person.

			TED
		(placating her)
	So we've got problems.  Everybody's
	got problems--that's normal--

Joanna opens the door and they step out into the hallway.


14    INT. HALLWAY OUTSIDE KRAMER APT. - EVENING

			JOANNA
	Ted, you're not listening to me.
	It's over, finished.

			TED
	I'm listening, Joanna--believe me,
	I'm listening.  My wife is walking
	out on me after eight years of--

			JOANNA
		(bitter)
	You just don't get it, do you?
		(as though to a child)
	I - am - really - and - truly -
	leaving - you.

			TED
	I heard you, Joanna.  I promise
	I heard you.

			JOANNA
	No you didn't.
		(quietly)
	You didn't even ask about Billy.

			TED
		(stiffening)
	What about Billy?

			JOANNA
	I'm not taking him with me.

			TED
	What?

			JOANNA
		(tears start)
	Ted, I can't...I tried...I really
	tried but...I just can't hack it
	anymore...

			TED
	C'mon, Joanna, you don't mean
	that.  You're a terrific mother--

			JOANNA
		(from her gut)
	I am not!  I'm a terrible mother!
	I'm an awful mother.  I yell at
	him all the time.  I have no
	patience.  No...No.  He's better
	off without me.
		(unable to look
		at Ted)
	Ted, I've got to go...I've got
	to go.

			TED
		(desperate)
	Okay, I understand and I promise
	I won't try and stop you, but you
	can't just go...Look, come inside
	and talk...Just for a few minutes.

			JOANNA
		(pleading)
	NO!...Please...Please don't make
	me stay...I swear...If you do,
	sooner or later...maybe tomorrow,
	maybe next week...maybe a year
	from now...
		(looking directly
		at him)
	I'll go right out the window.

Sound-effect:  The elevator approaching.

CROSS-CUTTING BETWEEN THEM--There is nothing more that
can be done, this is the last moment of intimacy.

			TED
		(quiet)
	Where are you going?

			JOANNA
	I don't know...

The elevator door opens, Joanna steps inside.

			TED
	Do you want me to help you get a
	cab?

Joanna shakes her head.  The elevator door closes behind
her and it starts to descend.

ON TED KRAMER--He stands for a moment, stunned, unable
to move.  Then he turns and races back into the
apartment.


15    THE CAMERA TRACKS WITH HIM as he rushes across
to one of the living room windows, throws it open
and leans out.


16    HIS P.O.V.: looking down to the street from the
eighth floor. We SEE Joanna step off the curb and
hail a passing taxi.

			TED
		(calling out)
	Joanna!?.. .Joanna?!

Either she doesn't hear him or else she pays no attention.
She gets into the cab, closes the door behind her and it
drives away.
							CUT TO:

17    INT. APT. - NIGHT

ON TED--as he stands for a moment watching the taxi as
it disappears.  Then, slowly, he closes the window,
turns, and AS THE CAMERA TRACKS WITH HIM, walks into
the bedroom.

The bedroom is a mess: the closet door stands open,
inside Joanna's section is empty except for some shoe-
boxes and a few dresses that are scattered across the
floor.  Several dresser drawers have been pulled out
and their contents emptied.  HOLD IN A WIDE SHOT-as Ted
wearily picks up one of the dresses and hangs it back
on its hanger in its proper place, ready for Joanna's
return.  As he continues straightening up the room,

THE CAMERA SLOWLY FADES TO BLACK.

FADE IN:

18    INT. LIVING ROOM - VERY LATE AT NIGHT

WIDE SHOT--Ted Kramer paces back and forth, eyeing the
phone.  Then, coming to a decision, he crosses to it,
picks up the receiver and starts to dial.

							CUT TO:

19    EXT. APT. BLDG. - LATE AT NIGHT

WIDE SHOT--The building is dark except for the Kramer
apartment which is ablaze with lights.  HOLD as we HEAR:

Sound:  The phone ringing.  Then:

			WOMAN'S VOICE
		(obviously asleep)
	Huh.. .Hello?

			TED
		(righteous)
	All right, Thelma...That's it.
	I've had it.  You can call your
	good friend Joanna Kramer and tell
	her enough is enough, okay?  I
	mean, I don't know what I did,
	but you can tell her she's made
	her point.

			WOMAN'S VOICE
	Ted, what are you talking about?!

			TED
	Don't play innocent with me,
	Thelma.  You know perfectly
	well what's going on.

			WOMAN'S VOICE
		(exasperated)
	Ted, I don't understand a word
	you're saying.  Where's Joanna?

			TED
	Ha!  You tell me.

Sound-effect, as Ted slams down the receiver.

20    Instantly a light is turned on two floors below.

							CUT TO:

21    INT. FOYER, KRAMER APT. - NIGHT

ON THE FRONT DOOR--as we HEAR:

Sound-effect:  the doorbell rings.

A moment later Ted opens the door and THELMA PHILLIPS
enters.  She is a neighbor (Apt. 6-B) and Joanna
Kramer's best friend.  About four months ago Thelma
and her husband Charley were divorced.  Until then the
two families had been very close, the Kramer's son
(Billy) being about the same age as the Phillips'
daughter (Kim).  With the divorce, however, the Kramers
tried to remain friends with both Thelma and Charley
and that has caused a certain amount of friction.

Thelma is an attractive woman in her mid-thirties.  She
dresses well, works out religiously at Jack LaLanne's
and goes to a therapist twice a week.  She is also given
to acting the lay analyst with her friends.  Thelma is
generous with her advice, sharing the wealth so to speak.
With all of this she is kind, loyal and a loving friend.
At the moment, however, she is all business.

			THELMA
		(looking around,
		suspiciously)
	All right.  What's going on?

ON TED--From his attitude it is clear that there is no
love lost between them.


			TED
	All right, Thelma, you want to
	know what's going on?  I'll tell
	you what's going on.  I'll tell
	you exactly what's going on.

			THELMA
	Look, Ted, all I--

			TED
		(starting to
		really roll)
	I came home tonight.  We just got
	the Fire and Ice account at the
	agency.  Do you know what that
	means?!  Do you understand
	what that means?  It means that
	it was maybe one of the five
	best days in my whole life.

			THELMA
	Ted, all I wanted to know was
	where--

			TED
		(not letting her get
		a word in edgewise)
	I walk in the house and before
	I can say "How are you?", "Did
	you have a nice day?" before I
	can say anything.   Pow she's
	out the door.

			THELMA
	OhmyGod.  Didn't she say anything?
	She must've said something.

			TED
		(sarcastic)
	Yeah, she said it wasn't any
	use talking anymore.

			THELMA
	Ted, don't be so hostile.

Ted draws himself upright with the dignity of the
Ambassador to the Court of St. James.  However, during
the following, he begins pounding the pillows on the
couch into shape with real vehemence.

			TED
	Hostile?
		(pow)
	Me?
		(whack)
	Thelma, I'm not hostile.
		(thud)
	I am anything but hostile.
		(sock)
	But if you want to know what
	I am.  I'll tell you what I am.
	What I am is, I am hurt.  I am very
	hurt.  And I just want to know
	one thing, okay?  Just one thing
	...Why?  That's all I want to
	know...Why?

			THELMA
		(how to say this)
	Ted, Joanna and I used to talk a
	lot and...well, she told me a lot
	of...ah, things about the two of
	you.

			TED
		(instantly nervous)
	Things? What kind of things?

				THELMA
		(clearly she knows
		more than she's
		willing to say)
	I mean...things.  Ted, Joanna's
	very unhappy and--

			TED
		(flash of anger)
	Listen, Joanna Kramer's got a
	goddamn good life.  She's got a
	husband that loves her.  She's
	got a terrific kid.  She's got
	a wonderful home--

			THELMA
		(getting mad herself)
	What d'you know about how Joanna
	felt?  You went off to an office
	every morning and you'd come
	dragging home at seven or eight
	every night and as long as dinner
	was on the table you thought
	everything was swell.

			TED
	Did it ever occur to you guys
	that Joanna Kramer's not the
	easiest person in the world to
	live with?!  Did it?!  For one
	thing she's always thirty minutes
	late.  You can set your watch
	by it--

			THELMA

		(exasperated)
	So she's late.  What's the big
	deal.  That's just a way of saying,
	"Pay attention to me."

			TED
		(not listening)
	Two.  She is getting to be a real
	hermit or recluse or whatever it
	is you call it.  Thelma, do
	you know where I could be in
	this business if I had a wife
	that entertained or went out
	socially--

			THELMA
	Oh for shit's sake, Ted, you are
	the most selfish human being I
	have ever met.  No wonder she
	said you came first, then Billy,
	then, if there was anything left
	over, she got the scraps.

			TED
	Joanna said that?

Thelma nods.

			TED
	Then how come she never said
	anything like that to me?

			THELMA
	Maybe she didn't feel like she
	should have to.  Maybe she
	felt like if you'd been paying
	any real attention to her to
	start with, maybe you would've
	noticed.

			TED
		(stung)
	Boy, you guys are really something,
	y'know?  I'd like to know one
	thing, okay--just one little
	thing.  Did you tell Joanna
	she should leave me?

			THELMA
		(stiffly)
	No.

She turns and starts toward the front door, Ted at
her heel.

			TED
	Y'know something Thelma--you are
	the typhoid Mary of divorce.
	I mean it.  Joanna and I never
	had any trouble until you and
	Charley split up.

			THELMA
	Ted, divorce is a terrible thing.
	I know, I went through it.
	You've got to believe I did
	everything I could to get Joanna
	to stay.
		(pause)
	But I'll tell you something.
	You may not want to hear it,
	but it took a lot of courage
	for Joanna to do what she just
	did.

			TED
	I'd like to know what the hell
	kind of courage it takes to walk
	out on your husband and your child?

CLOSE ON THELMA--That stops her dead in her tracks.
She had always assumed that Joanna took Billy with her
when she left.

			THELMA
	Joanna left Billy?  She didn't
	take him with her?

Ted shakes his head.  There is a long beat of silence.

			THELMA
		(stunned, quiet)
	Oh Shit.

							CUT TO:

FADE IN:

22    EXT. KRAMER APT. BLDG. - EARLY MORNING

WIDE SHOT--It is a beautiful sunny morning and the
super stands in front of the building hosing down the
sidewalk.  HOLD as a garbage truck enters FRAME and the
garbage men begin loading sacks of trash into the back
of the truck.  As it begins to grind up the garbage with
an ungodly sound, THE CAMERA PANS UP TO THE EIGHTH
FLOOR WINDOWS.

							CUT TO:

23    INT. BILLY KRAMER'S BEDROOM - EARLY MORNING

MED. SHOT--Billy Kramer lies in his bed, fast asleep.
HOLD FOR A BEAT as we HEAR:

O.S. Sound:  From the street below, the garbage truck
grinding up garbage.

A moment later, Billy opens his eyes, struggles to his
feet and, AS THE CAMERA TRACKS WITH HIM, trudges
sleepily out of his room, across the hall and into
the bathroom.


24    INT. BATHROOM - EARLY MORNING

As the child stands in front of the toilet, eyes closed,
we HEAR:

O.S. Sound-effect: as the child pees noisily.

Then, when he is finished, he turns and, without bother-
ing to flush the toilet, shuffles down the hall and
into his parents' bedroom.


25    HIS P.O.V.:  The bed is empty, there is no sign
that anyone has slept in it.

ON BILLY--a look of suspicion on his face, he turns and
starts back down the hall toward the living room.


26    INT. LIVING ROOM - EARLY MORNING

As Billy enters, looks around.

HIS P.O.V.: Ted Kramer, still fully dressed, looking
like the wrath of God is asleep in the chair.

ON BILLY--as he marches across to his father.

			BILLY
	Where's mommy?

ON TED--His eyes open, he looks around startled.

			TED
	Huh?...Oh God...What time is it?

CROSS-CUTTING BETWEEN THEM:

			BILLY
		(suspicious)
	The little hand is on the six and
	the big hand is on the nine.
	Where is mommy?

			TED
		(trying to pull
		himself together)
	Oh, Christ...Ah, yeah...you want
	to know why mom's not here, right?

Billy nods.

			TED
		(bullshit)
	Okay, I'm going to tell you...
	It's like this.  Mommy and daddy
	had a little argument and mommy
	decided she wanted to go off by
	herself for a little while.  You
	know how sometimes you get mad
	and want to go off and be by
	yourself? Well, it's like that,
	okay?  Okay.
		(subject closed)
	Now how about some breakfast?

Ted struggles to his feet and THE CAMERA TRACKS WITH
THEM as they start toward the kitchen.

			BILLY
	When is mommy coming back?

			TED
		(lying)
	Soon.  Very soon.

By now they are inside the kitchen, Ted looks around.


27    HIS P.O.V.: There, on the kitchen cabinet is a
box of "natural grain" cereal, a jar of honey, some
wheat germ, and a banana, with carefully written
instructions from Joanna underneath.

ON TED--He takes one look at the note, crumples it
up and tosses it in the wastebasket.

			TED
		(the camp counselor)
	I'll tell you what, kiddo--why
	don't I fix us some French toast?

			BILLY
		(impressed)
	Wow!  French toast, really?

			TED
		(the camp counselor)
	Sure.  Didn't I ever tell you
	French toast was my specialty?
	I'll bet I never told you that.
	Now then, the first thing we
	need is...
		(trying desperately
		to remember)
	... eggs!  Right?

Billy nods.  Ted opens the refrigerator and takes some
eggs.

			TED
	This is terrific ... isn't this
	terrific?

As Ted begins the process of making French toast, it
soon becomes obvious that he has no idea of what he is
doing.  What follows is a symphony in incompetence on
Ted's part.  He breaks the eggs into a bowl and ends up
with most of the shell mixed up with the egg.  Then he
takes a piece of bread and drops it into bowl.

			TED
		(saying it will
		make it so)
	I'm having a good time...Are you
	having a good time?

ON BILLY--watching all of this with increasing
apprehension.

			BILLY
	You forgot the milk.

			TED
		(still the camp
		counselor)
	That's right.  You're absolutely
	right...It's been a long time
	since I made French toast.

Ted takes a container of milk, pours it into the bowl
so that it is filled to the brim.  Then he sloshes the
bread around until it is half-dissolved.

			TED
	Look at this, isn't this
	something?!

He lops off a huge hunk of butter, drops it into an
omelet pan and turns up the flame.

ON BILLY--watching.  He looks as though he is about to
throw up.

			BILLY
	What about my orange juice?

			TED
		(the counterman)
	Right.  One O.J. coming up.

He opens the refrigerator and starts to get the orange
juice.  As he does, black smoke begins to billow
ominously from the frying pan.

			BILLY
		(scared)
	Daddy!!!

Ted turns, spots the smoke.

			TED
	Don't worry.. .Everything's

	fine...

He lunges for the handle of the frying pan, which by
now is very hot.  He grabs it, lets out a howl of pain
and the whole mess, frying pan, butter, bread, goes
crashing to the floor.

CLOSE ON TED--Suddenly all the rage comes pouring out.

			TED
	Goddam! Son of a bitch!

REACTION, BILLY--terrified.

WIDE SHOT--as Ted kneels down and begins to clean up
the mess.

			TED
		(to himself as much as
		to Billy)
	It's okay.  It's gonna be okay...
	Everything's going to be all
	right.

							CUT TO:

28    EXT. STREET - DAY

ON A BUS--as it pulls to a stop.  The doors open and a
stream of mothers and children get off.  Among them
we spot Ted Kramer with Billy.  As they start across
the street, Ted reaches down and takes hold of Billy's
hand.  The moment they get to the far side, Billy
takes his hand away from Ted's and wipes it on his
pants.  Clearly Ted's hands are very sweaty.

CLOSER IN ON THEM:  As they start down the block toward
Billy's school.

CLOSER IN ON THEM

			BILLY
	When is mommy coming back?

			TED
	Soon.  I told you before, very
	soon.

			BILLY
		(nervous)
	Will she pick me up after school?

			TED
	No.  If I'm not here, you go
	home with Thelma and Kim.

			BILLY
	What if she forgets?

			TED
		(weary)
	I'll call Thelma and remind her,
	okay?  Don't worry.

They walk in silence for a few steps, then:

				BILLY
	But what happens if she's on
	her way to school and she gets
	runned over by a truck and killed?
	What happens them?

Ted looks at Billy in amazement.

WIDE SHOT--as the two of them enter the school and
disappear from view.

							CUT TO:

29    INT. OFFICE, TED'S AGENCY- DAY

ON THE ELEVATOR DOORS--as they open and Ted steps out
looking like the wrath of God.  THE CAMERA TRACKS WITH
HIM as he crosses the waiting room toward the inner
offices.

ON THE RECEPTIONIST--glancing up as he passes.

			RECEPTIONIST
		(cheerful)
	Congratulations, Mr. Kramer.

ON TED--looking at her like she has lost her mind.
Nevertheless he continues on, passing through swinging
doors into a long corridor lined with secretaries'
desks and offices leading off of it.  Suddenly a
younger man rushes up, grabs Ted's hand and starts to
pump it vigorously.

			YOUNG MAN
	Terrific news, Ted.

Another nut.  Ted smiles at the man, humoring him and
continues toward his office.  O'Connor appears, throw-
ing his arm around Ted, squeezing him in a bear hug.

			O'CONNOR
	Hey...Look who was out celebrating
	last night.

Suddenly Ted realizes that all these people are con-
gratulating him for getting the Fire and Ice account.

				TED
		(trying to appear
		nonchalant)
	Uh, Jim...Can I talk to you?

							CUT TO:

30    INT. O'CONNOR'S OFFICE - DAY

Ted and O'Connor sitting across from one another.
O'Connor has just heard the news.

			O'CONNOR
	Jesus Christ.  That's a real
	blockbuster.
		(shakes his head)
	I always figured you guys had
	it made.

			TED
		(morose)
	You want to know the real
	kicker?  The real kicker is,
	for the first time in my life--
	the first time--I feel like a
	loser.

O'Connor nods sympathetically.  Actually he is praying
that Ted won't start to cry.

			O'CONNOR
		(stiff upper lip)
	Listen, don't let it get you down.
		(doesn't believe
		it for a second)
	You're going to be fine.

			TED
		(toujour gai)
	Me?  I've never been better.
	I mean having my wife walk out
	on me after seven years of
	marriage agrees with me just
	fine.

			O'CONNOR
	Look, Ted, I'm the oldest whore
	on the beat, okay?  Three
	marriages, two divorces...You're
	gonna be okay.

			TED
		(wishful thinking)
	I'm going to be okay.  The way
	I see it, Joanna'll come home,
	it's just a matter of time.

			O'CONNOR
		(emphatically)
	She'll be back...

Ted nods in agreement.  There is a beat of silence as
both men consider Joanna's imminent return.  Then:

			O'CONNOR
		(trying to be tactful)
	But...just in case...I mean,
	just on the off chance she doesn't.
	What are you going to do about
	the kid?

				TED
		(the wind goes
		out of him)
	I don't know, Jim.  This whole
	thing has happened so...Pow--
	like that.

			O'CONNOR
		(a friend having to
		say something very
		difficult)
	Look, it's none of my business,
	so you can tell me to butt out,
	okay?  But if you want my advice,
	you'll send Billy away to stay
	with relatives for a while.  Just
	until you get yourself straightened
	out.

			TED
		(doubtfully)
	I don't know, Jim...

			O'CONNOR
		(the Dutch uncle)
	Ted, this may sound a little
	rough, but we've just landed the
	biggest account in the history
	of this agency, right? And now
	it's up to us--that's you and me
	--to deliver the goods.  Ted,
	you're my main man, and if I
	can't depend on you a hundred
	and ten percent, twenty-four
	hours a day, because you're
	worried about a kid with a runny
	nose--

			TED
	Jim, I appreciate what you're
	saying.  I mean it, but I really
	think Joanna's coming back.

ON O'CONNOR--clearly he doesn't believe this.

			O'CONNOR
	I hope you're right, Ted...I
	really hope you're right.

							CUT TO:

31    INT. FOYER, KRAMER APT. - DAY

INSERT: TIGHT ON AN ENVELOPE:  It is postmarked
Denver, Colorado.  The letter is addressed to Billy
Kramer and it is from Joanna.

ON TED--as he rips open the letter.

			TED
	Billy!

ON BILLY--He sits in the living room watching television,
a chocolate doughnut in one hand and a remote control
device for watching television in the other.

Off-screen Sound:  a Saturday morning kiddie program
from the television set.

			BILLY
		(focused on T.V.)
	Uh, huh...

			TED
	You got a letter from mom.

Instantly, Billy turns down the volume of the
television.

			BILLY
		(excited)
	When is she coming home?!

ON TED--as he starts to read, slowly, carefully, so
that Billy can absorb it.

			TED
	"My dear, sweet Billy:  Mommy has
	gone away.  Sometimes in the
	world daddies go away and mommies
	bring up their little boys.  But
	sometimes a mommy can go away too,
	and you have your daddy to bring
	you up."

As Ted continues to read, Billy starts turning up the
sound on the television, using the remote control device.

			TED
		(raising his voice
		so he can be heard)
	"I have gone away because I must
	find some interesting things to
	do for myself in the world.
	Everybody has to, and so do I.
	Being your mommy was one thing,
	but there are other things and
	this is what I have to do.  I
	did not get a chance to tell you
	this, and that is why I am writing
	you now."

By now the volume from the television is so loud that
Ted has to shout to make himself heard over it.

			TED
	"I will always be your mommy and
	I will always love you.  I just
	won't be your mommy in the house.
	But I will be your mommy of the
	heart.  And I..."
		(he looks up, about
		to tell the child
		to lower the volume)
	Billy.

HIS P.O.V.: Billy sits, watching television with an
almost ferocious intensity on his face, doing his best
to block out Ted's voice.

ON TED--He watches his son for a second, then carefully
refolds the letter, puts it away.

			TED
		(as he reaches across,
		turns down the sound
		on the T.V.)
	It's okay...It's okay.  We'll talk
	about it some other time.

							CUT TO:

32    INT. KITCHEN, KRAMER APT. - LATER THAT DAY

CLOSE ON THELMA--reading Joanna's letter.

			THELMA
	Oh, God...OhmyGod...

She finishes the letter, looks up at Ted.

			THELMA
	What are you going to do?

			TED
	I don't know, Thel...This whole
	thing has happened so...Pow,
	like that.

			THELMA
	I mean, what are you going to do
	about Billy?

			TED
		(stiff)
	I'm gonna keep him, why?

			THELMA
	Look, this is nothing personal,
	but I don't think you can do it.

			TED
	Thelma, I've lost my wife, I'm
	not losing my child.

			THELMA
		(backing off)
	All right...Okay...But let's
	get something straight, right now.
	I mean, I'm sorry about what
	happened between you and Joanna,
	but it's not my problem, understand?

REVERSE ON TED--he nods.

CROSS-CUTTING BETWEEN THEM:

			THELMA
	I'm not going to have you calling
	every fifteen minutes just
	because you can't find a hot
	water bottle, understand?

Ted nods.

			THELMA
	I've got enough trouble raising
	my own kid.  I don't need another
	one.  Got it?

			TED
	Got it.

			THELMA
	You're on your own, understand?

			TED
	I understand.

			THELMA
	You're sure?

			TED
	I'm sure.

ON THELMA--a long pause, she looks at him with all the
warmth of a top sergeant facing a raw recruit.  Then:

			THELMA
	All right.  Who's Billy's
	pediatrician?

ON TED--He hasn't the foggiest idea.

			THELMA
		(machine-gun delivery)
	Ed Davies.  230 East 76th Street.
	472-8227.  Fifty bucks a house
	call, thirty for an office visit.
	Write this down:  I'm not telling
	you twice.  What's the nearest
	hospital?

ON TED--as he grabs a piece of paper and starts writing
frantically.

			TED
	Wait a minute!  Wait a minute!

			THELMA
		(not waiting)
	Lenox Hill.  77th Street between
	Park and Lex.  The emergency
	number is 327-0800.

			TED
	Slow down...Slow down...

							CUT TO:

33    INT. TED'S BEDROOM - DAY

WIDE SHOT--Ted stands in the middle of the room, sorting
out a huge pile of dirty clothes.  Thelma sits on the
edge of the bed, watching.

			THELMA
	Colors in one pile, white things
	in another and shirts in a third.

In the BACKGROUND we SEE the bathroom door as it opens
and Billy Kramer steps out, freshly bathed and wearing
clean clothes.

			THELMA
		(without looking
		around)
	Brush the teeth.  Hang up the
	towel and flush the toilet.

Billy immediately turns on his heels and heads back into
the bathroom.

							CUT TO:

33A   INT. LIVING ROOM, KRAMER APT. - DAY

CLOSE ON A SILVER CIGARETTE BOX--that is inscribed, "Ted
and Joanna Kramer, Married April 4, 1970."  HOLD FOR A
BEAT then Ted's hand reaches into FRAME and picks it up.

MED SHOT TED--as he takes the cigarette box and balances
it on a stack of scrap books, photographs, ash trays,
etc., etc., that he is carrying.  He crosses to another
table, picks up a framed photograph of Joanna and Billy
and piles that on top of everything.  We realize that
Ted is going through the apartment from top to bottom
and methodically cleaning out every trace of Joanna that
he can find.

							CUT TO:

33B   EXT. APARTMENT BUILDING - NIGHT

ESTABLISHING SHOT

							CUT TO:

33C   INT. LIVING ROOM, KRAMER APT. - NIGHT

WIDE SHOT--as Ted goes through the room, picking up
Billy's clothes which have been strewn every which way.
THE CAMERA TRACKS WITH HIM as he carries them into
Billy's room.

33D   INT. BILLY'S ROOM - NIGHT

Billy is fast asleep, the only light coming from the
night lamp on the dresser.  Ted dumps the soiled
clothing in a hamper, hangs up Billy's jacket, then he
neatly folds the boy's sweater and crosses to the dresser.

CLOSER IN ON THE DRESSER--as Ted opens a drawer and
starts to put the sweater away.  Suddenly he spots
something.

							CUT TO:

HIS P.O.V.:  There, in the drawer, sitting on top of a
pile of clothing is one of the photographs of Joanna that
Ted put away this afternoon.  Billy has retrieved it and
hidden it here, hoping that Ted wouldn't find it.

CLOSE ON TED--as he takes a long look at the photograph,
then turns to his son.

HIS P.O.V.:  Billy asleep, tangled up in the covers.

ON TED--He removes the photograph from the drawer,
crosses to the bed and places it on the nightstand
nearby so that Billy will be able to see the picture
of Joanna when he wakes up in the morning.  He sits
for a moment longer on the side of the bed and reaches
across and smooths down his son's rumpled hair.


							FADE TO BLACK:

34    INT. TED'S OFFICE - LATE AFTERNOON

ON TED--clearly in a rush, loading his briefcase with
work to do that evening.  He starts for the door and
THE CAMERA TRACKS WITH HIM as he walks along the outer
office corridor, heading for the elevator.  As he passes
the door to O'Connor's office:

			TED
		(calling out)
	'Night, Jim.

			O'CONNOR (O.S.)
		(calling out)
	Hey, Ted.  C'mon in.  I wanna'
	talk to you.


Reluctantly Ted stops, turns around and walks back to
the door to O'Connor's office.

							CUT TO:

35    INT. O'CONNOR'S OFFICE - LATE AFTERNOON

O'Connor sits back in his chair, his feet propped on the
desk a drink in one hand.

			O'CONNOR
		(jovial)
	What's the big rush.  C'mon in,
	put your feet up, have a drink.

REVERSE ON TED--hanging in the doorway, clearly anxious
to leave.

			TED
	Can't do it tonight.  Gotta
	pick up Billy.  I'm late.

			O'CONNOR

		(paying no attention
		to that)
	Listen, I heard a terrific joke
	today.  There's this Polish
	skydiver--

			TED
		(urgent)
	Sorry, Jim I've got to go.  I'll
	talk to you tomorrow.

And before O'Connor can say anything he is gone.

REVERSE ON O'CONNOR--Obviously displeased.  He sits for
a moment, drumming his fingers on the desk top, then
reaches for the phone and starts to dial.  A moment
later:

			O'CONNOR
	Murray?  Jim O'Connor, why don't
	you drop by and have a drink...

							CUT TO:

36    EXT. OFFICE BUILDING - LATE AFTERNOON

WIDE SHOT--as Ted emerges from the building, starts
to hail a cab.

							CUT TO:

37    EXT. APARTMENT HOUSE, EAST EIGHTIES -
LATE AFTERNOON

WIDE SHOT--as the cab pulls to a stop.  Ted leaps out
and rushes inside.

							CUT TO:

33    INT. HALLWAY, APARTMENT BLDG. - LATE AFTERNOON

The elevator doors open and Ted steps out.  THE CAMERA
PANS WITH HIM as he crosses to the doorway of an
apartment, rings the bell.

CLOSER IN--as the door is opened by a pleasant-looking
woman in her thirties.  This is MRS. KLINE.  She has
the slightly haggard look of someone who has just sur-
vived a birthday party with eight five-year-olds.  In
fact, behind her we SEE an abundance of crepe paper
and balloons.

			TED
		(apologetic)
	Mrs. Kline, I'm sorry I'm late,
	but--

			MRS. KLINE
	That's all right, but I'm afraid
	Billy was a little nervous...
		(she glances O.S.)

THEIR P.O.V.:  Billy, his coat on, his goody bag in his
lap sits alone on a bench in the foyer.

The moment he sees his father, he gets up and starts
for the door.

			BILLY
		(to Ted, accusingly)
	You're late.

			TED
	I'm sorry, pal, but I had a
	meeting and--

			BILLY
		(to Mrs. Kline,
		anxious to get
		away)
	Goodbye.

			MRS. KLINE
	Goodbye, Bill.  Thank you for
	coming.
		(calling out to her
		son in the next room)
	Mark.  Say goodbye to Bill.

			MARK (O.S.)
		(preoccupied)
	Bye.

			BILLY
	Bye.

And he hustles his father out into the hallway.  Once
door is shut behind them:

			BILLY
		(sullen)
	I was waiting a long time.

By now they have crossed to the elevator. Ted rings
the bell.

			TED
		(this ain't exactly
		the greeting he's
		expected)
	It wasn't so long, I'm only...
		(checking his watch)
	...twenty minutes late.

The elevator doors open.

			BILLY
	All the other mothers got here a
	long time ago...

And the doors close, blocking them from view.

							CUT TO:

39    INT. LIVING ROOM, KRAMER APT. - NIGHT

WIDE SHOT--Ted and Billy sit at the dining table, a
large pizza between them.  Ted is working hard, trying
to establish some kind of rapport with his son.  Billy
is silent, he picks at the slice of pizza in front of
him.

			TED
		(more of the camp
		counselor)

	How was school today?

			BILLY
	Okay...Same as usual...

			TED
	Billy, don't eat with your fingers.

			BILLY
		(morose)
	Sorry.

There is a long beat of silence.

			TED
		(like pulling teeth)
	Well, I see the Yankees finally
	won a game.

			BILLY
	Mom, I mean dad?

			TED
	Yeah?

			BILLY
	Can I be excused?  I'm not hungry.

	I think I'll go to bed.

			TED
	Sure.  Too much birthday cake,
	right?

			BILLY
		(as he gets up from
		the table)
	I guess...

WIDE SHOT--as Billy shuffles off toward his room.   Ted
sits for a beat picking at the food on his plate.
THE CAMERA TRACKS WITH BILLY--as he gets up from the
table and

40    walks into his room.  HOLD IN THE DOORWAY as he
takes off his shirt and pants and leaves them lying
on the floor.  The boy crosses to the closet, gets his
pajamas and puts them on.

REVERSE ON TED--standing in the doorway, watching.

			TED
	Goodnight.

ON BILLY--He starts to crawl into bed.

			BILLY
		(aloof)
	'Night.

ON TED, THE CAMERA PANS WITH HIM--as he crosses to where
Billy dropped his clothes on the floor, picks them up.

			TED
	Listen, pal, I'm sorry, okay?

Silence.

			TED
	I know how you feel.

Silence.

Ted crosses, sits on the edge of the bed.

			TED
	Look, I remember one time when.
	I was a couple of years younger
	than you are now and...I was
	staying with this cousin of mine
	and my parents were supposed to
	come and pick me up by three,
	but it got later and later and
	they didn't and they didn't show
	up and I remember I got really
	scared that something had happened
	to them and I remember when they
	finally came instead of being
	happy to see them I was very
	angry and...Billy, I promise I'll
	never do that to you again,
	okay?...

Silence.

			TED
	Billy?  Okay?

C.U. BILLY--His face is turned to the wall.  HOLD FOR A
BEAT as we SEE him nod.

41    INT. LIVING ROOM, TED KRAMER'S APT. - NIGHT

Note: The following scene, which is written as one,
is actually to be played so that each time we cut back
to the woman who is being interviewed as housekeeper,
it is a different woman:  sometimes nervous and ex-
cited, sometimes large and lugubrious, with six shopping
bags, sometimes looking like a headmistress at Dachau.
They are uniformly (until the last) unappetizing.

Throughout this, we SEE Ted becoming increasingly
desperate.

			WOMAN
		(looking around
		nervous)
	It's very big...They didn't
	tell me it was this big.

			TED
		(apologetically)
	No...No, actually it's only two
	bedrooms.

			SECOND WOMAN
		(sniffing)
	Phew...This place is a real
	pig sty.

			TED
		(defensively)
	Look, my wife just walked out
	on me.  Okay?  It's been a tough
	week.

			THIRD WOMAN
	Don't tell me your troubles,
	mister.  I got enough of my own.

42    Note:  With the FOURTH WOMAN we begin on a
CLOSE-UP and PULL BACK to REVEAL that we are in
Ted's office and it is the middle of the afternoon.

INT. TED KRAMER'S OFFICE - DAY

			FOURTH WOMAN
	The first thing is, I don't do
	floors.

At that point the door behind her opens and O'Connor
pokes his head in.

			O'CONNOR
	Ted.

			FOURTH WOMAN
		(ignoring him)
	Or windows.  I come in at ten and
	I get Wednesdays off.

			O'CONNOR
	Ted.

			TED
		(brisk)
	I'll be with you in a minute,
	Jim.
		(back to the woman)
	You couldn't make that Saturday,
	could you?

							CUT TO:

43    INT. LIVING ROOM, KRAMER APT. - NIGHT

ON THE FIFTH WOMAN (MRS. WILLEWSKA)--She is a slightly

built attractive woman in her early sixties.  There is
a long pause as she looks around.

			MRS. WILLEWSKA
	What kind of boy is your son?

REACTION TED--This is the first person that ever asked
about Billy.

			TED
		(taken aback)
	Well, he's...ah, he's a good kid.
	He's shy and...I think he's
	probably very creative and...

			MRS. WILLEWSKA
	Could I see him?

			TED
	Sure.  He's right in here.

As they start toward the child's room.

							CUT TO:

44    INT. BILLY'S ROOM - NIGHT

In the darkness we can SEE Billy, all scrunched up in
the covers.  HOLD FOR A BEAT as the door opens and the
light from the hall falls across the sleeping boy.

ON THE DOOR--Ted and Mrs. Willewska stand silhouetted
against the light.

			MRS. WILLEWSKA
	Oh,...He's very beautiful.

ON BILLY--as he stirs, in his sleep.

			MRS. WILLEWSKA (O.S.)
	Mr. Kramer, you are a very lucky
	man.

REACTION, TED--This is the first time since Joanna left
that this has occurred to him.

				TED
	Mrs. Willewska, could you start
	on Monday?

							CUT TO:

45    INT. SUPERMARKET - DAY

ON BILLY AND TED, TRACKING JUST IN FRONT OF THEM--as they
wheel a shopping cart along the aisle.  Ted has a
shopping list in his hand.

Ted stops, takes a box of detergent off of the shelf,
starts to put it in the shopping cart, when:

			BILLY
			(worried)
	Mom, I mean dad...

			TED
		(his mind elsewhere)
	Uh huh...

			BILLY
	That's not the right soap.  We
	use the kind in the green and
	yellow box.

			TED
	C'mon, there's not much difference--

			BILLY
		(firmly)
	We use the green and yellow.

Ted looks at his son for a moment, then carefully
replaces the detergent that he had originally picked
and reaches for the green and yellow kind.  They continue
on for several steps and Ted stops again, this time
looking for a dishwashing liquid.  He starts to reach
for one, stops, looks around at Billy.

Billy shakes his head.

Ted points to another.

			BILLY
		(shaking his head
		again)
	The pink stuff.

Ted takes a bottle of the pink stuff, puts it in the
shopping cart and consults his shopping list.

			TED
	Okay, what color cereal do we
	get?

							CUT TO:

46    EXT. PLAYGROUND, CENTRAL PARK - DAY

WIDE SHOT--It is that same afternoon and Billy (his
clothes are much dirtier by now) is running back and
forth with a group of other children.

			MAN'S VOICE (O.S.)
	Walk him over to Bethesda Fountain
	and buy him an ice.

ON TED--He sits on one of the playground benches, the
work he took from the office stacked beside him on the
bench.  Sitting next to him is a personable-looking man
of about Ted's age.  He is nattily dressed in a suit
complete with vest, tie and polished Gucci loafers.
We will call him THE SATURDAY FATHER.

Note:  The Saturday Father and his daughter (a pretty
young girl of about ten) will appear from time to time
throughout the film.  He is a divorced father, putting
in his time, not giving a shit about the child.  The
Saturday Father insists on treating Ted as though they
were members of the same secret fraternity.  And he
comes to represent Ted's nightmare of what might happen
to him.

			TED
		(looking in the
		direction of the
		voice)
	What?

			SATURDAY FATHER
	Walk him over to Bethesda Fountain,
	buy him an ice.  It'll kill
	twenty minutes.

			TED
	I've got a lot more than twenty
	minutes to kill.

			SATURDAY FATHER
	Tough...
		(checking his watch)
	...I get off duty at five-thirty.
		(bored, anxious to
		make conversation)
	How long you been divorced?

			TED
		(surprised)
	Three months.  How can you tell?

			SATURDAY FATHER
	You've got that look.  My lady
	and I split two years ago in
	August and I'm an old pro at
	this shit.  First thing, stay away
	from the Children's Zoo.  It's
	pure hell--if I never see another
	chicken, I'll be happy.
		(calling out to his
		daughter O.S.)
	I'm here, darling.  Don't worry...

CLOSER ON TED--finding this distinctly unpleasant.
He glances around, looking for Billy.

HIS P.O.V.:  The sprinkler area.  Other children are
running around, but there is no sign of Billy.

			TED
		(calling out)
	Billy?

HIS P.O.V.:  Another area of the playground.  Billy is
nowhere in sight.

WIDER ON TED--as he grabs his stuff and starts toward
the exit of the playground.

			TED
		(louder)
	Billy?

HIS P.O.V.:  Looking in another direction.  Nothing.

WIDE ON TED--standing among a crowd of people just out-
side the entrance to the playground.  He is looking
around wildly.

			TED
	Billy?!

HIS P.O.V.:  There in the distance is Billy Kramer,
running as hard as he can away from Ted.

ON TED, TRACKING IN FRONT OF HIM--as he starts to chase
after Billy.

HIS P.O.V.:  TRACKING FORWARD--It is clear that Billy
is running with a purpose.

			TED (V.O.)
	Billy!

Billy pays no attention to him.

ON TED, TRACKING IN FRONT OF HIM--as he continues to
chase his son.

HIS P.O.V.:  TRACKING FORWARD--Closer now, we can SEE
that ahead of Billy is a woman that, from behind, looks
remarkably like Joanna.

CLOSER ON TED--as he realizes what is about to happen.

CLOSER ON BILLY--catching up to the woman.

			BILLY
	Mommy!  Mommy!

A moment later he gets close enough to grab onto her
skirt.  As the woman turns around:

C.U. WOMAN--quite clearly it is not Joanna.

CLOSE UP BILLY--His face becomes impassive again.  All
the excitement vanishes.

			BILLY
	Oh.  I thought you were my mommy.

C.U. TED--His face reveals all of the pain that
Billy's can't.

							CUT TO:

47    INT. CLASSROOM, NURSERY SCHOOL - DAY

CLOSE ON A HOMEMADE CURTAIN--as it opens and Billy
Kramer, wearing an outsized moustache, a makeshift cape
and a stovepipe hat made from construction paper.  He
stands for a moment, looking around, finally he spots
someone, grins and begins waving.

HIS P.O.V.:  across the room eighteen to twenty
mothers (Ted Kramer is the only man present) are gathered,
sitting on tiny chairs and at work tables watching as
their children put on a show.

ON BILLY--Suddenly he forgets his lines, looks around
nervously.  A moment later a very pretty young teacher
leans over, whispers in his ear.

			TEACHER
	Ladies and gentlemen...

			BILLY
	Ladies and gentlemen...

			TEACHER
	Welcome to the greatest show on
	earth.

			BILLY
	Welcome to the...
		(he forgets again)

REVERSE ON TED--He leans forward mouthing the words as
the teacher prompts Billy.

			TEACHER
	Greatest.

			BILLY
	Greatest...

			TEACHER
	Show.

			BILLY
	Show...


			TEACHER
	On earth.

			BILLY
	On earth.

Ted breathes a sigh of relief, his son having gotten
through it.

CROSS-CUTTING BETWEEN THE CHILDREN PUTTING ON THE SHOW
AND TED KRAMER SITTING IN THE AUDIENCE WATCHING--A look
of total pleasure on his face.  From time to time when
Billy does something particularly difficult, Ted nudges
the woman next to him.

Note: In all of the shots of Billy we SEE the teacher
there guiding, helping, over and over and over we cannot
help but notice how attractive she is.  Toward the end
of the show Ted's P.O.V. occasionally follows the teacher
rather than the child.

							DISSOLVE TO:

WIDE SHOT--The show is over and the parents and children
mill around eating popcorn, drinking lemonade from paper
cups.  Ted stands off to one side, talking to the teacher
as Billy runs around.

CLOSER IN ON THEM:

			TEACHER
	Mr. Kramer, I just wanted to tell
	you what a wonderful boy your son
	is.

			TED
		(clearly attracted
		to her)
	I don't know...I've been worried...
		(glancing around,
		making sure Billy
		is out of earshot)
	I mean, with what he's been through
	and everything.  I--

			TEACHER
		(solicitously)
	No...No...Billy is doing just fine.

				TED
		(giving himself
		a few points)
	Well, you know it's not easy
	raising a kid on your own and
	I thought if we could get
	together and, uh, discuss--

At that moment one of the class mothers interrupts,
reaches across Ted and takes hold of the teacher's hand.

			WOMAN
		(effusive)
	Barbara!  Congratulations!  When
	is the baby due?

			TEACHER (BARBARA)
	Oh, God.  Not 'til August.

CLOSE ON TED--inadvertently glancing at the teacher's
stomach, nothing shows.

ON THE TEACHER--as she turns back to Ted.


			TEACHER
	Excuse me.  You said you wanted
	to talk, Mr. Kramer.

			TED
		(embarrassed)
	Yes, but...ah, not now...
		(checking his watch)
	I've got an appointment...I forgot
	all about it...

As Ted begins beating a hasty retreat,

							CUT TO:

48    EXT. STREET - DAY

ON TED, TRACKING IN FRONT OF HIM--as he walks down the
street carrying a large and elaborate papier mache art
thing that Billy made in school.

CROSS-CUTTING BETWEEN TED AND HIS POV, as he manages to
notice every single pretty girl that passes, thread his
way through the crowd and still balance Billy's enormous
work of art.

							CUT TO:

49    INT. AGENCY - DAY

ON THE ELEVATOR DOORS--as they open, Ted squeezes off
and AS THE CAMERA TRACKS WITH HIM, he crosses the
waiting room and enters the offices proper.  He pauses
at his secretary's desk and deposits Billy's papier mache
thing.  She jumps up from her desk, takes the papier
mache thing and her notebook in hand, and follows Ted
as he walks down the corridor towards O'Connor's office.

			SECRETARY
	Mr. O'Connor called.  There's a
	meeting with the Revlon people
	in the board room and you're
	fifteen minutes late.

			TED
		(in a rush)
	I know....I know.

			SECRETARY
	Mr. Schmidt can't have the figures
	on the television buy until Monday.

			TED
	No.  Uh, uh.  Tell him I asked for
	it Friday.  I want it Friday.
	Period.

			SECRETARY
	Mr. Lombardo from packaging wants
	to meet on Friday.

			TED
	Fine.

50    By now they have reached the board room.  He
enters without knocking, his secretary still in tow.

			SECRETARY
	And Mrs. Kelsey called to ask
	if Billy can come to Stephanie's
	birthday party on Tuesday.

							CUT TO:

50    INT. BOARD ROOM - DAY

The room is filled with executives in three piece suits
and O'Connor who is doing a lot of backing and filling.

			TED
		(as he enters)
	Yes.  Remind me to pick up a
	"Crying Chrissie" doll at lunch
	on Tuesday.

ON O'CONNOR--Clearly he is very irritated at this.

			O'CONNOR
		(sardonic)
	If it's all right with you, Mother
	Kramer, can we get down to work
	now?

							CUT TO:

51    INT. PHYLLIS BERNARD'S OFFICE - DAY

It is a real mess, legal files and law books scattered
everywhere.  In the midst of all this chaos sits PHYLLIS
BERNARD, as we said before, she is about thirty, very
pretty in spite of her glasses.

ON PHYLLIS--She looks up as Ted enters.  It is clear
from their attitude that they have known one another for
a long time and are very relaxed together.

			PHYLLIS
	Hello, Kramer.

ON TED--He drops into a chair and shoves a stack of
papers across the desk to her.

			TED
	Hiya, Phyllis.  These are the
	Revlon contracts.  I thought
	you ought to check them out.

			PHYLLIS
	Sure.

She takes the papers and starts to rifle through them,
stopping every so often and making a note in the margin.
As she does, we notice that the second and third buttons
of her blouse have come undone and that she is not wearing
a bra.


CLOSER ON TED--as he realizes this.

ON PHYLLIS--She glances up to ask Ted a question about
some point or other, notices the direction of his gaze
and, unselfconsciously buttons up her blouse.

She goes back to her papers as Ted continues to watch her.
ON PHYLLIS--not looking up from her papers.

			PHYLLIS
	Yes.

			TED
		(baffled)
	Yes, what?

			PHYLLIS
		(looks up, serious)
	Yes, I'll have dinner with you.

							CUT TO:

52    INT. TED KRAMER'S BEDROOM - LATE AT NIGHT

ON THE BED--Although the room is dimly lit, we can SEE
quite clearly that Ted and Phyllis are in bed together.
They have finished making love and Ted lies back, half
asleep.  Phyllis reaches across to the nightstand, puts
on her glasses and checks her watch.

			PHYLLIS
	Kramer, I've got to go.  I've got
	an eight o'clock closing tomorrow
	down on Centre Street.

			TED
		(half asleep)
	Mmmmnph...I'll get you a cab...

But he makes no move to get up.

Phyllis gets to her feet and in the dim light we can SEE
that, except for her glasses, she is naked.

			PHYLLIS
		(as she crosses the
		hall on the way to
		the bathroom)
	That's okay.  It's just that I've
	got these clients that are--

							CUT TO:

53    INT. BATHROOM - NIGHT

There is Billy Kramer, standing by the toilet, buttoning
his pajamas.  He looks up at Phyllis.

His P.O.V.:  There stands Phyllis, naked as the day she
was born, a look of stunned amazement on her face.

			PHYLLIS
		(softly to herself)
	Oh, God.

Too startled to cover herself.

ON BILLY--He looks her up and down, then:

			BILLY
		(very serious)
	Do you like fried chicken?

ON PHYLLIS--suddenly remembering to cover herself.

			PHYLLIS
		(hoping desperately
		it is the right answer)
	Ah.. .Yes.

SHOT--Phyllis and Billy.

			BILLY
	So do I...

And he shuffles off to bed.  Phyllis waits, frozen until
he disappears into his room.  Then, she turns and flees
back into the bedroom.

							CUT TO:

54    INT. BEDROOM - NIGHT

ON PHYLLIS--as she bursts into the room, closes the door
behind her, leans against it.

			PHYLLIS
		(eyes wide)
	I just met your son.

ON TED--who has leapt out of bed and is scrambling into
his pants.

			TED
	Like that?!

Phyllis nods.

			TED
	And?

			PHYLLIS
	He wanted to know if I liked
	fried chicken.

			TED
	Do you?

Phyllis nods rather frantically.

			TED
		(grinning)
	So what's your problem?

							CUT TO:

55    INT. KITCHEN, KRAMER APT. - EVENING

ON TED AND THELMA--stand side by side.  He is cutting,
chopping, making some kind of stew.  Thelma stands
nearby watching, sipping a glass of white wine.

FROM O.S. we can hear Billy and Kim running around,
playing.

			TED
	You ever think about getting
	married again?

			THELMA
	No, not really...
		(she thinks for
		a moment, then:)
	I guess it's different if you
	don't have children, but...I
	dunno, even if Charley and I
	don't live together, even if
	we're sleeping with other people,
	even if Charley was to marry
	again...He'd still be my husband.
	That stuff about "Till death do
	you part?"  That's really true.

			TED
		(nodding toward a
		cookbook that is
		propped open nearby)
	How many onions does it say to
	use?

			THELMA
		(without bothering
		to look in the book)
	Three.  And add some basil.

			TED
		(as he does)
	D'you think you and Charley'll
	ever get back together again?

			THELMA
	No.  I don't think so.

			TED
	C'mon, Thel.  So Charley had a
	little fling.  So what? All in
	all he was a pretty good husband.

			THELMA
	Look,  I know this isn't gonna
	make any sense, okay?  I mean
	forget the logic part...But I
	keep thinking if Charley really
	loved me, he wouldn't have let
	me divorce him.

							CUT TO:

56    EXT. CENTRAL PARK - DAY

WIDE SHOT--The Saturday Father and his daughter, clearly
with nothing to say to one another, stand eating ices
from a nearby vendor.  THE CAMERA PANS AWAY FROM THEM
across to Billy, Ted and Phyllis.  She is dressed in a
very nice suit, silk blouse, high heeled shoes and looks
distinctly out of place in Central Park on a Saturday
afternoon.

At the moment, Ted is trying to teach Billy how to bat.

			TED
	Now look, you hold it like this...
		(he places Billy's hands
		on the bat just so)
	...and you swing like this...
		(taking him through
		the motions)

ON PHYLLIS--watching.  She can't believe what she's
seeing.  Finally, she can't stand it any longer.

			PHYLLIS
		(impatient)
	No, no, no, Kramer.  That's not
	how you do it.  Look....

She crosses to Billy, gently takes the bat from him and
demonstrates.

			PHYLLIS
	...you hold it like this...
		(showing him her grip)
	Farther down the bat.  And you
	swing like this...
			(to Ted)
	Throw me one.

ON TED--as he gives Billy a look that says, we have to
humor her.  He throws a ball.

ON PHYLLIS--as she swings, connects and slams a ball in
a long, looping fly that goes at least two hundred feet.

ON TED--watching the ball disappear in the distance,
he turns back to Phyllis, open-mouthed.

CLOSE ON PHYLLIS--Embarrassed, she grins, shrugs and
hands the bat back to Billy.

							CUT TO:

57    INT. O'CONNOR'S OFFICE - DAY

WIDE SHOT--O'Connor, Murray and the Art Director are
in O'Connor's office as the door opens and Ted enters,
carrying a pile of papers, charts, graphs, etc., etc.

			TED
	Okay, Jim.  Here's the report
	on.

He stops in mid-sentence, looks around.

HIS P.O.V.:  On the walls are a series of mock-ups of
the various Fire and Ice ads, none of which are what
Ted and O'Connor had agreed upon.

			TED
		(surprised)
	What the hell is this?

			O'CONNOR
		(innocent)
	Murray had some ideas about the
	Fire and Ice campaign and he had
	the art department make up a
	few roughs...
		(weakly)
	I think they're kind of interesting.

			TED
		(bugged)
	I don't.  Jim, this isn't
	anything like what we talked
	about.  It's not even close.

			MURRAY
		(oily)
	Ted, basically it's still your
	concept.

			O'CONNOR
		(chiming in)
	Murray just added a few things,
	that's all.

				TED
	Now hold it right there, I'm
	the one that went in and sold
	Revlon on this idea to start
	with, remember?  You said I
	was going to be--

Sound-effect:	the phone rings.

O'Connor picks it up.

ON TED

			O 'CONNOR
	Yeah?

He listens for a moment, then hands the phone to Ted.

			O'CONNOR
	It's for you.

ON TED--as he takes the receiver.

			TED
		(puzzled)
	Yes?

Then, embarrassed, he turns his back and lowers his
voice.

			TED
	Look, Billy, I told you before,
	one hour of T.V. a day, that's
	the rule...No...
		(clearly, Billy is
		giving him an
		argument)
	I don't care what the other
	mothers do...Listen, I can't
	talk now, I'm in a meeting...
		(firm)
	Billy, I'll talk to you later,
	good-bye.

Note:  during the phone call, the CAMERA PANS AWAY TO
MURRAY & O'CONNOR, looks of bored condescension and smug
superiority on their faces.

Ted hangs up the phone and turns back around.

			MURRAY
		(smooth)
	Ted, I appreciate what you're
	saying, but I really think you're
	just too close to it right now.

			O'CONNOR
		(quickly)
	Murray's right.
		(reassuring)
	Look it's just some ideas, okay?
	I mean nothing's locked in cement.
	I promise you this is your show...

ON TED--Not very reassured.

			O'CONNOR
	Trust me on this one, Ted...

							CUT TO:

58    INT. LIVING ROOM, KRAMER APT. - NIGHT

Ted is sitting at the dining room table, working.
Spread out all across the table are layouts, rate
sheets, etc., etc.  Billy sits across from him draw-
ing on a pad with felt-tipped pens.  HOLD FOR A BEAT,
then:

			BILLY
		(worried about some-
		thing)
	Mom, I mean dad...

			TED
		(busy)
	In a minute...

A beat of silence then:

			BILLY
	What do you do when an elephant
	sits on your fence?

Silence.

			BILLY
	You get a new fence.

			TED
		(he hasn't heard a
		word)
	C'mon, Billy.  I'm trying to
	work for God's sake...

Another beat of silence, then Billy reaches for his
glass of Hawaiian Punch and accidentally tips it over,
spilling purple liquid across all of Ted's papers.

Instantly, Ted is on his feet, yelling.

			TED
	Goddamnit, can't you watch what
	you're doing!


CROSS-CUTTING BETWEEN THEM:

			BILLY
		(quiet)
	I'm sorry.

			TED
	Je-sus Christ!  I catch all kind
	of shit at the office because
	I'm not pulling my weight
	because I'm busting my butt
	trying to be a decent goddamn
	father and--

			BILLY
	I'm sorry.

			TED
		(sardonic)
	That's terrific.  That's really
	terrific, but I notice I'm the
	one that's cleaning up this--
		(noticing an
		important paper
		covered with
		grape juice)
	Oh, crap, I'll have to do this
	one over.

			BILLY
		(starting to help)
	I'm sorry.

By now there is nothing the boy can do right.

			TED
	Look, it's after your bedtime,
	okay?  Just do me a favor and
	go to bed, okay?

Billy gets to his feet, collects his stuff and

59    walks into his bedroom.  HOLD ON TED who sits
for a moment, then gets wearily to his feet and
as THE CAMERA TRACKS WITH HIM crosses to the door of
Billy's room.  He stops in the doorway, looks O.S.

HIS P.O.V.:  Billy struggling to get his pajamas on,
having a hard time.

CROSS-CUTTING BETWEEN THEM

			TED
	Look, I'm sorry I yelled, okay?

			BILLY
		(quiet)
	That's okay.

			TED
	It's just...I've been catching
	a lot of flack at the office...

			BILLY
	That's okay...


60    INT. OFFICE - DAY

ON THE DOOR TO O'CONNOR'S OFFICE--as it opens and
Phyllis comes out.  In the B.G. in O'Connor's office
we SEE O'Connor and Murray, talking, laughing.  THE
CAMERA TRACKS ALONGSIDE PHYLLIS as she walks to Ted
Kramer's office and opens the door without knocking.

			PHYLLIS
	How about lunch, Kramer.  I'm
	buying.

							CUT TO:

61    INT. RESTAURANT, MIDTOWN - DAY

ON TED AND PHYLLIS--as they sit across from one another.
A waiter stands over them, setting drinks in front of
them.

			WAITER
	Perrier and lime...
		(placing a drink
		in front of Phyllis)
	...and scotch with soda.
		(putting Ted's drink
		in front of him)

The waiter bustles away.

			TED
	Okay, Phyllis, what's up?

			PHYLLIS
	Kramer...

She breaks off, uncertain whether or not to go on.
Then, making up her mind, she reaches across, takes
Ted's scotch and soda and drinks half of it down in
one gulp.

			PHYLLIS
		(in a rush)
	O'Connor's out to get you.  He's
	going to take the Fire and Ice
	account away from you.

			TED
		(stunned)
	What?!?

Phyllis nods.

			TED
		(angry)
	I don't believe it!  That's
	crazy!  Why would Jim do something
	like that?

Phyllis polishes off the rest of Ted's drink.

			PHYLLIS
		(angry herself)
	You want to know why?  I'll tell
	you why...
		(signaling to
		the waiter)
	Another scotch and soda for
	the gentleman.
		(back to Ted)
	I'll tell you exactly why.
	Because you're not his buddy
	anymore.  Because he can't
	count on you to sit around the
	office every night until eight
	or nine and shoot the shit with
	him.

			TED
	I can't.  I've got Billy to
	take care of.

			PHYLLIS
		(exasperated)
	You dope.  O'Connor doesn't
	give a damn about Billy.  All
	he wants is somebody that'll
	hang around with him every night
	so he won't have to go home.

			TED
		(stiff)
	I don't believe you.

The waiter sets Ted's drink on the table in front of him.
He starts to reach for it, but Phyllis is quicker.

			PHYLLIS
		(taking a stiff drink)
	All right.  Okay.  But tell me
	something, Kramer.  Who do you
	think is palling around with
	O'Connor these days?

Ted shrugs.

			TED
	How should I know?

			PHYLLIS
	Murray.

REACTION, TED--stunned, but trying to be nonchalant.

			TED
	So...what's so terrible about
	that?

			PHYLLIS
		(would like to take
		him by the shoulders
		and shake him until
		his teeth rattle)
	Oh, for God's sake, Kramer.
	You have got to be the world's
	most naive human being.
		(leaning forward)
	Murray has gone in and changed
	every single ad you've done on
	the entire Fire and Ice campaign.
	Every layout...Every idea...Every
	single thing, right down the line.

			TED
	No.  No, I don't believe it.
	Jim O'Connor would never let
	anything like that happen.  He
	gave me my shot in this business.
	If it wasn't for Jim O'Connor I'd
	be--I don't know where I'd be.
	He's a wonderful man...

			PHYLLIS
		(apologetic for
		having upset Ted)
	Kramer, I'm sorry.  All I was
	trying to do was--

			TED
		(cutting her off)
	I don't want to hear another
	word against him.  Not another
	word.  He's a wonderful man
	...a wonderful man...

							CUT TO:

62    INT. TED KRAMER'S OFFICE - DAY

INSERT:  The finished proof of the ad that Murray had
done, that Ted had seen in O'Connor's office.

ON TED, TRACKING WITH HIM as he steams out of his door
and marches along the corridor to O'Connor's office.

			SECRETARY
		(as Ted brushes past her)
	I'm sorry, Mr. O'Connor is in
	conference.

But it is too late.  Ted barrels into O'Connor's office
without bothering to knock.

							CUT TO:

63    INT. O'CONNOR'S OFFICE - DAY

O'Connor is alone in the office.  He looks up startled
as Ted comes barging in.

				TED
		(furious)
	All right, Jim.  You said I was
	running this show, right? You
	said no decisions without my
	approval, right?
		(brandishing the ad)
	Well what the hell is this?
	What's going on, Jim?

			O'CONNOR
		(embarrassed)
	Well, ah...I thought it over and
	I decided we're doing it Murray's
	way.

			TED
	Jim, this is garbage.  This isn't
	anything like what we talked
	to Revlon about.  None of it.
	You can't--

			O'CONNOR
		(tough)
	That's my decision, Ted and that's
	final.

							CUT TO:

64    INT. DINING AREA, KRAMER APT. - NIGHT

ON BILLY--who sits looking down at the plate of food in
front of him as though it was a coiled rattlesnake about
to strike.

			BILLY
	What is it?

ON TED--preoccupied, jumpy.  He is eating, but he
doesn't taste a thing.

			TED
	Salisbury steak.

			BILLY
	I hate it.

			TED
	You don't hate it.  We had
	Salisbury steak last week
	and you liked it fine.

			BILLY
		(stubborn)
	No I didn't.  I hate the brown
	stuff.  It's gross.

			TED
		(strained patience)
	All it is is onions and gravy.

			BILLY
	I'm allergic to onions.

			TED
	You are not allergic of onions.

	You've had them lots of times.

			BILLY
		(sullen)
	I want a pizza.

			TED
		(trying not to lose
		patience)
	No.  This is fine.  Just take
	a bite, you'll like it fine.

Reluctantly, Billy takes a tiny bite.  He barely puts
it in his mouth before he spits it out with a great
show of being physically ill.

			BILLY
	I think I'm going to throw up.

			TED
		(getting pissed off)
	Oh, for God's sake...Here.

He reaches across and scrapes most of the sauce off of
the meat.

			TED
	There, okay? Now that's just
	plain old hamburger.

			BILLY
	Some of the brown stuff is still
	there.

			TED
		(through clenched
		teeth)
	Then eat around it.

			BILLY
	No.

			TED
		(anger building)
	Now listen to me, young man.
	Do you know what I had to go
	through to put this goddamn
	food on the goddamn table?

			BILLY
		(obstinate)
	I don't care.  I hate it.  I
	want pizza.

			TED
		(blowing up)
	Not on your life.  That's it.
	I've had it with crap around
	this house.  From now on, no more
	pizza!  Get it?  Starting right
	now you can eat real food like
	a normal human being!

			BILLY
	No!

By now both of them are out of control.

			TED
	You want to know something?!
	You are a spoiled selfish little
	brat!  Now eat--

Billy takes his plate and looking his father straight
in the eye deliberately overturns it, spilling food
everywhere.

ON TED--He is out of his chair like a shot, crosses to
Billy and jerks him to his feet.

			TED
		(yelling)
	Goddamnit!  Go to your room!

He half-carries, half-drags the child kicking and
screaming into his room.  THE CAMERA TRACKS ALONGSIDE
THEM.

			BILLY
		(at the top of his
		voice)
	Owwww...You're hurting me...
	You're hurting me...I hate you
	...I hate you...

			TED
		(seething)
	You're no bargain either, pal.

			BILLY
	I want my mommy...I want my
	mommy..


65    By now they have reached Billy's room.  Ted dumps
him on the bed unceremoniously and starts out of
the room.

			BILLY
		(sobbing)
	I want my...mm...ommy...I want
	mmmy...mommy...

			TED
		(at the door)
	Tough shit.  You're stuck with
	me.

And he slams the door behind him.

							CUT TO:

66    WIDE SHOT--the dining area.  Ted sits down
and tries to resume his meal alone.

			BILLY (O.S.)
		(sobbing, fighting
		to catch his breath)
	I want my...mmmo...mmmy.  I want
	mmmy mmo...mmy...

CLOSER IN ON TED--as he lifts his glass to take a
drink and we can SEE that he is shaking like a leaf.

							CUT TO:

67    INT. KITCHEN - NIGHT

ON TED--as he finishes doing the last of the dishes,
dries his hands and looks around to make sure that
everything has been put away.  He flips off the light
and, as THE CAMERA TRACKS WITH HIM, he walks from room
to room, turning off the lights, until he reaches the
door to Billy's room which is still closed.  Ted
hesitates for a moment, then eases open the door and
steps inside.

							CUT TO:

68    INT. BILLY'S ROOM - NIGHT

TED'S P.O.V.:  Billy lies sprawled across the bed, all
tangled up in the covers.

ON TED--as he crosses to the sleeping child and starts
to straighten the covers.

			BILLY
		(tentatively)
	Daddy?

			TED
		(all anger gone)
	Yeah?

			BILLY
	I'm sorry...

			TED
		(kisses him)
	That's okay, pal.  Go back to
	sleep.  It's very late.

He starts to get up, when:

			BILLY
	Daddy?

			TED
	Uh huh?

			BILLY
		(very quiet)
	Are you...gonna go...away?

ON TED--stunned at the question.

			TED
	Of course I'm not going away.
	I love you very much.  I'll
	be right here.

There is a beat of silence, then:

			BILLY
		(it comes pouring
		out)
	That's why mommy left...isn't
	it?  'Cause I was bad...

The boy begins to weep.

			TED
		(he puts his arm
		around Billy and
		holds him close)
	Oh, Christ...Oh, Christ...
		(he thinks for
		a moment, then:)
	No, pal.  Your mom loves you
	very much.  The reason she left
	didn't have anything to do with
	you.
		(pause, this is
		very painful)
	Look, I don't know if this will
	make any sense to you, okay?
	But I'll try and explain.  You
	see the reason your mom left
	was because...Well, I guess it
	was because I kept trying to
	make her into a certain kind of
	person...Make her be the way I
	thought a wife was supposed to
	be.  Only she wasn't like that.
	She was...
		(smiles to himself)
	Well, she wasn't like that.  And
	now, when I think about it, I
	can see she tried very hard to
	be like I wanted--very hard.
	And when she couldn't, then
	she tried to tell me about it.
	Only I wouldn't listen.  I guess
	I thought that if I was happy,
	that meant she was happy too.
	Only she wasn't.  The truth is,
	the only reason she didn't leave
	a lot sooner was because she loves
	you so much.  Joanna stayed until
	she couldn't stand me any longer
	and then she left...But it wasn't
	you, pal.  It wasn't you.

There is a long beat of silence as Billy thinks about
this.  Clearly an enormous burden has been lifted from
his shoulders.  Finally:

			BILLY
	Is mom ever coming back?

			TED
	You mean for good?

Billy nods.

			TED
	I don't think so.

			BILLY
		(thoughtfully)
	Oh...

Ted gets to his feet, starts for the door.

			TED
	Now go to sleep.  It's very late.

			BILLY
	Good night.

			TED
	Sleep tight.

			BILLY
	Don't let the bedbugs bite.

			TED
	See you in the morning light.

			BILLY
	Dad?

Ted pauses in the doorway, smiles.

			TED
	Yes?

			BILLY
	I love you...

							CUT TO:

69    EXT. CENTRAL PARK - DAY

A SERIES OF TRACKING SHOTS--as Ted runs along beside
Billy, who is learning to ride a bike.  Then, in the
last shot, Ted lets go of the bike and runs along just
behind.  Slowly as Billy gains confidence he speeds up,
leaving Ted farther and farther behind.  Finally, as
Billy glances over his shoulders.

							CUT TO:

TED'S P.O.V.:  As the boy, by now a considerable distance
away, turns and waves.

ON TED--Waving back, a grin of enormous pride on his
face.  He glances around, embarrassed to make sure no
one is watching and wipes tears from his eyes.

							CUT TO:

70    EXT. STREET - DAY

ON A BUS--as it pulls to a stop and a mob of mothers
and children get off.  Among them we spot Billy and
Ted Kramer.  THE CAMERA PANS WITH THEM as they cross
the street and enter the school building.  THE CAMERA
CONTINUES IT'S PAN across the street, to a Coffee Shop
with large plate glass windows facing the school.
There, standing in the window, watching, is Joanna
Kramer.  HOLD As THE CAMERA SLOWLY ZOOMS IN ON HER and
we SEE a look of overwhelming pain on her face.

							CUT TO:

71    EXT. PLAYGROUND, CENTRAL PARK - AFTERNOON

ON TED AND THELMA--sitting on a bench, the area around
them is stacked high with toys that the kids have
brought with them to the park.

O.S. we can HEAR Billy and Kim racing around, playing.

			TED
		(a little too casual)
	Thel, you ever hear from Joanna?

			THELMA
		(also with deliberate
		nonchalance)
	Not for a couple of months.
	The last time I heard from her
	she was living in San Francisco.

			TED
		(surprised)
	California?

			THELMA
		(watching him)
	Uh, huh...She said she had a
	good job, was playing a lot of
	tennis.  She wanted to know
	all about Billy.

There is a beat of silence, then:

			TED
		(the real question)
	She ever ask about me?

			THELMA
		(lying)
	Uh, huh...Yeah...

			TED
	What d'you tell her?

			THELMA
	I told her you're doing a

	pretty good job.

			BILLY (O.S.)
	Daddy!  Daddy!

Ted glances around:

HIS P.O.V.:  Billy and Kim are standing near the jungle
Jim.  Billy has a toy airplane in his hand.

			BILLY
	Daddy, look!  Presenting Billy
	Kramer's Fantastic Superjet!

And he begins to race around the area, making jet
noises and holding the airplane in his hand.

REVERSE ON TED--watching him, smiling.

ON BILLY--weaving in and around the benches.  He
turns and starts back towards Ted.  As he does:

QUICK CUT:  INSERT:  Billy's foot, as he trips.

ON BILLY--as he starts to fall, still holding onto the
airplane.

QUICK CUT, TED--watching, horrified.

ON BILLY--as he hits the concrete.

ON TED--He leaps to his feet, starts toward the boy.

ON BILLY--as he looks up.

JUMP CUT IN, TO EXTREME CLOSE UP--There is a terrible-
looking gash running from his cheek into his hairline.

Kim screams at the sight of the blood.

			BILLY
		(terrified)
	Daddy!

							CUT TO:

72    EXT. ENTRANCE TO CENTRAL PARK - AFTERNOON

ON THE ENTRANCE--as Ted, carrying Billy, wrapped in his
coat, comes barreling out of the park, nearly knocking
over several people with shopping bags, and begins
running like hell WITH THE CAMERA TRACKING JUST IN
FRONT OF HIM.  In the B.G. we SEE Thelma and Kim chasing
after him.  THE LENGTH OF THE TRACKING SHOT SHOULD BE
MUCH LONGER THAN WE EXPECT.  IT SHOULD, IN FACT, COVER
THE THREE CITY BLOCKS BETWEEN THE KRAMER APARTMENT AND
THE HOSPITAL, ACROSS STREETS WITHOUT STOPPING FOR THE
LIGHT, ALONG CROWDED SIDEWALKS WITHOUT STOPPING, ENDING
FINALLY ON THE EMERGENCY ENTRANCE TO THE HOSPITAL.  IT
MUST BE GENUINELY SUPERHUMAN, GENUINELY HEROIC.

							CUT TO:

73    INT. EXAMINATION ROOM, EMERGENCY SECTION,
HOSPITAL - DAY

ON TED KRAMER--He is covered with Billy's blood, it is
on his face, his shirt, his trousers.  At the moment 'he
stands helpless, watching as, Off-Screen, a surgeon
examines Billy's wound.

			SURGEON (O.S.)
		(calm, reassuring)
	That's good, Billy...That's a
	brave boy...Now then, how's that?
	Now we've cleaned it out...

WIDER SHOT--Billy lies on the examining table with the
doctor bending over him.

			SURGEON
	There.   That wasn't so bad, was
	it?

Billy doesn't say anything.

			SURGEON
	Now then, you just wait here,
	Billy.  I want to talk to your
	dad for a minute.

The doctor motions for Thelma to wait with Billy and he
crosses to Ted who stands in the doorway.

CLOSER IN ON THEN

			SURGEON
		(low voice, again calm
		and reassuring)
	Your boy is very lucky, Mr.
	Kramer.  One inch over and it
	would have caught the eye.

REACTION TED

			SURGEON
	But I'm going to have to take
	some stitches.

			TED
		(flat)
	How many?

			SURGEON
	Ten.

Ted closes his eyes, there is a sharp intake of breath.

			SURGEON
	Because of the position of the
	wound and your son's age, I
	don't think there will be much
	of a scar.  Otherwise I'd call in
	a plastic surgeon.

Ted nods.

			SURGEON
	Now, I'd advise you to wait
	outside.  It'll be eas--

			TED
		(like a shot)
	No.

			SURGEON
		(reasonable)
	Mr. Kramer, there's--

			TED
		(softly, but with
		real vehemence)
	Fuck you.  He's my son.  I'm
	staying with him.

							CUT TO:

CLOSE ON TED--He holds his son tightly while the doctor
stitches up the boy's wound.  From THIS CAMERA ANGLE
we can SEE Ted's face, but only the back of Billy's
head.  Although we do not see the stitches being made,
we do SEE the doctor's hand, with the needle and
surgical thread as it moves into and out of view with
a slow, steady rhythm.  Billy's hand clutches Ted's so
tightly that the knuckles are white.

			BILLY
		(softly, as each
		stitch is taken)
	Ohhh...Ohhhh...Ohhhhh...

			TED
		(whispering to his
		child)
	It's okay, son...I'm here...
	Just a little more to go...
	Don't worry, son...I'm here...

							FADE TO BLACK:

74    EXT. KRAMER APT. BLDG. - NIGHT

WIDE SHOT--It is late, only a few lights are still on.

							CUT TO:

75    INT. BILLY'S ROOM - NIGHT

ON BILLY--He lies in bed, fast asleep, his head swathed
in bandages.  THE CAMERA PANS AWAY FROM HIM across to
Ted, who sits in a nearby rocking chair, watching his
son.  HOLD FOR A BEAT, then Ted gets to his feet, walks
quietly to the door and steps out into the hall, closing
the door behind him.

							CUT TO:

76    INT. KITCHEN - NIGHT

WIDE SHOT--Thelma having washed and dried the dishes is
now wiping off the top of the counter top, more to keep
busy than anything else.  She looks around as Ted enters.

			THELMA
	How is he?

REVERSE ON TED--standing in the doorway.  He hasn't
changed his clothes and he is still covered with blood.

			TED
		(nods)
	He's okay...Thel, can I ask you
	a favor?

			THELMA
	Sure.

			TED
	I don't mean a little favor.
	mean a big F favor.

Thelma nods.  She watches Ted closely.  He doesn't look
at her.

			TED
	Thelma, if I die--

			THELMA
		(aghast)
	What?

			TED
		(quickly)
	I didn't say I'm going to die,
	but if I should--

			THELMA
		(deeply upset)
	Don't say that!  I don't want to
	hear you say that!

			TED
		(firmly)
	Thel, listen to me.  If, on the
	million to one shot that I
	should--
		(correcting himself)
	That anything should happen to
	me.  Would you take care of
	Billy?

			THELMA
		(amazed)
	Me?!  You want me to take care
	of Billy?!

			TED
	I thought about it a lot and
	you're the only person I know
	that I trust with him.  I mean,
	if anything happened to me,
	he'd be okay with you.  You're
	a good mother.

Silence.  Thelma looks away from him.

			TED
		(hastily)
	I know it's not an easy thing to
	answer.

Silence.  She still cannot look at him.

			TED
	Look, if it's too much
	responsibility--

Thelma nods, unable to speak.

			TED
	You're sure?

She nods again.

			TED
	Thank you, Thel.   Thank you
	very much.

							CUT TO:

77    INT. BILLY'S ROOM - EARLY MORNING

MED. SHOT ON BILLY--as he lies in bed asleep.  Some time
has passed and Billy's bandage is much smaller.  HOLD ON
HIM as we HEAR

O.S. Sound:  From the street below, the regular six-
forty-five garbage truck that serves as Billy's alarm
clock.

HOLD ON BILLY as he wakes up, struggles to his feet.
THE CAMERA TRACKS WITH HIM as, eyes closed, he stumbles
into the bathroom, pees, and still not remembering to
flush the toilet walks into the bedroom and wakes his
father.  As the child turns and walks toward the
kitchen, THE CAMERA HOLDS ON TED.  He heaves himself
to his feet and, eyes closed, in much the same manner
as his son, stumbles into the bathroom.  He automatically
flushes the toilet without bothering to look, walks
into the living room, opens the front door and picks
up the paper.  As he starts into the kitchen, he meets
Billy coming the other way carrying two plates, a
doughnut on each.

THE CAMERA NOW TRACKS WITH BILLY as he walks into the
living room, carefully sets the plates on the dining
table, crosses to the television set, and turns it on.
He returns to the table, and sits down as Ted appears
carrying two glasses of orange juice and vitamins.  He
takes a seat in the chair opposite Billy and opens his
paper and starts to read.

HOLD ON THEM as they sit without talking, eating their
breakfast--the only sound, a children's cartoon program
coming from the T.V.  From time to time Ted glances up
from his paper to look across at the cartoon.

HOLD ON THEM as we SEE that they have become roommates
in the best sense of the word.


78    EXT. TED'S OFFICE BLDG. MIDTOWN - DAY


WIDE SHOT--It is a gray, cloudy day in mid-November.

Snow is falling.

Sound-effect:  a telephone ringing.  Then:

			TED'S VOICE
	Hello?

			JOANNA'S VOICE
	Ted?

			TED'S VOICE
	Joanna?

							CUT TO:

79    INT. RESTAURANT, ISLE OF CAPRI - NIGHT

ON THE DOOR--as Ted enters, looks around.  The Maitre
d'hotel approaches.  From his attitude, it is clear
that Ted and Joanna were regular customers.

			MAITRE D'HOTEL
	Good evening, Mr. Kramer.  We
	haven't seen you for a long time.
	Mrs. Kramer, she waits for you
	in the back.

			TED
	Thank you, John.

THE CAMERA TRACKS WITH TED as he walks toward the back
room of the restaurant.  Several waiters approach and
say hello, the piano player looks up and smiles.  As
he reaches the door to the back room.

							CUT TO:

80    INT. BACK ROOM

TED'S P.O.V., JOANNA:  She sits against the wall, a
glass of white wine in front of her.  She is dressed
simply and no longer has a tan.  Nevertheless, Joanna
is still stunningly beautiful.  HOLD ON HER FOR A BEAT
as she looks up, smiles.

ON TED--He stands watching her, his knees weak.  It is
impossible not to fall in love with her all over again.

TWO SHOT--as he crosses to her table, sits down.

			JOANNA
	Hello, Ted.  You look well.

			TED
	So do you.

The waiter appears, carrying a scotch and soda.  He
sets it down on the table in front of Ted.

			WAITER
	The usual, Mr. Kramer.

				TED
		(not taking his eyes
		off Joanna)
	Thanks, Gino.

The waiter nods and promptly disappears.

			JOANNA
	How's the new job?

			TED
	Fine.

There is a self-conscious pause.  From the bar, the
piano player begins playing a new song.  From Ted and
Joanna's reaction, it is clearly a song that has meant
a great deal to them in the past.  They listen for a
moment, then:

			TED
	Look at us, Joanna.  Just like
	any old married couple having
	dinner.  Who would believe it.

			JOANNA
	Yes...How's Billy?

ON TED--The question he has been dreading.

			TED
	He's  great...except...
		(not looking at
		her)
	...Except he had...he fell and
	he cut his face. He...He has a
	scar, Joanna, from about here to
	here.
		(indicating where
		and how big)

There is a beat of silence.  A moment of shared feeling.

			TED
		(he has to say it
		to someone)
	I can't help but feel somehow...
	it's my fault.  I keep thinking
	I could've done something--
	stopped it...

			JOANNA
	You can't tell it from a distance,
	Ted.

For the first time he looks up at her.

			TED
	What?


CROSS-CUTTING BETWEEN THEM

			JOANNA
	I've seen him.

			TED
	You have?

			JOANNA
	A few times.  Sometimes I sit in
	that coffee shop across the street
	and watch when you take him to
	school.

ON TED--speechless.

			JOANNA
	He looks like a terrific kid.

			TED
	He is...
		(he still can't get
		over it)
	You sat in that coffee shop
	across from school--

			JOANNA
		(completing the sentence)
	Watching my son...Ted, I've been
	living in New York for the past
	two months.

			TED
		(amazed)
	You've been living here, in
	the city?

			JOANNA
		(a deep breath)
	Ted...The reason I wanted to see
	you...I want Billy back.

			TED
	You want what?!

			JOANNA
		(firm)
	I want my son.  I'm through
	sitting in coffee shops looking
	at him from across the street.
	I want my son.

			TED
	Are you out of your mind?!
	You're the one that walked out
	on him, remember?

			JOANNA
		(trying to explain)
	Ted, listen to me...You and I,
	we had a really crappy marriage--
		(hastily)
	Look, don't get so defensive,
	okay?  It was probably as much
	my fault as it was yours...
	Anyway when I left I was really
	screwed up--

			TED
	Joanna, I don't give a--

			JOANNA
		(she will be heard)
	Ted, all my life I'd either been
	somebody's daughter or somebody's
	wife, or somebody else's mother.
	Then all of a sudden, I was
	a thirty-two-year-old, highly
	neurotic woman who had just
	walked out on her husband and
	child.  I went to California
	because that was about as far
	away as I could get.  Only...
	I guess it wasn't far enough.
	So I started going to a shrink.
		(leaning forward,
		very sincere)
	Ted, I've had time to think.
	I've been through some changes.
	I've learned a lot about myself.

			TED
		(like a shot)
	Such as?

Silence.

			TED
		(boring in)
	Come on, Joanna, what did you
	learn?  I'd really like to know.

Silence.

			TED
		(relentless)
	One thing, okay?  Just tell me
	one goddam thing you've learned.

There is a beat of silence, then:

			JOANNA
		(quiet, determined)
	I've learned that I want my son.

ON TED--He reacts as though he has been slapped.

			TED
	Joanna, go be a mother.  Get
	married, have kids.  Don't get
	married, have kids.  Do whatever
	you want.  I don't give a damn.
	Just leave me out of it--and
	leave my baby out of it.

			JOANNA
	Ted, if you can't discuss this
	rationally--

			TED
		(getting to his feet)
	Joanna, go fuck yourself!

And with that he turns on his heels and stalks out of
the restaurant.

							CUT TO:

81    INT. LAWYER'S OFFICE - DAY

WIDE SHOT--A large, very plush office: lots of
antiques, beautiful nineteenth century paintings on the
wall along with autographed photographs of at least
three ex-Presidents of the United States.  Sitting
behind a large and imposing desk is JOHN SHAUNESSY,
a handsome, formidable man in his early sixties.  He
is well-dressed, a cornflower in his buttonhole, that
sort of thing.  At the moment, Shaunessy leans back
in his chair as Ted finishes his story.

			TED
		(leaning forward,
		intense)
	Look, she walked out on her own
	child, right?  That's desertion,
	right? Mr. Shaunessy, I'm
	telling you it's an open and
	shut case.

			SHAUNESSY
	First, there's no such thing
	as an open and shut case.
	Especially where custody is
	involved.  Got it?

Ted nods.

			SHAUNESSY
	Second, the burden is on us to
	prove your ex-wife is an unfit
	mother.  That means I'm going to
	have to play rough and, if I
	play rough, you can bet they
	will too.  Can you take that,
	Mr. Kramer?

Ted nods.

			SHAUNESSY
	Third, it'll cost you five
	thousand dollars.

REACTION TED--That's an astronomical amount of money
to him.

			SHAUNESSY
	That's if we win.  If we lose,
	you could end up having to pay
	your wife's court costs as well.

			TED
		(determined)
	Fine.

			SHAUNESSY
	Good.  You've hired yourself
	a hell of a lawyer, Mr. Kramer.
		(down to business)
	How old is the child?

			TED
	Six.

ON SHAUNESSY--He shakes his head.

			SHAUNESSY
	That's tough.  In most cases
	involving a child that young,
	the court tends to side with
	the mother.

ON TED--agitated.  This is not what he wanted to hear.

			TED
	But she signed over custody.
	Here...

He digs in his pockets, pulls out a piece of paper and
thrusts it at the lawyer.

			SHAUNESSY
		(glancing at it)
	I'm not saying we don't have a
	shot, but it won't be easy...
		(thinks for a moment)
	Mr. Kramer, do me a favor.  There
	is something I find very helpful
	in matters like this.  I sit
	down and make a list of all the
	pros and cons on an issue.
	I actually write them down and
	look at them.  I want you to
	do that, okay?  Then, after
	that, if you're really sure you
	want to retain custody of
	your child--then we'll go in
	there and whip their asses.

							CUT TO:

82    INT. LIVING ROOM, KRAMER APT. - LATE AT NIGHT

WIDE SHOT--Ted sits at the dining table, the supper
dishes have been pushed aside.  He has a legal pad in
front of him and is writing.  THE CAMERA DOLLIES IN
CLOSER.

INSERT, TED'S P.O.V.:  The legal pad.  On one side
Ted has written "Pro" and on the other, "Con."  Under-
neath "Con" Ted has written a long list of the draw-
backs involved in keeping Billy:  Sex Life, Money,
Possibility of Remarriage, Sleep, Emotional Dependence.
The "Pro" side of the list is empty.

ON TED--He sits for a moment, staring at the list, then
he crumples the paper, gets to his feet.

							CUT TO:

83    INT. BILLY'S ROOM - NIGHT



ON THE DOOR--as Ted enters.  He crosses to Billy's
bed where the child is fast asleep, sits down on the
edge, and starts to rub the child's back.

			TED
	I love you Billy Kramer.


			BILLY
		(half-asleep)
	I love you too daddy.

Ted kisses the child, gets to his feet and starts
toward the door.

			TED
	Sleep tight.  Don't let the
	bedbugs bite...

			BILLY
		(almost asleep again)
	See you in the morning light...

							CUT TO:

84 -  OMIT
87

88    INT. O'CONNOR'S OFFICE - DAY

WIDE SHOT--O'Connor stands with his back to Ted, looking
out the window.  From the beginning this is clearly an
awkward and unpleasant moment.

			O'CONNOR
		(scared to do what he
		is about to do)
	Look, ah...Ted.  I just got word
	from the guys at Revlon and...ah
	they did some marketing tests on
	our campaign and the results were...

CLOSE ON TED:  Hold on him listening as it slowly dawns
on him that he is being fired.

			O'CONNOR
		(stiff)
	Disappointing.  It only pulled a
	fourteen share and they were
	hoping for a twenty-five minimum,
	and...ah...they're not very happy
	and...Well, the guys have decided
	they want to...ah, re-think the
	entire concept and...Look, I don't
	like having to do this, okay?...
	But...I mean, what I mean is...ah,
	I'm going to have to...ah, let you
	go--

			TED
		(not really sure he
		heard right)
	Are you firing me, Jim?

ON O'CONNOR--He still has his back to Ted.

			O'CONNOR
	C'mon, Ted, don't get emotional.
	Okay?
		(whining)
	Look, this isn't exactly an easy
	thing for me to do, y'know?  I
	swear Murray and I did everything
	we could, but those sons of bitches
	were out for blood.  I mean it was
	all I could do to keep the account
	inside the shop... Look, I promise,
	if I hear of anything I'll let you
	know first thing.  Ted, I want--

O'Connor looks around.

			O'CONNOR
	Ted?...

HIS POV:  The room is empty, the door stands open and
Ted is gone.

			O'CONNOR'S VOICE
	Ted?...

							CUT TO:

88A   INT. TED'S OFFICE - DAY

WIDE SHOT--as Ted grabs a picture of Billy from his desk,
takes his jacket and coat and stalks out the door.

							CUT TO:

88B   EXT. STREET - DAY

TRACKING ALONGSIDE TED--as he walks along the street in
a state of total shock.  Behind him, in the windows of
expensive stores we note Christmas decorations.

							CUT TO:

88C   INT. INTERVIEW ROOM, EMPLOYMENT AGENCY - DAY

WIDE SHOT--Ted sits across from the interviewer, a
polished young man in his middle twenties, very
efficient, he sounds a bit like a tape recording.

			INTERVIEWER
		(glancing at a form
		Ted has filled out)
	Ummm, hmmm... umm, hmmm...
		(the good news)
	Well, this looks very good.. Of
	course
		(the bad news)
	... you understand this is the
	worst time of the year to look
	for a job.

			TED
		(panic)
	What?!  What do you mean, I don't
	understand.

			INTERVIEWER
		(patronizing)
	Mr. Kramer, nobody even thinks
	about leaving their job until
	after they get their Christmas
	bonus.

			TED
	Look, you don't understand.  I
	need a job.  I've got a kid and--

			INTERVIEWER
		(smooth)
	I understand and I'm absolutely
	sure something wonderful will
	turn up....
		(ending any further
		discussion)
	...after the first of the year.

							CUT TO:

88D   EXT. STREET - DAY

ON A TELEPHONE BOOTH--Ted stands inside, talking on the
phone.  AS THE CAMERA DOLLIES IN CLOSER, he hangs up
the receiver and takes the employment section of the New
York Times which is filled with listings he has circled
and crosses off one.  He goes on to the next, takes a
dime from the stack on the shelf in front of him and
starts to dial.

							CUT TO:

88E   EXT. TED KRAMER'S APT. HOUSE - EVENING
ESTABLISHING SHOT

							CUT TO:

88F   INT. KITCHEN - NIGHT

ON TED--who stands at the sink doing the last of the
dishes.  A dishtowel  is tucked into his belt, serving
as an apron.  HOLD ON HIM as we HEAR:

Sound-effect:   the phone ringing.

Ted wipes his hands, picks up the phone.

			TED
	Uh, huh?

			SECRETARY'S VOICE
		(from the phone)
	Mr. Kramer?  Please hold for Mr.
	Shaunessy...

Then, a moment later:

			SHAUNESSY'S VOICE
	Ted?  They've set the court date.
	I just heard today...It's...
		(checking his notes)
	January sixth.

			TED
		(despair)
	Oh, Christ.. .John, there's some-
	thing I ought to tell you.  My...
	ah, situation has...changed.  I
	lost my job.

There is a long pause, too long.

			TED
	John?

			SHAUNESSY'S VOICE
		(thoughtfully)
	Ted, I won't lie to you, we don't
	have a hope in hell of winning a
	custody hearing if you're out of
	work.

Ted doubles over the phone like he has been hit in the
stomach.

			TED
		(softly, but with
		real feeling)
	Good Christ, Joanna, just get the
	hell out of my life.

			SHAUNESSY'S VOICE
	Ted?  Are you there?

			TED
	Yeah.

			SHAUNESSY'S VOICE
	Any prospects?

			TED
		(trying to make
		himself believe it)
	Don't worry.  I plan to have
	something within twenty-four
	hours, John.

			SHAUNESSY'S VOICE
		(amazed)
	How the hell are you going to do
	that?

			TED
		(grim)
	I don't know.


89    INT. INTERVIEW ROOM, EMPLOYMENT AGENCY - DAY

WIDE SHOT--The same young man sits across the desk from
Ted.

			INTERVIEWER
		(smirk)
	Mis-ter Kramer, as I mentioned
	yesterday, this is a very bad
	time of year to look for work.
	Now I'm sure we'll have something
	for you by mid-February, March
	at the latest.

CLOSE ON TED--leaning forward, impatient.

				TED
	I need a job, now.

CROSS-CUTTING BETWEEN THEM--The interviewer gives Ted a
weary look.  Then he starts to flip through the card
file.

			INTERVIEWER
		(going through the
		motions)
	No...No...No...

Finally he pauses at one card, pulls it out.

			INTERVIEWER
		(doubtfully)
	There might be something at J.
	Walter Thompson.  But...
		(shaking his head)
	...I don't think they're really
	serious.  The position's been
	open for two months and...
		(shrugs)
	They may just be on a fishing
	expedition.
		(cheerful)
	I'm sure you'll be much happier
	if you wait until after the
	first--

			TED
		(checking his
		watch)
	Call up the people at J. Walter
	Thompson.  Set up an appointment
	at four.

			INTERVIEWER
		(politeness strained
		almost to the breaking
		point)
	Mis-ter Kramer, it's...
		(checking his watch)
	...almost four now.  It's the
	Friday before Christmas.  Nobody
	is going to want to--

			TED
		(leaning forward,
		tough as nails)
	Either you call and set up the
	appointment, or I'll call.  And
	if I call, you lose the
	commission.

			INTERVIEWER
		(arch)
	My, we are a hot shot aren't we?

Ted is already on his feet and halfway out the door.

			TED
	You bet your ass.

							CUT TO:

90    INT. OFFICE ADVERTISING MANAGER, J. WALTER
THOMPSON - LATE AFTERNOON

It is dark outside and the lights are on in the office.
From beyond the door, we can hear the sounds of a
Christmas office party in full swing.

ON JACK ACKERMAN--The advertising manager.  A balding
man in his mid-forties, he wears a suit, complete with
vest.  At the moment he sits behind his desk listening
to Ted's spiel, from time to time he glances at the
resume on the desk in front of him.

			TED (O.S.)
	So, Mr. Ackerman, as you can see
	from my resume, my experience in
	setting up the leisure package
	concept means that I've spent a
	lot of time working along the
	same lines as your multiple buys
	and your regional advertising
	ideas.  I know the pitfalls, but
	--and this is more important--I
	know the potential revenue for
	the company inherent in these
	programs.

ON TED--as he finishes.  He sits back, pleased with
himself.

CROSS-CUTTING BETWEEN THEM

			ACKERMAN
	Well, Mr. Kramer, I must say this
	has been very impressive.  I'd
	like to think about it and
	get back to you.

			TED
		(leaning forward)
	Mr. Ackerman, is there anyone
	else that I should see before
	you come to a decision.

			ACKERMAN
	Mr. Spencer, our Advertising
	Director.

			TED

		(no time to waste)
	Could I see him right away?

			ACKERMAN
		(taken aback)
	I'm sorry, but he's leaving this
	evening for a two-week vacation.
	I'll set up something the moment
	he gets back.

He gets to his feet, starts to shake Ted's hand, ready
to end the interview.

			TED
	I'd like to see him now--before
	he leaves.

			ACKERMAN
	Mr. Kramer, I don't think--

			TED
		(means it)
	I want this position very much.

Ackerman gives Ted a long, considered look, then:

			ACKERMAN
	Wait here.

He turns and goes out the door.

							CUT TO:

91    INT. OUTER OFFICE, J. WALTER THOMPSON -
LATE AFTERNOON

The large room is crowded with secretaries, junior
executives, researchers, editors, ad-men, etc., etc.
They all have drinks in their hands and there is a good
deal of kissing and general conviviality going on.

THE CAMERA TRACKS WITH ACKERMAN as he steps out of his
office, closes the door behind him and makes his way
across the room to MR. SPENCER, the Advertising Director.
At the moment, Spencer stands with his coat over one
arm and a drink in his hand talking to a very pretty
young woman.  Ackerman approaches him, whispers some-
thing in his ear.  Spencer shakes his head and points
to his watch.  Ackerman says something else and finally,
with a look of weary resignation, Spencer excuses him-
self from the pretty young woman and follows Ackerman
back to his office.  THE CAMERA FOLLOWS THEM.  As
Ackerman opens the door to his office, THE CAMERA IS
ANGLED so that we can SEE past them, into the office
where Ted stands waiting.

			ACKERMAN
		(as they enter)
	Mr. Spencer, Mr. Kramer.

			SPENCER
		(not wasting any time)
	So you're the go-getter.  All
	right, you've got ten minutes.

As the door closes behind them, blocking our view, THE
CAMERA PANS UP to a clock over the door.  It reads
five-fifteen.

							MATCH DISSOLVE TO:

92    INT. ACKERMAN'S OFFICE - LATE AFTERNOON

ON A CLOCK--which now reads five twenty-two.  THE CAMERA
PULLS BACK TO REVEAL Spencer, now sitting in Ackerman's
chair, his feet on Ackerman's desk.  Ted has just
finished his pitch.

			SPENCER
		(sipping his drink)
	That's very interesting, Mr.
	Kramer.  I must say, it's very
	interesting.  Let me think about
	it.  I'll let Jack...
		(indicating Ackerman)
	...know and he'll get in touch
	with you.

Spencer gets to his feet, starts to retrieve his coat.

ON TED--as he decides to take a gamble.

			TED
	Excuse me, I believe you said
	I had ten minutes.

ON SPENCER--almost at the door, looking around.

			SPENCER
	Well?

ON TED--checking his watch.

			TED
	That means I've got two minutes
	left.  I understand you're paying
	twenty-five.

Spencer nods.

			TED
		(a deep breath, then
		a real huckster)
	All right, I'll tell you what
	I'm gonna do--I'll take the job
	at twenty-two-five.  Now, that's
	twenty-five hundred less than
	you're offering.  The only thing
	is, you have to say yes right
	now.  Not tomorrow.  Not next
	week.  Not after the holidays.
	It's worth it to me for a
	yes right now and I'll take
	twenty-five hundred less.

There is a long beat of silence as Spencer and Ackerman
look at one another.  They were clearly not prepared
for this.

			TED
		(watching them)
	Today only.  One day only.
	Twenty-two five.

			SPENCER
	Mr. Kramer, can we talk privately
	for a moment?

			TED
	Certainly.

							CUT TO:

93    OUTER OFFICE - LATE AFTERNOON

ON TED--as he steps out of Ackerman's office, sits down.
Now, all of the fear, all of the anxiety that he has
been fighting down comes welling up.  What if he pushed
too hard? What will he do if he doesn't get a job?
If Ted Kramer could fall to his knees and pray, he
would.

CROSS-CUT WITH THE CHRISTMAS PARTY-- that swirls around
him.  We notice in particular, one very pretty young
woman flirting with a number of men.  She is wearing
a dress with straps, one of them has broken and she
has patched it with a piece of masking tape.

Finally the door to Ackerman's office opens and he
steps out.

			ACKERMAN
	Mr. Kramer?

Ted jumps to his feet, starts into the office.

							CUT TO:

94    INT. ACKERMAN'S OFFICE - LATE AFTERNOON

ON SPENCER--He looks at Ted carefully for a long time,
then:

			SPENCER
		(grins)
	Welcome aboard, Mr. Kramer.

C.U. TED--There is an instant of relief, then, with
astounding cool:

			TED
	Well, gentlemen, I'm pleased
	to be with you.

ANOTHER ANGLE--as they shake hands, say their good-
byes.  THE CAMERA TRACKS WITH TED as he makes his way

through the Christmas party that is still going strong.
Then, suddenly, as he passes the very pretty woman we
noticed earlier, he turns and kisses her.

QUICK CUTS--as a look passes between them, a sudden
chemistry, something we have not seen in Ted before.

				TED
		(steps back from
		the astounded
		girl, grins)
	Merry Christmas.

							CUT TO:

95    EXT. STREET - DAY

ON A BUS--as it pulls to a stop, the doors open and,
along with the usual flood of mothers and children we
SEE Ted and Billy.  THE CAMERA TRACKS WITH THEM as they
walk to school.  Billy is talking a mile a minute,
describing in minute detail the plot of an episode of
"I Dream of Jeannie."  Ted listens intently, then,
almost involuntarily, he glances over his shoulder in
the direction of the Coffee Shop.

HIS P.O.V.:  There, standing in the window, watching,
is Joanna.

ON TED AND BILLY--as they continue to walk.  Ted's
eyes remain on Joanna.  As they reach the door to the
school, Ted looks at his son.

			TED
		(kissing Billy
		good-bye)
	You're a terrific kid, Billy
	Kramer.

He stands watching as Billy rushes off into the building.
Then he turns back and once again looks in the direction
of the Coffee Shop.

HIS P.O.V.:  This time there is no one there.

							CUT TO:

96    EXT. KRAMER APT. BLDG. - NIGHT
ESTABLISHING SHOT--HOLD FOR A BEAT as we HEAR:

O.S. Sound:  a telephone ringing.  Then, a moment later:

			TED'S VOICE
	Hello?

			SHAUNESSY'S VOICE
	Ted?  John Shaunessy here.  I
	just got a call from your wife's
	lawyer.  She wants to see the
	kid.

							CUT TO:

97    INT. KITCHEN, KRAMER APT. - NIGHT

Ted Kramer, the phone cradled against his ear is clean-
ing up the remains of one of Billy's attempts to make
the perfect peanut butter sandwich.


CLOSE ON TED--horrified.

			TED
	What?!  She wants what?!

			SHAUNESSY'S VOICE
		(he's been through
		this a million times)
	She's the mother.  That means
	she's within her legal rights.

			TED
		(agitated)
	John, what if she kidnaps him.

I've heard all these--

			SHAUNESSY
		(the patience of a
		saint)
	Look, Ted, I don't honestly
	think she would go to the trouble
	of suing you for custody of
	the child if she was planning
	on kidnapping him.

			TED
		(doubtful)
	I don't know, John...I mean,
	to be brutally honest, I'm not
	so sure what kind of mental shape
	Joanna's in right now.  Y'know
	she admitted she was seeing
	a shrink.

			SHAUNESSY'S VOICE
		(a flicker of
		interest)
	You ever see her talk to the
	walls?

			TED
	No, but--

			SHAUNESSY'S VOICE
	Then you don't have a choice.
	Have Billy at the Seventy-
	Fifth Street entrance to Central
	Park, Saturday at ten.

							CUT TO:

98    EXT. FIFTH AVE. SIDE OF CENTRAL PARK - DAY

ON TED AND BILLY, TRACKING IN FRONT OF THEM as they walk
along the Central Park side of Fifth Ave.  From their
attitude it is clear that each of them, for their own
reasons, is very nervous.

TED'S P.O.V., TRACKING FORWARD:  about half a block
away Joanna paces back and forth.  She hasn't seen them
and it is clear that she is as nervous as they are.


ANOTHER ANGLE ON TED AND BILLY--Ted stops, turns to
Billy and gives him a last-minute check.  Then, spotting
a smudge he takes his handkerchief, spits on it and
wipes the child's chin.  Now satisfied, he takes Billy's
hand and they continue.  Suddenly:

C.U. BILLY--as he spots his mother.

			BILLY
	Mommy!

QUICK CUT JOANNA--as she turns, spots Billy, starts
to run.

ON BILLY, TRACKING WITH HIM--as he lets go of Ted's
hand and starts to run flat out toward his mother.
She kneels, opens her arms wide for him and he goes
barreling into her, almost knocking her down from the
impact.

			JOANNA
		(somewhere between
		laughter and tears)
	Oh, Billy...Oh my Billy...Oh
	my son...

WIDER SHOT--Joanna gets to her feet and takes Billy's
hand.

			JOANNA
		(to Ted, but looking
		at Billy)
	I'll have him back at six.

And they start off in the opposite direction.

ON TED--realizing that Billy has not said good-bye, has
not looked at him once.

							JUMP CUT TO:

WIDER SHOT--Ted stands helpless, watching them leave.

							JUMP CUT TO:

WIDER SHOT--Ted, now almost lost from view on the
crowded street, still hasn't moved.

							FADE TO BLACK.

99    OMIT

100   WIDE SHOT--Ted and Phyllis, getting ready to go to bed.
They look like a couple that has been married at least
five years.  Ted is busy talking as he takes off his
tie, jacket and starts to unbutton his shirt.  Phyllis
is getting undressed also, hanging things in the closet,
putting things away in drawers.  But as Ted continues
to talk, she watches him apprehensively, it is clear
that something is wrong.

			TED
		(he has become an
		armchair lawyer)
	So, naturally, you assume that
	since Joanna left, that would
	be a compelling point against
	her, right?

			PHYLLIS
		(thoughtful)
	Right.

			TED
	But it doesn't work that way.
	A major decision was handed
	down by the Appellate Court in
	1969--in the case of Haskins
	vs. Haskins.

			PHYLLIS
	Kramer--

			TED
	Now in Haskins vs. Haskins the
	court ruled in favor of the
	mother, thus establishing a
	precedent for awarding the child
	to the mother even though she
	previously abandoned the baby.

			PHYLLIS
	Kramer...There's something I
	ought to tell you.

			TED
	Yeah?

			PHYLLIS
	I've been offered a job in
	Washington with H.E.W.

CLOSE ON TED--lie stops what he is doing, turns to her.

			TED
	And?

			PHYLLIS
		(a deep breath)
	I'm going to take it.

REACTION, TED--He sits down on the bed.

			PHYLLIS
	It's a very good job--too good
	to pass up.  I'll be handling
	funding for the whole...
		(she stops, sits
		beside him on
		the bed)
	Look, I...
		(she means love)
	..."like" you a lot.  And you...
		(she means love)
	..."like" me, okay?  Maybe if it
	was a year from now, maybe things
	would be different...

			TED
		(quiet)
	But it's not a year from now,
	is it?

She shakes her head, then, reaches out and touches him.

			PHYLLIS
	I'll miss you, Kramer...


101   INT. KRAMER APT. - DAY

ON THE FRONT DOOR-- It is open and standing in the door-
way is an attractive woman, a bit overweight and very
serious.  This is DR. ALVAREZ, the court-appointed
psychiatrist.

			ALVAREZ
	Mr. Kramer?

			TED
	Yes?

			ALVAREZ
	I'm Dr. Alvarez, Judge Atkins
	asked me to look in on your son
	and prepare an evaluation sheet.

			TED
	Oh, yes.  Won't you come in.

Dr. Alvarez enters the apartment.  Ted helps her off
with her coat.

			ALVAREZ
	Where is the child?

			TED
	He's in his room, playing.

			ALVAREZ
	Good.  I'll see him in there.

As Ted carries her coat to the closet, Dr. Alvarez
walks into the living room, looks around.

			ALVAREZ
	Mr. Kramer, do you ever have sex
	in here with anyone?

			TED
	Doctor, I attempt to conduct my
	social life discreetly.  At the
	moment I am seeing no one.

CROSS-CUTTING BETWEEN THEM

			ALVAREZ
	Does that distress you?

			TED
	Not particularly.

			ALVAREZ
	What does?

			TED
	The prospect of losing my child.

			ALVAREZ
		(makes some notes, then:)
	Very well, I'd like to see him if
	I may.

They cross to the door of Billy's room.  Ted opens it.


102   INT. BILLY'S ROOM - DAY

THEIR P.O.V.:  The room is a mess, blocks are stacked
everywhere.  Billy sits in the middle playing with his
toys.

ON TED AND DR. ALVAREZ--They stand in the doorway.

			TED
	Billy.   This is Dr. Alvarez.
	She would like to talk to you.

			BILLY
		(looking up from
		his toys)
	Sure.

There is an awkward pause as Ted remains in the doorway.

			DR. ALVAREZ
		(pointedly)
	I'd like to talk to Billy privately.

			TED
		(embarrassed at
		being caught)
	Oh, yeah...

Reluctantly, Ted leaves, closing the door behind him.


103   THE CAMERA TRACKS WITH HIM as he crosses the living
room to the couch where he has a stack of legal books
and a number of note pads spread out.   He is obviously
continuing his legal education.   THROUGH OUT THE
FOLLOWING, THE CAMERA REMAINS ON HIS FACE.

			ALVAREZ (O.S.)
	What do you have here, Billy?

			BILLY (O.S.)
	Detroit.

			ALVAREZ (O.S.)

	Have you ever been to Detroit?

			BILLY (O.S.)
	No.  But I've been to Brooklyn.

			ALVAREZ (O.S.)
	I see you have people there.
	What are their names?

			BILLY (O.S.)
	That's Kim...and this one's
	Thelma and that's Mrs. Willewska
	and this is daddy and that's
	Batman and over there is Robin.

			ALVAREZ (O.S.)
	What about your mommy?

			BILLY (O.S.)
	Oh, sure.  Here, this can be
	mommy.

			ALVAREZ (O.S.)
	Do you like to be with your mommy?

Ted by now has given up all pretense of working. He
wags his pencil in the direction of the door.

			TED
		(the defense attorney)
	Objection.  You're leading the
	witness.

			BILLY (O.S.)
	Sure.

			ALVAREZ (O.S.)
	What do you like best about her?

			BILLY (O.S.)
	Lunch in a restaurant.

			ALVAREZ (O.S.)
	What do you like best about your
	daddy?

			BILLY (O.S.)
	Playing.

			ALVAREZ (O.S.)
	Tell me, does your daddy ever hit
	you?

REACTION, TED--eyes wide.  He starts to get up.

			TED
	Objection.

			BILLY (O.S.)
	Sure.  Lots of times.

This brings Ted all the way to his feet.  He starts
across the living room headed for the door to Billy's
room.

			ALVAREZ (O.S.)
		(interested)
	When does he hit you?

Ted has his hand on the doorknob, about to enter.

			BILLY (O.S.)
	He hits me on the planet Kriptarium,
	when I steal the buried treasure
	from the famous peanut butter
	factory.

			ALVAREZ (O.S.)
	In real life when does he hit you?

			BILLY (O.S.)
		(laughing)
	My daddy doesn't hit me, silly.
	Why would my daddy hit me?

							CUT TO:

104   EXT. MODERN OFFICE BUILDING, MIDTOWN - DAY

WIDE SHOT--It is a Saturday afternoon.  HOLD FOR A
BEAT as we SEE Ted Kramer and Billy approaching.  Billy
is talking a mile a minute.  Ted listens intently,
absorbed in the boy's description.  As they turn into
the entrance of the office building:


105   INT. CORRIDOR, J. WALTER THOMPSON - DAY

WIDE SHOT--A long corridor with desks for secretaries
lined up next to doors leading to smaller individual
offices.  As they approach a door in the foreground
that bears a small sign reading, "Ted Kramer":

			TED
		(interrupting Billy,
		who is still in the
		middle of his story)
	See.  That's my name.

			BILLY
		(looking at the sign)
	It's my name too.

			TED
	Right.

As he opens the door:

							CUT TO:

106   INT. TED KRAMER'S OFFICE - DAY

It is a pleasant enough office, but nothing spectacular,
windows that look out over Fifty-seventh Street, simple
Formica furniture, that sort of thing.

ON THE DOOR--as they enter.

			BILLY
		(he stops dead in
		his tracks at the
		sight of the office)
	Wow!

			TED
		(pleased)
	You like it?

Billy crosses to the window, presses his nose to the
glass, looks out.

			BILLY
	Wow!  Is this really where you
	work?

Ted nods, walks over to the desk and begins collecting
paperwork to do over the weekend.  As he does, Billy
goes through the office, sitting in every chair,
looking in every drawer.

			BILLY
	Is this really your desk?

			TED
	Yep.

			BILLY
	Is that really your chair?

			TED
	Uh huh...

			BILLY
	Wow!  That's neat.   Can I sit
	in it?

			TED
	Sure.

Billy plops himself down in Ted's chair, swivels
around.
			BILLY
	Did mommy ever see this?

			TED
	No, she never did.

			BILLY
	Are you going to get remarried?

			TED
	I don't know.  I hadn't thought
	much about it.

			BILLY
	Are you going to remarried
	Phyllis?

			TED
		(shaking his head)
	No.

CLOSE ON BILLY--There is a long pause, then:

			BILLY
	Will you and mommy get remarried?

Ted stops what he is doing, looks across at Billy:

				TED
	No, son.  Daddy and mommy will
	never get remarried.

				BILLY
		(looking around Ted's
		office)
	Boy, I bet you if mommy ever
	saw this she'd remarried you.

107   OMIT

							CUT TO:

108   INT. BEDROOM - VERY EARLY IN THE MORNING

CLOSE ON AN ALARM CLOCK THAT SITS ON A NIGHTSTAND--As
it rings, THE CAMERA PANS ACROSS and we SEE Joanna
sitting in bed wide awake, smoking.  As she puts out
the cigarette she has been smoking and starts to get
out of bed,

							CUT TO:

109   INT. KITCHEN, TED KRAMER'S APT. - EARLY MORNING

ON TED--who stands with a cup of coffee in his hands,
looking out the window, but not seeing anything.  HOLD
FOR A BEAT, then he checks his watch and starts for
the bedroom.

							CUT TO:

110   INT. JOANNA'S BEDROOM - MORNING

ON: JOANNA--as she selects a very conservative suit from
her closet.

							CUT TO:

111   INT. BILLY KRAMER'S BEDROOM - MORNING

WIDE SHOT--as Ted, now fully dressed, wearing a dark
blue suit, white shirt, conservative tie, leans over
Billy and wakes him.

							CUT TO:

112   INT. COFFEE SHOP - MORNING

Joanna sits across from her lawyer as he talks to her,
intently, giving her last-minute instructions.

							CUT TO:

113   EXT. STREET - MORNING

ON TED KRAMER--taking Billy to school.  They stop at the
entrance, Ted kisses his son good-bye and stands for
a moment watching as the boy runs into the building.

							CUT TO:

114   EXT. COURTHOUSE - DAY

WIDE SHOT--It is a bleak January morning, the streets
around the courthouse are mobbed with people on their
way to work.  We SEE Ted Kramer, a tiny figure among
hundreds, coming out of the subway.  He crosses the
street and starts up the steps of the large and
forbidding courthouse.

							CUT TO:

115   INT. COURTHOUSE - DAY

WIDE SHOT--as Ted gets off the elevator and starts
down the corridor, toward the courtroom.  In the F.G.,
--standing by the door of the courtroom itself is John
Shaunessy, he greets Ted, they shake hands and talk
together for a moment.  Then, as they enter the
courtroom:

							CUT TO:

116   INT. COURTROOM

ON THE DOOR--as Ted enters, looks around.  Mrs. Willewska
sits in one of the back rows, wearing her best Easter
hat.  Ted pauses by her, thanks her for coming.

Several rows in front of her is Thelma.  Ted crosses
to her, they talk quietly between themselves for a few
moments.  Then Ted moves on to a table at the front of
the room where John Shaunessy waits.

ON THE DOORS AT THE BACK OF THE COURTROOM--as they swing
open and Joanna, along with her lawyer, a MR. GRESSEN.
THE CAMERA PANS WITH THEM as they walk to the front of
the room and take their seats at the table opposite Ted
and his lawyer.

			CLERK
	Oyez, oyez...The third Circuit
	Court of the State of New York,
	Judge Atkins presiding is now in
	session.  All rise...

WIDE SHOT--as the judge enters, takes his seat.

Opening business of the court.

WIDE SHOT--as Gressen	(Joanna's lawyer) gets to his feet.

			GRESSEN
	Your honor.  As our first witness
	I would like to call Joanna Kramer.

TWO SHOT, TED AND SHAUNESSY--The lawyer leans across
to Ted.

			SHAUNESSY
		(stage whisper)
	Real direct.  Motherhood...
	They're going right for the
	throat.

WIDE SHOT--as Joanna gets to her feet, crosses to the
witness stand and is sworn in.

Note: Throughout the following, we continually CROSS-
CUT to Ted Kramer, leaning forward, listening intently.

It becomes evident that, in spite of himself, there are
moments he feels great compassion for Joanna.

			GRESSEN
	Now then, Mrs. Kramer, would
	you tell the court how long you
	were married?

			JOANNA
	Six years.

			GRESSEN
	And would you describe those
	years as happy?

			JOANNA
	The first couple, yes, but after
	that it became increasingly
	difficult.

			GRESSEN
	Mrs. Kramer, did you ever work
	in a job while you were married
	to your ex-husband?

			JOANNA
	No, I did not.

			GRESSEN
	Did you wish to?

			JOANNA
	Yes.  I tried to talk to Ted--
	my ex-husband--about it, but he
	wouldn't listen.  He refuses to
	discuss it in any serious way.
	I remember one time he said I
	probably couldn't get a job that
	would pay enough to hire a baby-
	sitter for Billy.

			GRESSEN
	Tell me, Mrs. Kramer, are you
	employed at the present time?

			JOANNA
	Yes, I work for Jantzen as a
	sportswear designer.

			GRESSEN
	And what is your present salary?

			JOANNA
	I make thirty-one thousand
	dollars a year.

REACTION TED--stunned.

			GRESSEN
		(switching tactics)
	Mrs. Kramer, do you love your
	child?

			JOANNA
		(emphatically)
	Yes.  Very much.

			GRESSEN
	And yet you chose to leave him?

There is a long pause, then:

			JOANNA
		(speaking carefully,
		with great thought)
	Yes...Look, during the last
	five years we were married, I
	had...I was getting more and
	more...unhappy, more and more
	frustrated.  I needed to talk to
	somebody.  I needed to find out if
	it was me, if I was going crazy
	or what.  But every time I
	turned to Ted--my ex-husband,
	he couldn't handle it.  He
	became very...I don't know,
	very threatened.  I mean, when-
	ever I would bring up anything
	he would act like it was some kind
	of personal attack.  Anyway, we
	became more and more separate
	...more and more isolated from
	one another.  Finally, I had no
	other choice, I had to leave.
	And because of my ex-husband's
	attitude--his unwillingness to
	deal with my feelings, I had
	come to have almost no self-
	esteem...
		(with feeling)
	At the time I left, I sincerely
	believed that there was something
	wrong with me--that my son would
	be better off without me.  It
	was only when I got to California
	and started into therapy I began
	to realize I wasn't a terrible
	person.  And that just because
	I needed some creative and
	emotional outlet other than my
	child, that didn't make me unfit
	to be a mother.

			GRESSEN
		(to the judge)
	Your honor, I would like to place
	in evidence a report on Mrs.
	Kramer's therapy by her therapist,
	Dr. Elinore Freedman of La Jolla,
	California.

And with that he hands both the judge and Shaunessy a
thick sheaf of papers.  Then, turning his attention back
to Joanna:

			GRESSEN
	Mr. Kramer, why did you set up
	residence in New York?

			JOANNA
	Because my son is here.  And his
	father is here.  As a mother,
	I don't want my child to be
	separated from his father.

			GRESSEN
	Mrs. Kramer, can you tell the
	court why you are asking for
	custody?

There is a pause, then:

			JOANNA
	Because he's my child...Because
	I love him.  I know I left my
	son, I know that's a terrible
	thing to do.  Believe me, I
	have to live with that every
	day of my life.  But just because
	I'm a woman, don't I have a right
	to the same hopes and dreams as a
	man?  Don't I have a right to a
	life of my own?  Is that so awful?
	Is my pain any less just because
	I'm a woman? Are my feelings
	any cheaper?  I left my child--
	I know there is no excuse for
	that.  But since then, I have
	gotten help.  I have worked hard
	to become a whole human being.
	I don't think I should be punished
	for that.  I don't think my son
	should be punished for that.
	Billy's only six.  He needs me.
	I'm not saying he doesn't need
	his father, but he needs me
	more.  I'm his mother.

There is a beat of silence, then:

			GRESSEN
	Thank you, Mrs. Kramer.  I have
	no further questions.

ON SHAUNESSY--as he stands, collects his papers from
the table and, taking his own sweet time, crosses to
Joanna.

			SHAUNESSY
	Now then, Mrs. Kramer, you said
	you were married seven years.
	Is that correct?

			JOANNA
	Yes.

			SHAUNESSY
	In all that time did your husband
	ever strike you or abuse you
	physically in any way.

			JOANNA
	No.

			SHAUNESSY
	Did your husband strike or
	physically abuse his child in
	any way?

			JOANNA
	No.

			SHAUNESSY
	Would you describe your husband
	as an alcoholic?

			JOANNA
	No.

			SHAUNESSY
	A heavy drinker?

			JOANNA
	No.

			SHAUNESSY
	Was he unfaithful?

			JOANNA
	No.

			SHAUNESSY
	Did he ever fail to provide for
	you?

			JOANNA
	No.

			SHAUNESSY
		(wry smile)
	Well, I can certainly understand
	why you left him.

			GRESSEN
	Objection.

			SHAUNESSY
		(switching his line of
		questioning)
	How long do you plan to live in
	New York, Mrs. Kramer?

			JOANNA
	Permanently.

Note: During the early part of Shaunessy's cross-
examination, Joanna has been very forthright, very sure
of herself.  Now, as he starts getting tougher, she
begins to falter.

			SHAUNESSY
	Permanently?
		(smiles, like a
		shark smiles)
	Mrs. Kramer, how many boy friends
	have you had--permanently?

ON JOANNA--Her head snaps back as though she's been hit.

			JOANNA
	I don't recall.

			SHAUNESSY
		(boring in)
	How many lovers have you had--
	permanently?

			JOANNA
		(looks toward Gressen
		for help)
	I don't recall.

			SHAUNESSY
	More than three, less than thirty-
	three--permanently?

ON GRESSEN--He is again on his feet, outraged.

			GRESSEN
	Objection!

			JUDGE
	Overruled.  The witness will
	answer, please.

			JOANNA
		(almost a whisper)
	Somewhere in between.

			SHAUNESSY
	Do you have a lover now?

			GRESSEN
		(furious)
	Objection!

			SHAUNESSY
		(to the judge)
	Your honor, I would request a
	direct answer to a direct
	question.  Does she have a
	lover?

			JUDGE
	I'll allow that.  The witness
	will answer please.

			JOANNA
		(in a whisper)
	Yes.

			SHAUNESSY
	Is that...permanent?

			JOANNA
		(by now she is be-
		coming thoroughly
		rattled)
	I...I don't know...

			SHAUNESSY
	Then, we don't really know, do
	we, when you say "permanently"
	if you're planning to remain in
	New York, or even to keep the
	child for that matter, since
	you've never really done anything
	in your life that was continuing,
	stable, that could be regarded
	as permanent.

ON THE PETITIONER'S TABLE--Gressen jumps to his feet.

			GRESSEN
	Objection!  I must ask that the
	counsel be prevented from harassing
	the witness.

			JUDGE
	Sustained.

			SHAUNESSY
		(a new attack)
	Mrs. Kramer, how can you consider
	yourself a fit mother when you
	have been a failure at virtually
	every relationship you have
	undertaken as an adult?

			GRESSEN
		(red in the face)
	Objection!

			JUDGE
	Sustained.

			SHAUNESSY
	I'll ask it another way.  What was
	the longest personal relationship
	you have had in your life--other
	than parents and girlfriends?

			JOANNA
		(rattled)
	Ah...I guess I'd have to say...
	with my child.


			SHAUNESSY
		(wonder, irony)
	Whom you've seen twice in a year?
	Mrs. Kramer, your ex-husband,
	wasn't he the longest personal
	relationship in your life?

			JOANNA
		(reluctantly)
	I suppose...

			SHAUNESSY
	Would you speak up, Mrs. Kramer?
	I couldn't hear you.

			JOANNA
		(louder)
	Yes.

			SHAUNESSY
	How long was that?

			JOANNA
	We were married two years before
	the baby.  And then four very
	difficult years.

			SHAUNESSY
	So, you were a failure at the
	longest, most important
	relationship in your life.

			GRESSEN
	Objection!

			JUDGE
	Overruled.

			JOANNA
	I was not a failure.

			SHAUNESSY
		(sarcastic)
	Oh?  What do you call it then
	--a success?  The marriage ended
	in divorce.

			JOANNA
		(so angry she
		forgets her cool)
	I consider it less my failure
	than his.

			SHAUNESSY
		(seizes on this)
	Congratulations, Mrs. Kramer.
	You have just rewritten matrimonial
	law.  You were both divorced,
	Mrs. Kramer.

			GRESSEN
		(on his feet)
	Objection!

			SHAUNESSY
		(to the judge)
	Your honor, I'd like to ask
	what this model of stability
	and respectability has ever
	succeeded at?
		(to Joanna)
	Mrs. Kramer, were you a failure
	at the longest, most important
	personal relationship in your life?

CLOSE ON JOANNA--who sits silently.

				JUDGE
	Please answer the question,
	Mrs. Kramer.

				JOANNA
		(whisper)
	It did not succeed.

			SHAUNESSY
		(suddenly fierce)
	Not it...Not it, Mrs. Kramer--
	you.  Were you a failure at the
	most important personal relation-
	ship of your life?

CLOSER IN ON JOANNA--Silence.

			SHAUNESSY
	Were you?

EXTREME CLOSE UP JOANNA

				JOANNA
		(barely audible)
	Yes.

WIDE SHOT--Shaunessy smiles, turns his back on Joanna
and walks back toward the respondent's table.

			SHAUNESSY
	No further questions.

CLOSER IN ON THE TABLE--as Shaunessy sits down next to
Ted.

			TED
		(leaning over,
		in a whisper)
	Jesus Christ.  Did you have to
	be so rough on her?

			SHAUNESSY
		(tough)
	Do you want the kid or don't you?

ON JOANNA--shaken, she gets down from the witness stand,
crosses to the petitioner's table without looking at
Ted.  She sits, leans across to her lawyer and whispers
something in his ear.  As he nods,

							CUT TO:

116A  INT. COURTROOM, LATER IN THE DAY

ON JIM O'CONNOR--who sits in the witness stand. At the
moment he is being examined by Gressen.

			GRESSEN
	Now then, Mr. O'Connor, how long
	did Ted Kramer work for you?

			O'CONNOR
	Eight, almost nine years.

			GRESSEN
	And did you have a close personal
	relationship?

			O'CONNOR
		(in a whisper)
	Yes...

			GRESSEN
	And how did you find his work?

			O'CONNOR
	It was good.  He was a hard worker,
	a lot of drive, a real hustler.

			GRESSEN
	And yet you fired him.

There is a long pause.

			O'CONNOR
		(looking down)
	Ted was a good worker.  But, ah...
	... after his wife left him and he
	was taking care of the kid on his
	own, things started to change.
	Look, I know he had problems, I
	understand that.  I've got problems,
	everybody's got problems.  But I've
	got a shop to run, I can't let that
	kind of thing get in the way...
			(quietly)
	I guess I felt that Ted was letting
	his duties at home interfere with
	his responsibilities in the office.

			GRESSEN
	Thank you.  I have no further
	questions.

Shaunessy stands up.

			SHAUNESSY
	Mr. O'Connor, does the agency still
	have the Fire and Ice account?

			O'CONNOR
		(up tight)
	No.

			SHAUNESSY
	Mr. O'Connor, can you tell me where
	you are employed at the moment?

			O'CONNOR
		(stiff)
	At the moment I am unemployed.

ON THE JUDGE

				JUDGE
	If the petitioner has no further
	witnesses, we will hear the
	respondent tomorrow morning at
	9:30.

							CUT TO:

117   INT. LIVING ROOM, KRAMER APT. - NIGHT

WIDE SHOT--Ted sits at the dining table poring over
law books, writing copious notes on a legal pad.  Billy
sits across from him drawing in a pad with magic markers.
HOLD FOR A BEAT as Billy looks up at his father.  It is
clear that something is bothering him.

			BILLY
	Mom--I mean, dad?

			TED
		(not looking up)
	Uh, huh?

			BILLY
	What did you do when you were
	little?

			TED
		(still involved
		in his books)
	I guess about the same kind of
	things you do.

			BILLY
	Did you watch "I Dream of Jeannie?"

			TED
		(distracted)
	Uh, uh...We didn't have television
	then.

ON BILLY--eyes wide.  He finds this hard to believe.


			BILLY
	You didn't have T.V.?

ON TED--He looks up for the first time, smiles.

			TED
	Nope.  It hadn't been invented yet.

He starts to go back to work.

			BILLY
		(this is serious
		business)
	Was there apple juice when you
	were little?

			TED
	Yeah, there was apple juice.

			BILLY
	Was there Burger King?

			TED
	Uh, uh.  There was no such a thing
	as Burger King.

			BILLY
	What else wasn't there?

ON TED--He takes a long look at his son, then closes the
law book, puts his notes away.

			TED
	Well, let's see...There wasn't
	McDonald's.  And there wasn't
	astronauts...And there wasn't
	frozen yogurt.  And there wasn't...

As he continues on about what wasn't, we

							FADE TO BLACK:

118   EXT. COURTHOUSE - DAY

ESTABLISHING SHOT


119   INT. COURTROOM - DAY

ON THELMA--She sits in the witness stand being examined
by Shaunessy.  From her attitude it is clear that she
is very wrought up, that all of this is taking a heavy
emotional toll on her.

			SHAUNESSY
	Mrs. Phillips, how long have you
	known Ted Kramer?

			THELMA
	Six years.  Ever since Ted and
	Joanna moved into the building.

			SHAUNESSY
	How often do you see Mr. Kramer
	and his son?

			THELMA
		(to the judge, by
		way of explanation)
	Charley, my husband, and I are
	...divorced and Kim, that's our
	daughter is about Billy's age
	and the children play together
	a lot.  So, I guess we see each
	three or four times a week.

			SHAUNESSY
	Can you describe the relationship
	between Mr. Kramer and his son?

			THELMA
	It's beautiful.  It's just beautiful.
	They have a beautiful relationship.

ON GRESSEN--getting wearily to his feet.

			GRESSEN
		(patronizing)
	Objection, your honor.  The answer
	is, to be generous, very vague.

			SHAUNESSY
	Can you recall any particular
	incident that relates to Mr.
	Kramer's care of his child?

				THELMA
		(fighting a losing
		battle with her
		emotions)
	Ted--Mr. Kramer, spends a great
	deal of time with his child.  I

	don't just mean hours, I mean
	good time, involved time.  He
	reads to Billy.  They play together.
	They talk all the time...
		(tears start)
	He is a very...kind man...a very
	...devoted father, and...and...
		(she turns to Joanna)
	And Joanna if you ever saw them
	together...there wouldn't be a
	trial at all...
		(she breaks down,
		weeping)
	Oh, shit...I'm sorry...I'm sorry...

Note: during this we cross-cut to Joanna, who sits,
staring at her friend, shaken.

			SHAUNESSY
		(gently)
	No further questions.  Thank you
	Mrs. Phillips.

			GRESSEN
		(without looking
		up from his notes)
	No questions.

Thelma leaves the stand and walks back to her seat.

							CUT TO:

120   INT. COURTROOM - DAY

ON TED KRAMER--sitting in the witness stand.

			SHAUNESSY
	Mr. Kramer, would you tell the
	court exactly why you want to
	retain custody of your child.

				TED
		(speaking quietly)
	When Joanna--
		(to the judge,
		correcting himself)
	my ex-wife--when she was talking
	before about how unhappy she was
	during our marriage...Well, I
	guess most of what she said was
	probably true.  There were a lot
	of things I didn't understand--
	a lot of things I would do different
	if I could.  Just like I guess
	there are a lot of things Joanna
	wishes she could change...But we
	can't.  Some things, once they are
	done, can't be undone.  Joanna says
	she loves Billy.  I believe she
	does.  So do I.  But the way it
	was explained to me, that's not
	the issue.  The only thing that's
	supposed to matter here is what's
	best for Billy...When Joanna said
	why shouldn't a woman have the
	same ambitions as a man, I suppose
	she's right.  But by the same token
	what law is it that says a woman
	is a better parent simply by virtue
	of her sex?  I guess I've had to
	think a lot about whatever it is
	that makes somebody a good parent:

	constancy, patience, understanding
	...love.  Where is it written that
	a man has any less of those qualities
	than a woman?  Billy has a home with
	me, I've tried to make it the best
	I could.  It's not perfect.  I'm
	not a perfect parent.
		(unconsciously echoing
		something Joanna said
		earlier)
	I don't have enough patience.
	Sometimes I forget he's just a
	little kid...But I love him...
	More than anything in this world
	I love him.

			SHAUNESSY
	Thank you, Mr. Kramer.  No further
	questions.

ON GRESSEN--as he gets up from the petitioner's table
and crosses to the witness stand.

			GRESSEN
		(hard-lining it)
	Mr. Kramer, by any chance have
	you ever had a woman in your bed
	while your child was asleep in
	the next room?

			TED

	I suppose.

			GRESSEN
		(pointedly)
	So do I.

			SHAUNESSY
	Objection!

			JUDGE
	Sustained.

			GRESSEN
		(switching to another
		line of attack)
	Mr. Kramer, isn't it true that
	you were fired from your last
	job not more than six weeks ago?

			TED
		(not losing his cool)
	Technically, the agency lost a
	big account and seventy four
	people were let go.  I was one
	of them.

			GRESSEN
		(snotty)
	You were fired, correct?

			TED
	Yes, but I'm with J. Walter Thompson
	now.  I don't think that will happen
	again.

			GRESSEN
		(snide)
	Give them time...

			SHAUNESSY
	Objection, your honor!  Counsel
	is harassing the witness.

			GRESSEN
		(to the judge,
		pettish)
	Your honor, I'm only examining
	the man's employment record.  He
	pretends to fitness when he cannot
	hold a job.

			JUDGE
	Sustained.

ON GRESSEN--He is thoughtful for a moment, like a man
trying to decide whether or not to drop the bomb.  Then,
turning back to Ted:

			GRESSEN
		(very tough)
	Mr. Kramer, did your child nearly
	lose an eye when he was in your
	care?

REACTION, TED--stunned.  He looks across at Joanna.

QUICK CUT, HIS P.O.V.:  Joanna looks away.

			GRESSEN
		(boring in)
	Mr. Kramer, did you, or did you
	not tell the child's mother that
	you were responsible for the
	injury that permanently disfigured
	your child?

Shaunessy is on his feet racing toward the bench.

			SHAUNESSY
		(vehement)
	Objection!  Your honor, counsel
	is raising a question that is not
	germane to these proceedings.

			GRESSEN
		(to the judge)
	While the child was in the care
	of the witness, he cut his face
	badly and is now scarred.

			JUDGE
		(to Gressen)
	Are you introducing the question
	of negligence here, counselor?

			GRESSEN
	Yes, your honor.

			JUDGE
	I see.  Well, you'll have to do
	better than that.  Do you have
	any affidavits to support
	negligence?

			GRESSEN
	I do not, your honor, however--

			JUDGE
	This is an isolated incident,
	counselor, unless you can prove
	otherwise.

			GRESSEN
		(back to Ted)
	Does the witness deny the injury
	took place?

			JUDGE
		(before Ted can
		say anything)
	No, counselor, I'm going to over-
	rule you on this line of questioning.

			GRESSEN
	Then I have concluded my questions.

ON THE PETITIONER'S TABLE--Joanna sits, still not looking
at Ted.  She holds her face, one hand shielding her eyes.

							CUT TO:

ON THE JUDGE--as he makes his closing statement.

							CUT TO:

121   INT. MAIN LOBBY, COURTHOUSE - DAY

WIDE SHOT--Shaunessy and Ted stand talking, reviewing
the case.  Then the two men shake hands, the lawyer waves
goodbye, turns and starts back into the building.  THE
CAMERA PANS WITH TED as he walks toward the main exit.

							CUT TO:

122   EXT. MAIN ENTRANCE, COURTHOUSE - DAY

ON TED--as he comes out of the building, starts down
the steps.

			JOANNA (O.S.)
		Ted.

He stops, turns:

HIS P.O.V.: There, standing waiting for him is Joanna.

CLOSE ON TED--his face a mask of cold anger.  She crosses
to him.

			JOANNA
	I'm sorry...I just mentioned it
	in passing.  I never thought he'd
	use it.

			TED
		(sarcastic)
	Yeah, well he did, didn't he.

			JOANNA
	Please, Ted.  I never would have
	brought it up if I thought--

			TED
	I'm not interested, Joanna.
	Goodbye.

WIDE SHOT--as he turns and walks away from her, leaving
her standing, watching him as he disappears.

							CUT TO:

123   EXT. STREET - DAY

ON TED AND THELMA--It is a bleak winter's day.  THE
CAMERA TRACKS WITH THEM as they walk along, Ted carrying
a bag of groceries, Thelma with cleaning.  The children
run around them, playing.

			THELMA
	You heard anything yet?

			TED
		(shakes his head)
	Any day.


They walk in silence for several beats, each clearly lost
in their own thoughts.  Then:

			THELMA
	Ted.

			TED
		(preoccupied)
	Uh, huh...

			THELMA
		(this is hard to say)
	Ah, Charley and I are...Well,
	we're thinking about...I mean,
	actually we're sort of talking
	about maybe getting back together.

			TED
		(thunderstruck)
	You and Charley?

Thelma nods.

			TED
	Really?

Thelma nods.

			TED
		(conflicting emotions)
	Hey, that's terrific.

			THELMA
		(hastily)
	Maybe.  I said maybe.
		(apologizing for
		her good fortune)
	What I mean is, ah...I don't think
	it'll really work out, but Charley
	seems to want it, so...

She leaves the sentence unfinished.  They walk in silence
for several more steps.  Then she takes his hand.

			THELMA
		(can't help grinning)
	Oh, God...Ted, I am really scared.

They walk in silence for a beat, then Ted looks O.S.,
spots something:

HIS P.O.V.:  The Saturday Father, restless, bored, walking
with his daughter who is also bored.  It is clear that they
have nothing to say to one another.  He looks around, spots
Ted, waves and starts in his direction.

C.U. TED--He reacts as though he has seen a vision of
his own death.

			TED
		(to Thelma, urgent)
	C'mon.
		(to Billy and Kim)
	Billy, Kim.  Let's go.

WIDE SHOT--as Ted ushers them across the street, away
from the Saturday Father.

							CUT TO:

124   INT. MEN'S BAR, MIDTOWN - DAY

A crowded, rather posh watering spot.  Shaunessy sits
alone at a table for two, a drink in front of him.

REVERSE ON THE DOOR--as Ted enters, spots Shaunessy
and starts in his direction.

CLOSER ON SHAUNESSY'S TABLE--as Ted sits down.

			TED
	Well?

ON SHAUNESSY--as he looks up at Ted, says nothing.

ON TED--He realizes that they have lost.

			TED
	Oh, Christ!

CROSS-CUTTING BETWEEN THEM

			SHAUNESSY
	The judge went for motherhood
	straight down the line.

			TED
	I lost him?  I lost him?

			SHAUNESSY
	I can't tell you how sorry I am.

			TED
	Oh, no..

			SHAUNESSY
		(reading from a
		piece of paper)
	Ordered, adjudged and decreed
	that the petitioner be awarded
	custody of the minor child,
	effective Monday the 23rd of
	January.  That the respondent pay
	for the maintenance and support
	of said child, four hundred
	dollars each month.  That the
	father shall have the following
	rights of visitation: every other
	weekend, one night each week to
	be mutually agreed upon and one
	half of the child's vacation period.
		(looks up at Ted)
	That's it.

			TED
		(grim)
	What if I fight it?

			SHAUNESSY
		(matter of factly)
	We can appeal, but I can't guarantee
	anything.

			TED
		(determined)
	I'll take my chances.

			SHAUNESSY
	It's going to cost.

			TED
		(his mind is made up)
	Don't worry.  I'll get the money.

There is a beat of silence, then:

			SHAUNESSY
	I've got to tell you something,
	Ted.  This time it'll be Billy
	that pays.  This time I'll have
	to put him on the stand.

CLOSE ON TED--as his last hope goes crashing to the
ground.

				TED
	Oh, Christ no...I can't do that.
	I just...can't...
		(he looks up at the
		lawyer in despair)
	Excuse me...I'm sorry...I just...

That is all Ted can manage to say.  He gets to his feet
and rushes for the door.

							CUT TO:

125   EXT. KRAMER APT. BLDG. - DAY

ON THE ENTRANCE--as Mrs. Willewska comes out.  Her eyes
are red from crying.  THE CAMERA PANS WITH HER as she
turns up the street on her way to pick up Billy from

school.  THE CAMERA HOLDS IN POSITION as she meets
Thelma.  They stand talking for a moment, then Thelma
turns and starts to run toward the building.

							CUT TO:

126   INT. HALLWAY, OUTSIDE TED'S APT. - DAY

ON THE ELEVATOR DOORS--They open and Thelma steps out.
She runs to the door, begins to knock.

			THELMA
		(calling out)
	Ted!...It's me...Ted?...

There is a beat of silence, then:

			TED (0.5.)
		(very quiet)
	Please go away, Thel...I...I
	just have to be by myself for
	a little while...

			THELMA
	Ted, I just heard...

			TED (O.S.)
	Please, Thel...

Thelma leans against the door and begins to sob.


			THELMA
	I'm so...sorry...Oh, Ted, I'm
	so sorry...

							FADE TO BLACK:

FADE IN:

127   EXT. KRAMER APT. BLDG. - DAY

WIDE SHOT--as Mrs. Willewska brings Billy back from school.

							CUT TO:

128   INT. KRAMER APT. - DAY

ON THE FRONT DOOR--It opens and Billy and Mrs. Willewska
enter.  Billy sees Ted and rushes across to him.

			BILLY
		(excited)
	Daddy!  You're home early.  Did
	you get fired again?

			TED
		(laughing in spite
		of himself)
	No, son, I didn't get fired.
		(fake cheerful)
	I'll tell you what we'll do,
	okay?  How about if we go to a
	Burger King and then we watch a
	little T.V. and then we get packed
	to go to the country tomorrow.
	Just you and me...How 'bout that?

							CUT TO:

129   EXT. KRAMER APT. BLDG. - NIGHT

ESTABLISHING SHOT--HOLD FOR A BEAT, then:

							CUT TO:

130   INT. LIVING ROOM, KRAMER APT. - NIGHT

ON TED--He sits at the dining table, a typewriter in
front of him.  As he begins to type, hunt and peck
system, we:
							CUT TO:

INSERT, HIS P.O.V.: The page in the typewriter.  We SEE
and HEAR at the same time.


			TED (V.O.)
	Joanna...This is by way of intro-
	ducing William Kramer.  He is a
	sweet child, as you will see.
	He is allergic to grape juice,
	but will more than make up for
	the loss in apple juice.  He is
	also allergic to peanut butter
	from the health food store, but
	not from the supermarket.  Don't
	ask me why.

							CUT TO:

131   EXT. STREET - DAY

ON A CORNER MAILBOX--as Ted mails the letter.

			TED (V.O.)
	At times, in the night he will
	have nightmares, one particular
	monster is called The Face.  The
	Face, as best as I can determine,
	looks like a circus clown without
	a body, and from what the pedia-
	trician says, and what I have
	read, may be sexual fear of losing
	his penis, or a fear of his own
	anger, or just a circus clown he
	saw once.

							CUT TO:

132   EXT. STREET - DAY

ON THE SAME MAILBOX--as a sack of mail is loaded into
a truck.

			TED (V.O.)
	His doctor, by the way, is still
	Ed Davies.  The Sundafed is for
	colds, one tablespoon every four
	hours.  I will pack it in the blue
	suitcase.
							CUT TO:

133   EXT. JOANNA KRAMER'S APT. BLDG. - DAY

WIDE SHOT--A postman enters the building carrying a bag
of mail.

			TED (V.O.)
	His best stories have been Babar
	and Winnie the Pooh up to now,
	with Batman moving up.  His house-
	keeper has been Etta Willewska and
	she is the main reason for the note.
	She is a loving woman, conscientious,
	very concerned about Billy and more
	important, Billy cares about her.

							CUT TO:

134   INT. HALLWAY, JOANNA'S APT. BLDG. - DAY

ON A STACK OF MAIL--as it is dropped in front of a door-
way.  We SEE that the letter from Ted to Joanna is on
top.

			TED (V.O.)
	I urge you to retain her.  Her
	number is 722-8099, and I think
	she will take the job if it is
	offered.  I'm sure other things
	will come up.  Ask me what you
	need to and I guess eventually
	we'll talk...
							CUT TO:

135   INT. JOANNA'S APT. - DAY

ON HER--as she finishes reading the letter.

			TED (V.O.)
	That's all I can think of, except
	to repeat what I said before, he's
	a terrific kid.  I'm grateful for
	the time we've had together and I
	feel I am a better man because of
	my son...Ted.

							CUT TO:

136   EXT. BEACH - DAY

It is a clear, cold beautiful winter's day.  Ted and
Billy walk along the beach at the edge of the water.
THE CAMERA TRACKS WITH THEM.  There are several beats
of silence as Ted tries to think of how to begin.
Finally:

			TED
	Billy, sometimes when a mother
	and a father are divorced, there's
	a discussion about who the child
	should live with, the mother or
	the father.  Now there is a man
	who is very wise.  He's called a
	judge.  And a judge has a lot of
	experience with divorces and he
	decides who it would be best for
	the child to live with.

			BILLY
	Why does he decide?

			TED
	Because...Well, that's what he
	does.  He's a very powerful man.

			BILLY
	Like a principal?

			TED
	Bigger than a principal.  The
	judge sits in robes in a big chair..
	The judge has thought a lot about
	us, about you and me and your
	mom, and he has decided...
		(a deep breath)
	...he has decided that it would
	be best for you to live with your
	mom Joanna in her apartment.
		(fake cheerful)
	And I'm very lucky.  Because even
	though you'll live with your mom
	Joanna I'll get to see you once a
	week for dinner and a couple of
	weekends a month.

			BILLY
	I don't understand, daddy.

			TED
		(trying very hard
		not to cry)
	What don't you understand, pal?

			BILLY
	Where will my bed be, where will
	I sleep?

			TED
	At your mom's.  She'll have a
	bed for you in your own room.

			BILLY
	Where will my toys be?

			TED
	I'll send your toys there and
	I'm sure you'll get some new ones.

			BILLY
	Who will read me my stories?

			TED
	Your mom.

			BILLY
		(worried)
	Daddy, what if The Face comes when
	I'm at mommy's?

			TED
	Your mom knows all about The Face,
	okay?  Don't worry, she'll tell
	The Face to beat it.

			BILLY
	Will you come and say good-night
	to me every night?

Suddenly Ted can't stand it any longer.

			TED
	Look, it's getting cold.  Why
	don't you go inside where it's
	warm.  I'll be along in a minute.

Billy hangs back, watching Ted.

			TED
	Go on, scoot.

The boy turns and runs back along the beach toward the
house.  Then, he stops, turns back to look once more
at his father.


HIS P.O.V.: LONG SHOT--Ted stands at the ocean's edge,
his back to CAMERA, weeping.

							FADE TO BLACK:

137   EXT. KRAMER APT. BLDG. - DAY

WIDE SHOT--It is early Monday morning.

							CUT TO:

138   INT. KRAMER KITCHEN - MORNING

ON TED AND BILLY--They stand side by side, like a
surgeon and his assistant.  Spread out on the counter
in front of them are the makings of French toast.
The following is done with great efficiency, in
contrast to the first time we saw them go through the
same ritual.  They work in silence except for an
occasional command.  Each concentrating on this last
moment of closeness, each doing his best to avoid
thinking about Billy's departure.  Finally:

ON BILLY--looking at his father, trying to memorize
the older man's face.

Ted turns, sees his son watching him.

			TED
		(with false gaiety)
	Hey?  What's doin' with that
	bread?  Let's see a little hustle
	around here.

							CUT TO:

139   INT. LIVING ROOM, KRAMER APT. - MORNING

WIDE SHOT--Billy's bags are packed and stacked neatly
in the living room.  Nearby, Billy and his father sit,
silent, waiting.

Sound-effect: The intercom from the lobby buzzes.

CLOSER IN ON TED AND BILLY--Ted looks at his son, smiles.
The boy smiles back.

			TED
	This is it, pal.

Billy, fighting back tears, nods.

Sound-effect:    The intercom buzzes again.

Ted gets to his feet and starts toward the foyer.

							CUT TO:

140   INT. FOYER - DAY

As Ted picks up the intercom:

			TED
	Yes?

			JOANNA'S VOICE
	Ted, it's Joanna.  Can you meet
	me in the lobby?...Alone?

And she hangs up before he can answer.

			TED
		(to Mrs. Willewska,
		in the kitchen)
	I'll be back in a minute.

							CUT TO:

141   INT. LOBBY - DAY

ON THE ELEVATOR DOORS--as they open, Ted steps out,
looks around.

HIS P.O.V.: The lobby is dark, the only light coming
from the window.  Joanna sits off to one side, wearing
sunglasses.  She looks up as Ted approaches, a small
smile on her face.

			TED
		(abrupt)
	Okay, I'm here.  Now why did you--

			JOANNA
	Ted, do you love him?

			TED
	Goddamnit, Joanna. What the--

			JOANNA
		(insistent)
	Ted, do you love him?

He nods.

			JOANNA
	I love him too...I don't think
	I ever knew how much until now.

There is a long pause as she looks at Ted, unable to
speak.  Finally:

			JOANNA
		(a deep breath, then:)
	Ted, when we got married it was
	because I was twenty-seven years
	old and I thought I should get
	married and...when I had Billy
	it was because I thought I should
	have a baby...and I guess all I
	did was mess up my life and your
	life and--

			TED
	Joanna, what the hell is--

			JOANNA
		(urgent)
	Please...Please don't stop me.
	This is the hardest thing I've
	ever had to do..

ON TED--struck by the urgency in her voice.

			JOANNA
	After I left...when I was in
	California, I began to think,
	what kind of mother was I that
	I could walk out on my own child.
	It got to where I couldn't tell
	anybody about Billy--I couldn't
	stand that look in their faces
	when I said he wasn't living with
	me.  Finally it seemed like the
	most important thing in the world
	to come back here and prove to
	Billy and to me and to the world
	how much I loved him...And I did
	...And I won.  Only...it was just
	another "should."
		(she begins to
		break down)
	...Sitting in that courtroom.
	Hearing everything you did,
	everything you went through...
	Something happened.  I guess it
	doesn't matter how much I love
	him, or how much you love him.
	I guess it's like you said, the
	only thing that counts is what's
	best for Billy.  I don't know,
	maybe that's all love is anyway...
	Ted, I think Billy should stay
	with you...

			TED
		(stunned)
	What?

			JOANNA
		(she reaches out,
		takes his hand)
	He's already got one mother, he
	doesn't need two...He's yours...
		(her last ounce of
		reserve crumbles)
	I won't fight you for him any more.
	He's yours...

			TED
	Oh, God...Oh, my God...

			JOANNA
	Only can I still see him?

			TED
	No more waiting in Coffee Shops
	...I promise.

Joanna's last ounce of reserve crumbles, she begins to
sob.  Ted puts his arms around her and holds her.  They
do not kiss.  Then, after a few moments she steps back.

			JOANNA
		(chin high)
	Okay...I think I'll go talk to
	my son now.
		(wiping her eyes)
	How do I look?

			TED
	Beautiful.

They step into the elevator and, as the doors close,
blocking them from view, we

							DISSOLVE TO:


142   EXT. STREET - DAY

ON TED AND BILLY, TRACKING JUST IN FRONT OF THEM--as
they walk to the park. They are deep in conversation,
although we are too far away to bear what they are
saying. HOLD ON THEM and, as they reach the entrance
to the park, Billy first, then Ted begin to run, over-
whelmed with the sheer joy of being alive, of being
together. As they continue to run, THE CAMERA PULLS BACK
AND UP AND WE SEE that they are only two among thousands
of parents and children in Central Park on a sunny after-
noon. THE CAMERA CONTINUES TO PULL BACK until they are
lost from view and it is

							FADE OUT.


THE END


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