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As Good As It Gets (1997)

by James J. Brooks. Story by Mark Andrus.
Final script.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


FADE IN:

INT. APARTMENT BUILDING (NEW YORK), HALLWAY - NIGHT

ANGLE ON apartment doorway. As it opens and an
enormously SWEET-FACED, ELDER WOMAN steps out, bungled up
against the cold -- turning back to call inside to the
unseen love of her long life.

		SWEET-FACED WOMAN
	I'm just going to get some
	flowers, dear. I'll be back in
	twenty minutes. It's tulip season
	today. I'm so happy.

And now she turns and faces the hallway... her sweetness
dissolves in a flash... replaced by repulsion and that
quickly she has reversed herself and re-entered her
apartment... closing the door as we consider her vacated.

POV - MELVIN UDALL

in the hallway... Well past 50... unliked, unloved,
unsettling. A huge pain in the ass to everyone he's ever
met. Right now all his considerable talent and strength
is totally focused on seducing a tiny dog into the
elevator door he holds open.

		MELVIN
	Come here, sweetheart... come on.

ON DOG

Sniffing at a particular spot on the hall carpeting.
Melvin lets the elevator door close and advances on the
mutt who has ignores him.

		MELVIN
	Wanna go for a ride? Okay,
	sweetie?

The dog lifts his leg at the precise moment Melvin lunges
and picks him up with a decisive heft -- so that dog
urine squirts the hall wall for a second or two. The DOG
sensing a kindred spirit starts to GROWL and BARK.

		MELVIN
	  (a malevolent tone)
	You've pissed your last floor, you
	dog-eared monkey.

The dog takes a snap at Melvin, but the man is much
meaner and quicker than the dog -- he holds his snout
shut with his hand and reaches for the door of the
garbage chute.

		MELVIN
	I'll bet you wish you were some
	sort of real dog now, huh? Don't
	worry...  this is New York. If you
	can make it here, you can make it
	anywhere, you know? You ugly,
	smelly fuck.

And with that, he stuffs him in the garbage chute and
lets go. We hear a FADING SERIES of PLEADING "ANOOOOS"
from the DOG fade to nothingness... as another apartment
door opens emitting the loud sounds of a PARTY and SIMON
NYE, early 30s. Simon has been born and raised with
Gothic horror and it's strange that what that stew of
trauma has produced is a gifted, decent man.

INT. APARTMENT BUILDING (NEW YORK), HALLWAY - NIGHT

Frantic... he bolts into the hall... Melvin is just about
to enter his apartment.

		SIMON
	Verdell!?!! Here, good doggie...

He notices Melvin at the far end of the hall.

		SIMON
	Mr. Udall... excuse me. Hey
	there!
	  (as Melvin turns)
	Have you seen Verdell?

		MELVIN
	What's he look like?

Melvin starts to walk back to his apartment door which is
directly opposite Simon's.

		SIMON
	My dog... you know... I mean my
	little dog with the adorable
	face... Don't you know what my dog
	looks like?

		MELVIN
	I got it. You're talking about
	your dog. I thought that was the
	name of the colored man I've been
	seeing in the hall.

Simon looks O.S. -- and sees his black friend.

		SIMON
	Which color was that?

		MELVIN
	Like thick molasses, with one of
	those wide noses perfect for
	smelling trouble and prison
	food...

Simon has had it.

		SIMON
	Frank Sachs -- Melvin Udall.

		MELVIN
	  (not missing a beat)
	How're you doing?

		SIMON
	Franks shows my work, Mr. Udall. I
	think you know that.

		FRANK
	  (overlapping)
	Simon, you've got to get dressed.

		MELVIN
	  (to Simon)
	What I know is that as long as you
	keep your work zipped up around
	me, I don't give a fuck what or
	where you shove your show. Are we
	being neighbors for now?

		SIMON
	  (to Frank)
	Do you still think I was
	exaggerating?

FRANK can only smile.

		FRANK
	Definitely a package you don't
	want to open or touch.

		MELVIN
	Hope you find him. I love that
	dog.

Simon, terminally non-confrontational, still finds
himself compelled to turn back toward Melvin.

		SIMON
	  (directly)
	You don't love anything, Mr.
	Udall.

Simon closes his door leaving Melvin alone in the
hallway.

		MELVIN
	I love throwing your dog down the
	garbage chute.

INT. MELVIN'S APARTMENT, BATHROOM - NIGHT

Melvin locks and unlocks and locks his door, counting to
five with each lock. He turns the lights quickly on and
off and on five times and makes a straight-line towards
his bathroom where he turns on the hot water and opens
the medicine chest.

INT. MEDICINE CHEST

Scores of neatly stacked Neutrogena soaps. He unwraps
one -- begins to wash -- discards it -- goes through the
process two more times.

INT. SIMON'S APARTMENT, ENTRANCE HALL - NIGHT

A group of PARTY GOERS enters -- followed by a HANDYMAN
holding Verdell who looks and finds:

SIMON

who looks up -- lights up -- and tears up as he moves
quickly toward the group and his dog.

		SIMON
	Thank the good Lord... wow... my
	honey... where have you been?

		PARTY GOER
	  (thinking the greeting's
		for him)
	He always liked me.

As Simon goes past him to take the dog from the
Handyman... JACKIE, Frank's junior partner, barking a
laugh at the Party Goer -- VERDELL BARKING some love. As
the others greet Simon, Jackie directs the group inside.
Jackie lingers, looking on affectionately as Simon picks
some awful, sticky gunk from the dog's body... he puts
Verdell down to reach for his wallet -- the tiny DOG YAPS
in protest.

		SIMON
	Just for a second, okay?

The DOG YAPS "no." Simon, delighted, picks him up again.

		SIMON
	  (kissing him on the mouth)
	Look at him...  where was little
	baby?

		HANDYMAN
	  (smiling)
	In the basement garbage bin eating
	diaper shit.

Simon reacts -- then notices the Handyman, tongue in
cheek, trying to suppress his amusement.

		SIMON
	Go ahead, John, you earned your fun.
	  (looking at Verdell)
	How did he get down in the
	basement? I mean even if he got
	on the elevator how... ?

		HANDYMAN
	Maybe some nice neighbor shoved
	him down the garbage chute.

		SIMON
	My God! No!

He stares out... Frank frustrated following.

INT. MELVIN'S APARTMENT - OFFICE - NIGHT

Quiet -- safe -- just Melvin's voice reading aloud as he
writes.

		MELVIN
	'Somewhat in the dark, she had
	confessed and he had forgiven.
	This is what you live for, he
	said. Two heads on a pillow where
	there is only the safety of being
	with each other. How, she
	wondered, could she find such hope
	in the most shameful part of her.'

He barely reacts as we hear a LOUD KNOCKING at he reads.

		SIMON (O.S.)
	Mr. Udall.

But Melvin's into it. His fingers flying as he reads.

		MELVIN
	'At last she was able to define
	love. Love was... '

More KNOCKING.

		SIMON (O.S.)
	Mr. Udall, I'd like to talk to you
	please.

		MELVIN
	'Love was... '

He almost has the rest of the sentence -- the meaning of
love -- but the knocking throws him.

		MELVIN
	... Son-of-a-bitch-pansy-assed-
	stool-pusher.

He burst from his chair.

INT. APARTMENT BUILDING (NEW YORK) - HALLWAY - NIGHT

As Simon hears MELVIN through the door and takes a step
back. Melvin throws open the door. He looks demonic.

		MELVIN
	  (loud and angry)
	Yeeeess!!!

		SIMON
	Maybe this can wait.

Frank signals encouragement as Melvin opens the door.

		SIMON
	I found Verdell, Mr. Udall.

		MELVIN
	Well, that's a load off.

Melvin walks back into the apartment and is about to
close the door when Simon has another burst of bravery.

		SIMON
	Did you... do something to him?

		MELVIN
	Do you realize that I work at
	him?

		SIMON
	  (eyes downcast)
	No, I didn't.

		MELVIN
	Do you like to be interrupt when
	you are danging around in your
	little garden?

		SIMON
	No...  actually, I even shut the
	phone off and put a little piece
	of cardboard in the ringer so no
	one can just buzz me from d...

		MELVIN
	Well, I work all the time. So
	never, never again interrupt me.
	Okay? I mean, never. Not 30
	years from now... not if there's
	fire. Not even if you hear a thud
	from inside my home and a week
	later there's a smell from in
	there that can only come from a
	decaying body and you have to hold
	a hanky against your face because
	the stench is so thick you think
	you're going to faint even then
	don't come knocking or, if it's
	election night and you're excited
	and want to celebrate because some
	fudge-packer you dated has been
	elected the first queer President
	of the United States... and he's
	going to put you up in Camp David
	and you just want to share the
	moment with someone...  don't knock
	...  not on this door. Not for
	anything. Got me. Sweetheart?

		SIMON
	Yes. It's not a subtle point
	you're making.

		MELVIN
	Okay, then.

Melvin enters his apartment and slams the door shut.

		SIMON
	So the theory of confrontations is
	that now he'll think twice before
	messing with me?

Frank smiles affectionately. Simon turns serious.

		SIMON
	He's genuinely upsetting, isn't
	he?

		FRANK
	Won't worry about it. You go
	ahead.

Frank waits till Simon EXITS SCENE and then knocks loudly
on Melvin's door. There is a sharp change in his demeanor.

		MELVIN (O.S.)
	Oh, I'm pissed!! Now I am really
	pissed!!!

Frank waits patiently as Melvin jerks his door back open.
Frank immediately grabs Melvin by his shirt and jerks him
forward...  Melvin is scared. Operating on survival mode.

		MELVIN
	No touch. No touch. No touch.

		FRANK
	You may think you can intimidate
	the whole world with your
	attitude, but I grew up in Hell.
	My grandmother had more attitude.
	You don't intimidate me.

		MELVIN
	  (calling)
	Police! Police! Fucking crooked
	police...  doughnut-munching morons
	help me!
	  (to Frank)
	Assault and battery and you're
	black.

		FRANK
	Shhhh now. I like Simon. I like
	him enough to batter you
	unrecognizable if you verbally
	abuse him or so much as touch his
	dog again. Meanwhile, I'll try
	and think how you can make this up
	to him.
	  (suddenly loud)
	I hate doing this. I'm an art
	dealer.
	  (beat)
	Have a nice day. Party!

He tosses Melvin back and walks out. Melvin straightens
his shirt as he steps out into the hall. Frank smiles as
he re-enters the other apartment. Melvin appears
impressed.

EXT. NEW YORK CITY STREET NEAR CAROL'S RESTAURANT - DAY

A crowded and dirty street and here comes Melvin. His
walk is brisk -- an animal wanting to pass through the
danger without giving off the scent of its mounting fear.
At times he places his palms together and extends his
arms cutting a path through people. We will be very
pointed in the fact that he avoids stepping on cracks.

CLOSER ON MELVIN

His eyes focused on the terrain.

INT. CAROL'S RESTAURANT - DAY

ANGLE ON WAITRESS

CAROL CONNELLY talks with another MOTHER -- a customer.
You would not guess it, but her working hours tend to be
the most carefree time of the day. She is telling a
story about her son for the umpteenth time.

		CAROL
	  (to the Mother's
		little girl)
	Look at you, you're all better.

		MOTHER
	It's that new medication.

		CAROL
	You know all my son's stuff,
	right?

The Mother nods too sympathetically that she does, but
Carol interrupts her.

		CAROL
	No, no, no, I got a date tonight.
	I'm walking out the door this
	morning and he says to me, 'Mom,
	I promise not to get one of my
	fevers or coughs during your
	date.'

		MOTHER
	Isn't that sweet.

		CAROL
	Little blonde angle.
	  (to child,
		affectionately)
	Eat everything.

Melvin enters and moves past several empty tables to a
table towards the back and is obviously surprised to find
a MAN and WOMAN sitting at the table.

		WOMAN
	It just came out of me. I said
	you love me the way a remote
	control loves a TV. As long as I
	switch every time...

		HER MALE COMPANION
	Wonderful.

		MELVIN
	People who talk in metaphors can
	shampoo my crotch.
	  (on their look)
	Eat up.

They turn away -- Melvin walks a few paces to the
waitress station where two waitresses, LISA and CAROL,
are talking.

		LISA
	Pay me back next week.

		CAROL
	I owe you. I told you today...
	them's the rules. Oh, excuse me,
	Melvin.

She puts two hands lightly on his waist to move him out
of the way. He gulps at the contact (since no one else
ever touches him) but covers his self-consciousness.

		MELVIN
	I'm starving.

		CAROL
	  (firmly to Lisa)
	Will you please take it?

Melvin intentionally moves a step in her path, with
stealth, so that she must touch him again to get him out
of the way...

		LISA
	This way you take a cab home so
	you have time to get ready for the
	date.

		CAROL
	"Ready" is not my problem.

She barks a mirthless though hearty laugh. If we could
read Melvin which we can't, we'd see him unsettled by the
date talk. To Carol he is as harmless as furniture.

		CAROL
	  (to Melvin)
	Go sit down. You know you're not
	allowed back here...  Spencer's
	more excited about it than I am...
	He says, "Mom, I promise not to
	get a fever or couch during your date."

The other WAITRESSES and the SHORT ORDER COOK all go
"awww."

		CAROL
	I know. He's just the best.

		MELVIN
	I've got Jews at my table.

		CAROL
	It's not your table. It's the
	place's table. Behave. This
	once, you can sit at someone
	else's station.

The two waitresses signal their protests.

		CAROL
	Or you can just wait your turn...

Melvin walks back into the restaurant proper...  he hangs
near their table...  his discomfort builds in this limbo...
then:

		MELVIN
	How much more you got to eat?
	Your appetite isn't as big as
	your noses, is it?

		WOMAN
	What?!!

		MAN
	  (to Woman)
	Let's go --

The Woman starts to protest.

		MAN
	Let's leave. We're going.

Melvin sits down at the table -- and takes from his
pocket a plastic eating utensil set wrapped and sealed.
As he opens his utensils.

		CAROL
	Bryan says he doesn't care how
	long you've been coming you ever
	act like this again you're barred
	for life. I'm gonna miss the
	excitement, but I'll handle it.

There is in Carol's attitude toward Melvin some
ingredient of self-satisfaction -- that she is the only
one in the place who can handle him. She starts to clear
the table.

		MELVIN
	The table's fine if it had some
	cholesterol on it. Two sausages,
	six bacon strips, fries, three
	eggs over easy and coffee.

		CAROL
	You're gonna die soon with that
	diet, you know that?

		MELVIN
	We're all gonna die soon. I will.
	You will. It sure sounds like
	your son will.

ON CAROL

Stunned. Some crazy street-freak has slipped under her
perfect guard and momentarily devastated her. Melvin
senses that he's gone way too far. He wipes his knife.

		CAROL
	If you ever mention my son again,
	you will never be able to eat here
	again. Do you understand? Give me
	some sign you understand or leave
	now. Do you understand me...
	  (adds truthful label)
	you crazy freak? Do you?!?

A beat and then Melvin nods, hardly breathing -- backing
down.

		CAROL
	Okay. I'll get your order.

She walks away. Melvin watches her, biting his lower
lip. He takes some napkins and cleans the table himself.

INT. CAROL'S APARTMENT - NIGHT

She is underneath a YOUNGER, cuter MAN on the living room
sofa. He is expertly into foreplay. She begins to make
noises as she responds...  each time startling herself
with her own noise and trying to reign it in.

She's two women here -- one speeding the pleasure highway
-- the other -- functional mom so blown away by the
emergence of this sexy self that she laughs. The Young
Man stops and looks at her.

		YOUNG MAN
	What?

		CAROL
	I...  I...  I don't know...  You got
	me.

His eyes try to burn into hers... She is getting excited
but doesn't know how to play it...  He pushes one of the
fingers of the hand caressing her face toward her
mouth...  She closes her teeth, his fingers attempt
opening her mouth. She stops him.

		CAROL
	Let me just do whatever I do by
	myself...  I'll catch up to you
	someplace I promise.
	  (as he's put off)
	Oh, no...  don't look like that.
	No. I'm sorry if I'm a goof.

And so with earnestness and caring, she has transformed
the sex into something more intimate -- and, talk about
egg in your beer, hotter. Things are getting wild when
we hear from the distance a child, SPENCER, CALLING and
COUGHING.

		CAROL
	Kissing...  kissing boys. Oh my.

Carol pulls her head away -- as Spencer's call continues.

		SPENCER (O.S.)
	  (softly)
	Grandma, grandma...

		YOUNG MAN
	Maybe you better check.

		CAROL
	Like what did you think I was
	going to do?

INT. HALLWAY/BEVERLY'S ROOM - NIGHT

Pulling herself together she goes off down the hallway...
she ducks her head into the first bedroom where her
mother, BEVERLY, is listening to music on headphones...
she takes them off when she sees Carol, then hears the
cough.

		BEVERLY
	I'm sorry. I was hearing just
	everything you were doing so I put
	these on to give you privacy.

Carol now goes into her son's room.

INT. SPENCER'S ROOM - NIGHT

The room is a monument to horrible, sleepless nights...
two drugstore de-humidifying filters, a nebulizer
(breathing contraption) a waste basket...  a night stand
filled with medicine, a blood pressure kit...  along with
some stacks of seven-year-old toys and a small TV wedged
into the tiny space.

		SPENCER
	I'm sorry.

		CAROL
	Don't be silly. How bad?

		SPENCER
	Not bad.

Carol feels his head...  that's okay. Then he coughs --
trying to suppress it...  then a bigger cough...  they each
know what that signals...  She brings up a waste basket as
he throws up...  she comforts him. He apologizes. She
loves him.

INT. LIVING ROOM - NIGHT

As she re-enters. He is taking a cigarette from a pack.

		CAROL
	  (a bit panicked)
	You can't smoke...  He can't take
	smoke.

He palms the cigarette -- resumes making out -- his hand
squeezes her breast -- then he stops and looks at his
hand. She looks down and sees a bit of throw-up he
picked up while feeling her and then notices him looking
at her with extreme distaste...  She barks a laugh to
cover her embarrassment but speaks the truth.

		CAROL
	Oh, God...  I don't even notice
	anymore.

She crosses to the kitchen for a dishtowel. Tries to make
light.

		CAROL
	That'll teach you.

		YOUNG MAN
	Don't apologize.

		CAROL
	  (perturbed)
	That wasn't an apology.

She notices his demeanor -- how he avoids looking at her --
how uncomfortable he is.

		CAROL
	Hey...  this is just a little throw-
	up -- it's nothing to be so
	embarrassed about. Really.
	  (as he shifts
		uncomfortably)
	Thanks for the dinner. Let me
	write down which trains you take
	to get back.

		YOUNG MAN
	No way.

She brightens.

		YOUNG MAN
	I'll take a cab.

She deflates as he moves past her.

		YOUNG MAN
	Too much reality for a Friday
	night.

EXT. HOLLAND TUNNEL - NIGHT

A cold night in hell. Three young men bullshit near the
approach to the tunnel. Their names are VINCENT, EVAN
and DOUG, who is the oldest at 28. Vincent is dopey and
the most likeable of the gritty little trio.

		EVAN
	Why is every customer surprised I
	read books?

		DOUG
	  (amazed)
	You read books?

		EVAN
	Oh, wow! I know this guy! Look!
	He even bought me dinner.

They all focus on a black BMW as it slows and stops in
front of them. CARL checks them out carefully through
the front window. He is talking on the speaker phone.

		CARL
	  (slightly exasperated)
	Look, I just can't. I promised
	Simon I'd find him a model.

		FRIEND (V.O.)
	  (on speaker phone,
		flirting)
	Carl, take me off the speaker.
	Did I tell you that these are
	house seats? C'mon, you could use
	a break. Hello...  Carl, are you
	there...  hello?

Seeing the hustlers:

		CARL
.			 ...  I just found a model.

		DOUG
	  (to Carl)
	Hey, how it's goin'...

		EVAN
	Hey, hi...  remember?

		CARL
	I only need one.

		EVAN
	You picked me up, maybe a few
	weeks, I don't know, some time
	ago. You were very flattering
	about our...  encounter.

		CARL
	Maybe just you and me...  but this
	is for a painting. I need a
	pretty face.

Carl beckons to Vincent who joins him, trying to conceal
his pride at winning this lowest end of beauty contest.

INT. SIMON'S APARTMENT - DAY

There is a KNOCK at the door -- Simon crosses to answer.
He is more relaxed than we've seen him -- a man at peace
humming to his favorite music, talking to his dog who
scratches at the door. Simon opens the door to Vincent.

		SIMON
	Sorry, I was out in the studio
	doing some work and I forgot about
	our appointment.

He leads the way back toward the studio -- chatting away
-- unaware that Vincent is disrobing as he follows him
and eyeing the expensive apartment.

		SIMON
	I usually make such a big deal out
	of picking models but Carl's so
	thorough. I'll bet he drove you
	nuts checking your references.

And he turns and sees the naked model.

		SIMON
	  (taken aback)
	This isn't a nude.

Vincent moves back to retrieve his clothes.

		VINCENT
	Just kidding around.
	  (then mutters)
	So much for love.

INT. SIMON'S APARTMENT - STUDIO (MINUTES LATER)

Vincent is striking blatantly sexual poses to the
increasingly uneasy Simon.

		SIMON
	Exactly what is your previous
	experience?

		VINCENT
	How about that pose?
	  (sing-song)
	This is not fun...
	  (then)
	Give me some direction.

Vincent has instinctively put Simon on the defensive. He
tries not to show it.

		SIMON
	Nothing. I just watch till
	something strikes me. Do anything
	you think of -- try different
	thing. Until I say, "hold that
	pose." Then just try and
	comfortably hold it.

		VINCENT
	  (trying another space)
	The fact that you haven't said,
	"hold it" means I haven't done it
	right...  is that correct? I
	haven't done it right?

		SIMON
	No...  Okay. What I do is watch
	and wait for, um... You ever watch
	someone who doesn't know you're
	watching...  an old woman on a bus,
	kids going to school and you see
	this flash come over them and you
	know immediately that it has
	nothing to do with anything
	external -- that it's in respond
	to a private thought they just
	had? They are just sort of realer
	and more alive. And when you
	notice it so are you. If you look
	at someone long enough, you
	discover their humanity.

Vincent's slack-jawed expression changes. He feels an
intellectual tingle to be having this conversation.

		VINCENT
	I know exactly what you mean.

There's a joy in him at this moment -- a bit of purity.

		SIMON
	Hold it.

Vincent does so -- hums a bit of "Satisfaction" to
celebrate.

INT. RESTAURANT - DAY

Carol and LESLIE, another waitress, are waiting for their
order at the cappuccino bar. Leslie is telling the story
of the traumatic audition which may have turned her life.
Carol is rapt.

As they pass Melvin she does not break stride, nor give
him notice. Though she is aware of him -- resentfully so
-- hard not to be since he is giving a moment to moment
commentary on her every action.

		MELVIN
	Clippity clop -- clippity clop --
	she has to pretend she doesn't
	hear me. Listening to the story
	from the upset friend...  now she
	drops off the cappuccino and
	smiles at the putzette who doesn't
	even say, "Thank you." No, the
	putzette wanted the whipped cream
	so back she goes and now she has
	to pass him again and it's getting
	tougher to make believe.

		CAROL
	  (reluctant forgiveness)
	Okay.

Melvin stops -- she passes behind him to deliver an
uncharacteristic rabbit punch.

		CAROL
	What's with the plastic picnic
	ware? Why not try ours...  afraid
	it isn't clean?

		MELVIN
	I see the help -- judgement call.

		CAROL
	Just give yourself a little pep
	talk. "Must try other people's
	clean silverware as part of the
	fun of dining out."

		MELVIN
	What's wrong with your son,
	anyway?

		CAROL
	What do you care?

Melvin just looks at her.

		CAROL
	He's gotta fight to breathe.
	His asthma can just shoot off the
	charts -- he's allergic to dust
	and this is New York and his
	immune system bails on him when
	there's trouble so an ear
	infection...  Is this bothering
	you?

		MELVIN
	  (caught)
	No.

		CAROL
	An ear infection can send us to
	the emergency room -- maybe five,
	six times a month where I get
	whatever nine-year-old they just
	made a doctor. Nice chatting with
	you.

		MELVIN
	His name?

		CAROL
	Spencer.

		MELVIN
	Okay.

		CAROL
	  (quietly)
	Spence.

She exits.

INT. SIMON'S APARTMENT - STUDIO - DAY (SEVERAL WEEKS LATER)

The greenhouse studio is a busy sanctuary, as Simon puts
the finishing touches on his painting of Vincent. A beat
and then a strange figure crosses between the CAMERA and
the scene -- gone before we can examine him further.

		SIMON
	You can put on anything you want
	now. I might be sort of done
	here...

Vincent quickly and expertly picks a CD to meet his
immediate needs and puts it on -- dying a little at every
second of silence during the transition... then LOUD
MUSIC PLAYS...  Vincent even GOOSING the VOLUME. Simon
does a take -- he gestures Vincent to take it down --
which Vincent does.

ANGLE - APARTMENT

where it is not clear that a robbery is in progress --
Vincent's two friends from the street sweeping all
objects into large sacks -- one of them, Doug, pauses
to look past the terrace to the studio.

		DOUG
  Lucky Vinnie -- he's a painting.

INT. SIMON'S APARTMENT, STUDIO - DAY

MUSIC PLAYS -- Simon cleaning up his stuff.

		VINCENT
	So you're practically finished,
	huh?

		SIMON
	Yes...  well, there's one more
	stage -- trying to figure out if
	it's any good.

Simon sneaks a look at the canvas from another
perspective...  he focuses -- then the smallest shy nod
of self-approval -- he's finished. Vincent is desperate
to distract.

CLOSE ON dog as Verdell awakens, stretches and pricks his
ears. He moves quickly to the closed door and starts to
frantically scratch, attracting Simon's attention.

As Simon keeps walking...  Vincent shoots over to the
canvas.

		VINCENT
	Wait -- I want to see the
	painting.

		SIMON
	Just a second -- he has to go.

		VINCENT
	Please!! NO!!!

Simon opens the door and Verdell shoots out like a
bullet. Vincent pauses before the painting and is thrown
to see his humanity captured -- to be "immortalized."

INT. SIMON'S APARTMENT - LIVING ROOM - DAY

Doug and Evan are nearly to the front door as VERDELL
stops them with a vicious GROWL and BARK.

Simon is distracted -- looking down at his pet so that he
continues to walk toward Doug and Evan, not noticing
them -- Vincent, terribly afraid, appears behind Simon.

		SIMON
	  (to Vincent)
	What's the matter, sweetheart?

He instantly stops. Shocked. Frozen. His eyes on the
stranger, Doug, looking at him. Now Vincent comes in.
Doug greets him.

		DOUG
	Yo.

Simon turns to Vincent.

		SIMON
	Why are you doing this?

		VINCENT
	No. No. No. Hey, that painting
	in there...  I just want to tell
	you...

Now Evan appears holding a brass hat rack.

		EVAN
	  (to Vincent)
	What are you doing? Cruising him?

And he uses the hat rack first as a spear, then as a
club, as the brief savage attack begins.

ON VERDELL

as he starts to go toward Simon and then scurries back in
fear. The three attackers leave. Now silence. A single
BARK from VERDELL.

INT. APARTMENT BUILDING (NEW YORK) - HALLWAY - DUSK

A mass of OFFICIAL PEOPLE clutter the hall as a gurney is
whisked down to the elevator. It's impossible to tell if
Simon is awake or dead. Melvin is standing against the
wall near his door a cop, RAY, interviewing him.

		RAY
	Okay. So you call 911 and don't
	leave your name -- even a dumb
	geezer should know that emergency
	automatically pulls up your name.
	How come you make a mistake like
	that?

		MELVIN
	How come you're pretending to do
	cop work -- 'cause I don't think
	you could find your ass if you
	were spotted the hole.

		RAY
	  (stunned)
	What?

		MELVIN
	Just move on. No one here killed
	him.

		RAY
	Oh, is he dead?

		MELVIN
	Ask him.

		RAY
	We will if we can and if we can't,
	we'll come back and ask you again
	and again.

INT. APARTMENT BUILDING (NEW YORK) - HALLWAY -
ANOTHER ANGLE - NIGHT

Frank standing upset, anxious, holding a dog bowl, a
leash and VERDELL, who is more upset making pathetic
little CRYING SOUNDS.

As we FOCUS BRIEFLY ON Verdell...  Frank is talking to the
Sweet-Faced Woman.

		SWEET-FACED WOMAN
	I've been praying for him since I
	heard.

		FRANK
	So I've got to get to the
	hospital. If you could take the
	dog just for tonight.

		SWEET-FACED WOMAN
	Oh, Lord -- I've got all these
	antique knick-knacks...  Or else
	I'd be glad...

		FRANK
	Maybe if you kept locked in
	the bathroom. No? Okay. Thanks.
	  (as he turns away and she
		closes the door he adds)
	Old bitch...  Damn dog.

A short laugh makes us realize that Melvin has witnessed
and enjoyed Frank's hostile mutterings...

VERDELL starts WHIMPERING as a pissed Frank approaches
his mugger:

		FRANK
	You're taking him...  yes...  you're
	taking him -- this will clear the
	books. One night. You want to
	say "no" to me? Try...  because
	I've never felt as nuts as I do
	right this second. I almost want
	you to try saying "no."

		MELVIN
	  (quietly)
	I'm not saying nothing to you.

		FRANK
	Thanks for looking after him.

Frank pushes open the door to Melvin's apartment and
places Verdell inside.

INT. MELVIN'S APARTMENT - NIGHT

MUSIC IN: as Frank pulls the door partially closed to
block Verdell's escape.

The music represents Verdell's state of mind -- trapped
in the apartment of the man who tried to kill him. We
STAY with the dog during the O.S. dialogue: As his head
turns in panic we see his various POVs as the dialogue
continues O.S.

		MELVIN (O.S.)
	Hey, where are you going? You
	can't do this.
	  (calls after Frank)
	I can't take a dog.
	  (a confession)
	Nobody's ever been in here before.

		FRANK (O.S.)
	  (threatening)
You don't want to mess with me
today. I'll figure something else
out tomorrow.

INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

Melvin enters -- the dog cowers in the shadows. Now
Melvin sees him.

		MELVIN
	You're dead!!

VERDELL STOPS -- gives Melvin wide berth -- slinking
along the far wall. Melvin finds Verdell's fear of him a
bit calming.

		MELVIN
	I don't have dog food. And I
	won't want dog food here. You'll
	eat what we have. You'll eat what
	we eat.

Melvin exits. Verdell is in a major funk.

INT. MELVIN'S APARTMENT - KITCHEN - NIGHT

Melvin breaks two eggs over a large pile of prime chopped
meat, sticks raw pieces of bacon into it and exits the
room.

		MELVIN
	Don't you touch anything.

INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

Verdell cringing as his new master approaches -- MUSIC
CONTINUES ominously. Melvin sets the bowl down and
exits...  Verdell breathes excitedly though looking
alternately in all directions... his recent past making
him suspect this feast is a trick. He sniffs
cautiously -- then dives in -- GOTHIC MUSIC CHANGING on a
dime TO SCORE his RAPTURE... from O.S. we hear the sound
of RUNNING WATER as steam escapes the bathroom -- then
MUSIC OUT -- as Melvin returns...  ignoring Verdell he
sits at the piano and his one key repeatedly. It's odd.
Verdell shifts his body so he is eating from the bowl
with his tail to Melvin. Then Melvin begins to play and
sing Monty Python's "Always Look On The Bright Side Of
Life," with its cheerful whistle refrain. Verdell looks
over with surprise and pleasure. But just as mood lifts
and warmth threatens, Melvin stops abruptly, turns out
the lights and exits.

INT. HOSPITAL CORRIDOR - DAY

Frank on the phone.

		FRANK
	  (into phone)
	Put the solid red dots on three of
	them and the hold blue dots on two
	others...  Well, we're not going to
	sell anything if they know we're
	two weeks into a show and have no
	sales. No, you can't reduce a
	price at this stage...  We're in
	free fall here. Any calls?

		JACKIE
	We can see him.

		FRANK
	I'll meet you in there.

INT. HOSPITAL ROOM - DAY

As Jackie enters.

		JACKIE
	How you doing, great one?

		SIMON
	I haven't looked at myself yet. I
	figured I could tell from your
	reaction.

He turns toward her. Much of his body -- taped -- his
painting hand wrapped. Simon's face is something of a
horror. Swollen, one savage discolored cut. We are into
yuccchhh...  The sight is a jolt. Jackie breaks into
tears...  sobs, actually.

		SIMON
	That bad, huh?

They share a helpless half-laugh -- then Frank appears in
the doorway.

		FRANK
	Hey, hey...
	  (as he sees him)
	Haaa...  bad but temporary. The
	nurses say it's much better than
	you looked three weeks ago...  the
	hand will come back...  they're
	sure...

		SIMON
	Jackie, will you hand me the
	mirror?

		JACKIE
	  (a small voice)
	No.

She starts to hand him a large mirror from her purse --
then thinks better of it.

		JACKIE
	Wait, I have a smaller one.

But he holds out his hand and she gives him the mirror --
he starts to look -- then thinks better of it.

		SIMON
	So, what's new anyway? How's
	Verdell?

		FRANK
	  (sheepish)
	Your neighbor -- Udall -- is
	taking care of him.

		SIMON
	  (suddenly alive and upset)
	How could you do that? He'll hurt
	him.

		FRANK
	No, I promise...  not a chance. I
	own this guy. There was no one
	else. I'm on the move too much.
	Trust me.

		SIMON
	You are very certain my dog is
	okay...  because you have no
	idea...

		FRANK
	Yes. Your dog is fine, Simon.

Simon holds the mirror poised for a moment of discovery,
then he takes a breath -- like someone about to dive
underwater. First a small, mumbled pep talk to himself.

		SIMON
	Okay, waiting gives the devil
	time. Now!

He quickly brings his hand up and looks at the mirror...
he is startled -- the bottom drops out -- leaving him
awed by his misfortune.

		SIMON
	Oh my... Where'd I go? Ummmm?

EXT. CAROL'S RESTAURANT - DAY

AN ESTABLISHING SHOT FEATURING Verdell tied up in front.

INT. CAROL'S RESTAURANT - DAY

Melvin finishing a plate of eggs, bacon and sausage with
his plastic knife and fork. Carol looks totally beat as
she sets down a cup of coffee. Melvin is craning
periodically to keep an eye of his dog.

		CAROL
	So what are you doing with a dog?

		MELVIN
	Suckered in. Set up. Pushed
	around.

		CAROL
	You're not worried that someone
	might take him?

		MELVIN
	Well, not until now -- for
	Christ's sake.

		CAROL
	Sorry.

		MELVIN
	It's okay -- I'll sit here.

He changes tables for the first time ever so that he can
keep an eye on Verdell. Carol is amazed.

		CAROL
	You know he's a little dog. Next
	time, if Bryan's not here, you can
	bring him in.

		MELVIN
	How old are you?

		CAROL
	Oh, please...

		MELVIN
	If I had to guess by your eyes,
	I'd say you were fifty.

Carol looks at him.

		CAROL
	And if I had to guess by your
	eyes. I'd say you were kind. So,
	so much for eyes. But as long as
	you bring up age...  how old are
	you?

		MELVIN
	  (quickly)
	Otherwise, you're not ugly.

		CAROL
	  (laughs out loud)
	Okay, pal...  I accept the
	compliment, but go easy -- my
	knees start a-knocking when you
	turn on the charm full blast.

		MELVIN
	What's with the dark?

He indicates the bags under her eyes by tapping his own.

		CAROL
	Dawn patrol -- major dawn patrol.
	My son had a full blown attack.
	And this time, for extra fun, they
	gave us the wrong antibiotics, so
	I get him home...

She reaches for the plate of uneaten bacon -- he goes
nuts.

		MELVIN
	No...  no...  leave it...  the
	bacon's for the dog.

She is jolted by the insensitivity of his interruption,
but he doesn't notice, turning, almost chatty.

		MELVIN
	Last week I was playing the piano
	for him and he likes it, and so I
	decide I'm going to make a little
	joke...

		CAROL
	You all set here?

Melvin nods -- a bit frustrated about not being able to
finish his dog story. He pockets the remaining bacon.

EXT. NEW YORK STREET - DAY

As Melvin walks Verdell back home, we notice, perhaps a
beat before Melvin, a remarkably event. Verdell is
avoiding the cracks in the sidewalk.

		MELVIN
	It's a beautiful day for our walk.

Melvin slows -- observes the dog mirroring his behavior.

ON VERDELL

again carefully placing his paws to avoid a crack in the
sidewalk. Melvin laughs out loud -- puts on plastic
gloves hurriedly so he can lift the dog to eye level.

		MELVIN
	Don't be like me, don't you be
	like me. You stay just the way
	you are because you are a perfect
	man. I'm gonna take you home and
	get you something to eat...  what
	you love.

ANOTHER ANGLE

		FEMALE PASSERSBY
	  (charmed)
	Ohhh. I'd like to be treated like
	that.

		MELVIN
	  (all smiles to Verdell)
	Let's go home and do some writing.

INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

Melvin whaling away at his computer, reading to himself
with great satisfaction as he goes.

Verdell sits at his chair, fascinated by the speed of his
master's fingers on the keyboard. He reads his writing
aloud to the dog.

		MELVIN
	"He turned off the gas jets and
	carried her outside. He kissed
	her brow and when her eyes opened
	and found him, he said, 'there are
	easier ways to break a date.' She
	laughed. The only sensible
	ambition he had ever known was now
	realized. He had made the girl
	happy. And what a girl. 'You've
	saved my life,' she said, 'you'd
	better make it up to me.'"

Exhilarated by his own words, he shuts down the machine...

		MELVIN
	  (singing to Verdell)
	Done!
	  (playing with him some)
	Yes, I hate the doggy...  yes, I
	hate the doggy.

He exits.

		MELVIN (V.O.)
	Sixty-two books... done!

As the dog goes shooting off to the kitchen we leave our
couple's play time for...

INT. SIMON'S APARTMENT - BEDROOM/LIVING ROOM/HALLWAY - DAY

As the rookie invalid awakens in precisely the same foul
mood he'd had on falling asleep. In the living room, the
maid, NORA, is talking with Jackie -- we catch only a few
words as they review Simon's mounting pile of bills and
talk of how long Nora can stay on.

INT. NEW YORK APARTMENT BUILDING - HALLWAY - DAY

Frank knocking on Melvin's door. He opens it.

		FRANK
	How's Verdell doing?

		MELVIN
	He's a pain in the ass.

As he looks over at the dog, Verdell trots over and,
without realizing it, Melvin smiles at him to Frank's
surprise.

		FRANK
	Simon's home. I was sort of
	hoping you could keep the dog
	until he's had a chance to think
	and adjust...

		MELVIN
	  (leaping at the chance)
	It's been five weeks...  another
	few won't kill me.

		FRANK
	No. He wants him back. He'll be
	by tomorrow.

		MELVIN
	  (too loudly, weirdly)
	Okay by me.

Frank exits.

INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

Melvin sits -- Verdell looks up at him. Melvin walks to
the door. He turns the lock... then checks that they are
locked...  checks again to make sure he turned them in the
correct direction...  turns from the door...  then back to
check once more. And again...  and again...  anguished,
until now he breaks briefly, the dog looking on.

INT. NEW YORK BUILDING - MELVIN'S APARTMENT - HALLWAY - DAY

Melvin opens the door -- looks at the scarred Simon in a
wheelchair and shudders...

		MELVIN
	That's some face they left hanging
	on you. You look like...

		SIMON
	  (interrupting)
	Could you take it just a little
	easy, Mr. Udall?

A beat of silence as Melvin thinks whether to comply.

		SIMON
	Thank you. Verdell...  sweetheart?
	  (to Melvin)
	By the way, thanks for saving me.

		MELVIN
	I called. I never touched you. I
	didn't leave my name or nothing.

		SIMON
	  (not listening)
	Verdell?

ON VERDELL

Totally weirded out...  hiding behind Melvin...  now Melvin
shifts and Simon and Verdell see each other...  Simon
smiles at the dog...  he is emotionally caught up in the
reunion.

		SIMON
	Hi, sweetheart.

Verdell isn't eager.

ON SIMON

The first gnawing pains of rejection.

INT. SIMON'S APARTMENT - DAY

Simon pats his leg -- trying unsuccessfully to get
Verdell to approach him. Instead the dog goes to the
door and scratches at it. Jackie starts to pick the dog
up.

		SIMON
	No. Please, don't force him.

		JACKIE
	  (to dog)
	You little stinker. He's given
	you everything.

INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

MELVIN'S POV

Verdell's towel on the floor -- near his bowl.

BACK TO SCENE

Melvin's lips compress... he sits on the piano bench and
hits a few keys...  looks at Verdell's empty spot again...
there are those who "get the joke" -- Melvin is clearly
one -- he laughs suddenly and helplessly even as he feels
the panic rise in him...

...  all his painstaking success in keeping the lid on and
now it threatens to blow for a reason he articulates.

		MELVIN
	Over the dog...  an ugly dog.

It's hilarious. But now the humor detours. An actual
sob is choked back...  he gets up -- following a definite
pattern across the room. He is conducting a small but
highest-stakes fight for survival. Momentarily a scared,
beaten middle-aged man -- he races out the door.

EXT. NYC STREETS - DAY

Melvin charging as fast as crack checks allow and then
turning into a building with a copper sign reading
"Grammercy Park Psychiatric Group."

		MELVIN
	Worst sidewalk in New York and
	look where they put in.

INT. PSYCHIATRIST'S OFFICE - DAY

Melvin bursts in on the psychiatrist and emits one word.

		MELVIN
	Help!

		DOCTOR
	If you want to see me you will not
	do this. You will make an
	appointment...

		MELVIN
	Explain to me how you can diagnose
	someone as "obsessive compulsive
	disorder" and then act like I have
	any choice in barging in.

		DOCTOR
	There's not going to be a debate.
	You must leave.

The Doctor moves into the hallway, forcing Melvin to
follow.

		MELVIN
	You said you could help me --
	what was that -- a tease?

		DOCTOR
	I can help you if you take the
	responsibility to keep regular
	app --

		MELVIN
	  (suddenly)
	You changed the room around...

		DOCTOR
	Two years ago...

Melvin shakes his head -- as if things weren't bad enough
he must go through a careful exercise noting every new
element before he's at all comfortable... as he studies
each object. The Doctor is professionally intrigued
despite himself.

		DOCTOR
	I also regrew my beard...  but
	you're not interested in changes
	in me... so it's like I always
	told you...  when it comes to
	people you...

		MELVIN
	Shhhhhhh. I don't have this
	mountain of available time...  I
	got to get to my restaurant on
	time. Do you know how hard it is
	for me to be here?

		DOCTOR
	Yes.
	  (as Melvin starts
		for the office)
	No.

INT. PSYCHIATRISTS' WAITING ROOM - DAY

More PATIENTS in the almost-crowded waiting room. Melvin
passes through -- visibly drawn and upset. He stops.
Eyes on them. Then:

		MELVIN
	  (to other patients)
	What if this is as good as it
	gets?

They look stricken. He exits.

INT. CAROL'S RESTAURANT - DAY

As he walks to his booth and sits down. Enormous relief.
CHERYL, a heavy-set waitress, reluctantly moves to his
table -- unseen by Melvin as he takes out his utensils
and arranges them. In a corner booth, four big TRANSIT
AUTHORITY POLICE are having a meal together. Cheryl
looks at his utensils.

		CHERYL
	What the heck are those for?

		MELVIN
	No. No. Get Carol.

		CHERYL
	I'm filling in. We don't know if
	she's coming back. She might have
	to get a job closer to home.

		MELVIN
	What are you trying to do to me?

		CHERYL
	What the heck do you mean?

		MELVIN
	Hey, elephant girl, call her or
	something...  just let her do my
	one meal here. I'll pay whatever.
	I'll wait.
	  (as she doesn't
		budge; he screams)
	Do it!!!

The MANAGER comes over, gesturing to the table of police
that he can handle it. All attention is on Melvin.

		MANAGER
	Out. Be silent or leave.

		MELVIN
	I'll be quiet. Just let me wait.
	No problem. Get her here -- have
	her get me two sausages, four
	bacon, two eggs over easy and
	coffee. I'm not a prick here --
	I'm a great customer. This day is
	a disaster. I can't handle this,
	too.

		MANAGER
	Get out immediately or there's
	going to be trouble.

Melvin looks at the police, sizes up the hopeless
situation and rises.

		MELVIN
	There's going to be trouble???

He walks toward the door as Cheryl and all the other
employees applaud his defeat. As he passes a BUSBOY near
the door he hands him 20 dollars.

		MELVIN
	Carol's last name?

		BUSBOY
	Connelly.

EXT. BROOKLYN STREET - DAY

An uncomfortable Melvin sitting in the back of a taxi.

MELVIN'S POV

A neighborhood in Brooklyn -- a community. Melvin, ever
the shark observer, looks from the cab to see slices of
community life -- MEN in front of a bar, PARENTS giving
their CHILD a ride on a mechanical horse outside a local
store -- two YOUNG WOMEN discuss dating.

EXT. CAROL'S BUILDING - DAY

As he exits -- RINGS the BELL and is BUZZED in.

INT. CAROL'S APARTMENT BUILDING - DOOR/HALLWAY - DAY

Carol opens the door just as he arrives on her landing.
She holds a container of ice, washclothes and a
thermometer.

		MELVIN
	I'm hungry.
	  (on Carol's astonished
		look)
	You've upset my whole day. I
	haven't eaten.

		CAROL
	What are you doing here?

Melvin ignores the question, instead answering a charge
he had imagined she might make...

		MELVIN
	This is not a sexist thing. If
	you were a waiter I would still be
	here saying...

		CAROL
	Are you totally gone? This is my
	private home...

		MELVIN
	I am trying to keep emotions out of
	this. Even though this is an
	important issue to me and I have
	strong feelings about the subject.

		CAROL
	What subject? That I wasn't there
	to take crap from you and bring
	you eggs? Do you have any control
	over how creepy you allow yourself
	to get?

		MELVIN
	Yes, I do, as a matter of fact...
	and to prove it I have not gotten
	personal and you have. Why aren't
	you at work? You're not sick --
	you don't look sick... just very
	tired and bitter.

		CAROL
	My son is sick, okay?

Even saying the sentence, "My son is sick" pushes some
emotions toward the surface which are wasted on the crazy
man at her threshold.

		MELVIN
	What about your mother?

		CAROL
	How do you know about my mother?

		MELVIN
	I hear you talk when I'm
	waiting!!!

She crosses to the sink to dump the ice. Melvin takes a
step inside. Spencer, seven and looking ill, walks into
the room.

		CAROL
	Sorry, honey...  I'll be right
	there.

		MELVIN
	  (uncomfortably)
	How ya doing?

Spencer just stares at him.

		MELVIN
	  (miffed)
	You should answer when someone
	talks to you...

Carol eyes Melvin with disgust and disbelief then
emphatically gestures him to "clear out." Melvin backs
out the door.

		CAROL
	Sorry. There is a limit, Melvin,
	and I can't handle you teaching
	my son manners.

She closes the door in his face, then walks to her son
and leads him back to his room.

INT. SPENCER'S ROOM

CAMERA MOVES TOWARD mother and son sitting on the edge of
Spencer's bed. She holds a digital thermometer to his
ear. They both count down the seconds.

		CAROL AND SPENCER
	5...  4...  3...  2...  1...  Bingo.

		SPENCER
	104.9

		CAROL
	We are going to treat ourselves to
	a cab ride.

EXT. BROOKLYN SIDEWALK - ANGLE ON CAROL - DAY

As Carol carries her young son through a class of
uniformed KIDS from a Catholic elementary school. She
spots Melvin about to enter a cab.

		CAROL
	Melvin, wait!

The school kids pick up the chant in unison.

		SCHOOL KIDS
	Melvin, wait! Melvin, wait!
	Melvin, wait!

He turns to face them.

		MELVIN
	Shut up, kids!

They immediately obey as Carol approaches him.

		CAROL
	Melvin...  give us a lift. We've
	got to go see our friends at the
	hospital.

Melvin is thrown...  he pauses a beat...  then holds the
rear door open as Carol hustles the kid inside. The
maneuver puts the beet red, sweating Spencer at his face.

		MELVIN
	I'll ride up front. Cover your
	mouth when you cough, kid.

INT. BROOKLYN CAB - DAY

As they settle in and drive off.

		CAROL
	Brooklyn Presbyterian Hospital,
	please and quickly please.

EXT. HOSPITAL EMERGENCY ROOM - DAY

As Carol enters the hospital.

		CAROL
	  (calling back)
	I owe you three dollars.

Melvin follows behind her as she carries her son...

		MELVIN
	Yeah, yeah...  any chance you'll
	get back to work today?

		CAROL
	  (furiously)
	No!!! Stay away from me!

INT. SIMON'S APARTMENT - DAY

Verdell lies just inside the front door whimpering for
Melvin. Jackie sits across from Simon's wheel chair...
she has some index cards in her laps which she
occasionally consults and shuffles.

		JACKIE
	I feel terrible that I have to...
	Simon? Forget about the dog for a
	second.

Simon forces his attention to Jackie.

		SIMON
	Sorry. What are those cards?

		JACKIE
	  (a bit embarrassed)
	Frank's idea. He thought I should
	have notes so I did this right...
	maintained focus, didn't get
	emotional and tried not to terrify
	you.

		SIMON
	  (scared shitless)
	Terrify me?

		JACKIE
	See, he's right. I need the
	cards.
	  (reading from cards)
	Simon, you're broke.

ANGLE ON VERDELL

as their conversation continues -- the dog is distressed.

		JACKIE (O.S.)
	The medical bill are 61 thousand
	now. I've spoken to your parents
	and they didn't hang up or
	anything -- they just said they
	would feel strange calling you.

		SIMON (O.S.)
	Well, I can't reach them.

Verdell walks out on the terrace and looks off. He turns
for:

		SIMON
	  (to Verdell)
	Here, baby...  what is it,
	Verdell?...  You miss the tough
	guy...
	  (trying to be
		Melvin-like)
	Well, here I am, you little pissant
	mop, happy to see me? How about
	another ride down the chute? Oh,
	God...  I don't mean it,
	sweetheart...
	  (on Jackie's look)
	I'm sorry. I know...

Verdell hides behind a chair.

		JACKIE
	Frank loves you. You know that...
	but I've spoken to him and he
	feels that --
	  (reading from card)
	-- as a businessman, with limited
	resources...

		SIMON
	I'll be able to keep my apartment
	and studio, won't I?...  Just tell
	me.

As Jackie looks at him then thumbs for a card.

		SIMON
	  (overwhelmed)
Wow...

Verdell has come near him -- he reaches out a hand to pet
the dog and the dog ducks.

INT. MELVIN'S APARTMENT - DAY

He is trying to write. He can't. His world has been upset.
He walks away from his work -- a highly unusual act. He
is distressed -- and then an idea and he exits.

INT. PUBLISHER'S OFFICE - DAY

We are looking at ZOE, the receptionist. She is listening
with interest to an O.S. conversation while answering
phone calls, "Premier Publishing."

		FEMALE EXECUTIVE (O.S.)
	Yes, you write more than anyone
	else. Yes, you make us a lot of
	money, but isn't there someone
	more appropriate to...

		MELVIN (O.S.)
	I need this. Just say, "Melvin,
	I'll try," okay?

		FEMALE EXECUTIVE (O.S.)
	  (resigned)
	Melvin, I'll try.

They appear now -- the woman tall, attractive, etc. She
pauses at the elevator.

		FEMALE EXECUTIVE
	Now, on a pleasant note, our son
	got accepted at Brown. My
	husband...

		MELVIN
	  (curtly)
	Great, wonderful. I don't need
	you to wait with me.

She nods, pissed, waves and leaves. As Melvin waits, Zoe
summons her moxie.

		ZOE
	I can't resist. You usually move
	through here so quickly and I have
	so many questions I want to ask
	you. You have no idea what your
	work means to me.

		MELVIN
	What's it mean?

		ZOE
	That somebody out there knows what
	it's like to be...
	  (taps her head and heart)
	in here.

		MELVIN
	Oh God, this is like a nightmare.

		ZOE
	Aw come on, just a couple of
	questions -- how hard is that?

As he hits the button, wipes his fingers, hits the button
etc.

		ZOE
	How do you write women so well?

		MELVIN
	  (as he turns
		toward her)
I think of a man and take away
reason and accountability.

The fan is jolted as the elevator doors open and close.

EXT. STREET NEAR CAROL'S BUILDING - DAY

A depleted, exhausted Carol approaches her home. She is
suddenly wary -- SOUND DIALED DOWN -- as we MOVE CLOSER.

CAROL'S POV

A car at the curb with "MD" license plate.

BACK TO SCENE

As Carol breaks into a run.

INT. CAROL'S APARTMENT BUILDING, STAIRWAY/HALLWAY - DAY

As she bounds the stairs, comes to her apartment door and
jiggles with the keys, a strange prescient whimpering
sound coming from her. As she enters the apartment.

		CAROL
	Hello? Hello?

		VOICE (O.S.)
	Mrs. Connelly, I'm in here.

The worst confirmed, she moves down the narrow hallway,
her innards squirting the same chemicals that drives elk
on opening day of the hunting season.

INT. SPENCER'S ROOM - DAY

		CAROL
	What? Please? Now? Tell me?!

		DR. BETTES
	Mrs. Connelly. I'm Martin Bettes
	...  Dr. Bettes.

		CAROL
	Not your name...  what are you
	telling me your name for!! Where
	is he?

		DR. BETTES
	He's in the bathroom...  He's fine.

		CAROL
	  (overlapping)
	Tell me how bad it is. I let him
	go out last night when it was so
	cool without an overshirt -- just
	and underone with just the straps
	and I know better...  and I let him
	talk me into it. He was whining
	and...  you don't need this. Give
	me a second to catch hold.

And so she does. Wow does she... and gives us some
notion of the size of her fear demon and the strength it
takes to subdue it as Dr. Bettes keeps reassuring her and
she keeps nodding... finally a deep breath as Spencer
enters from the bathroom. All at hyper speed now.
Salvation as farce.

		SPENCER
	  (to his mother)
	Hi...
	  (they kiss)
	Did you know there are doctors who
	come to your house?

		CAROL
	No, I didn't.
	  (to Bettes)
	So why are you h...

Beverly, Carol's mother, enters the room. She is ebullient
which, if life allowed, would be her natural state.

		BEVERLY
	I didn't know you had a secret
	admire.

		CAROL
	Huh?

		BEVERLY
	You met the gift.

		SPENCER
	He's good...  And I'm an expert on
	doctors.

		CAROL
	  (to Spencer)
	Stay out of this...  Doctor?

		DR. BETTES
	My wife is Melvin Udall's
	publisher.
	  (as Carol reacts)
	She says I have to take great care
	of this guy because you're
	urgently needed back at work.
	What work do you do?

		CAROL
	I'm a waitress.

ON Dr. Bettes' reaction her mother adds a saving grace.

		BEVERLY
	In Manhattan.

		VOICE (O.S.)
	Dr. Bettes?

		DR. BETTES
	In here.

A NURSE enters.

		NURSE
	Sorry it took so long. I don't
	know Brooklyn.

		DR. BETTES
	It's okay, Terry.
	  (hands her blood
		vail)
	Tell the lab I'd like the report
	back today.

Carol and her mother exchange a look of incredulity.

		CAROL
	You're going to get the results
	today?!

MOVING SHOT

As we approach the doctor and Carol seated across from
each other at a small table... soft voices...  relaxation.
Bettes is examining medicine bottles.

		DR. BETTES
	How long has he been having
	problems?

		CAROL
	Since forever.

		DR. BETTES
	Have they done blood tests on him?

		CAROL
	Yes.

		DR. BETTES
	Only in the emergency room or when
	he was well.

		CAROL
	Emergency room only.

		DR. BETTES
	Have they done skin testing for
	allergies?

		CAROL
	No.

		DR. BETTES
	They haven't done the standard
	scratch test. Where they make
	small injections into the skin?

		CAROL
	No. I asked. They said it's not
	covered under my plan. And it's
	not necessary anyway.

		DR. BETTES
	It's amazing these things weren't
	done.

		CAROL
	Fucking H.M.O. bastard piece of
	shit...  I'm sorry...  forgive me.

		DR. BETTES
	No. Actually, I think that's
	their technical name.

		CAROL
	Once the tests come back, is there
	someone I can reach in your office
	for the results?

		DR. BETTES
	Me. My home number is on this
	card.

		CAROL
	His home number.

Carol look at her mother -- they share a laugh. Beverly
has a hard time stopping.

		CAROL
	  (to doctor)
	Do you want some juice or coffee
	or two female slaves?

		DR. BETTES
	Water...  Nobody told you it might
	be a good idea to remove the
	carpeting and drapes in Spencer's
	room?

		CAROL
	No.

She starts towards Spencer's room.

		DR. BETTES
	You don't have to do it this
	second...  it's not dangerous or
	anything. It's just something
	that's advisable. Look, there's
	a lot to be checked but...  Hey,
	your son is going to feel a
	good deal better at the very
	least...

She pats his head...  Then embraces him with fierce
intimacy.

		CAROL
	Doc!!!
	  (then)
	So listen, you gotta let me know
	about the additional costs -- one
	way or the other we'll...

		DR. BETTES
	They're considerable. But Mr.
	Udall wants to be billed.

She takes this as a blow to the heart, stomach and groin.

INT. SIMON'S APARTMENT - DAY

Simon practices walking using his cane. A tearstained
Nora hugs him good-bye.

		NORA
	You poor, poor man.

		SIMON
	Let's use just one poor, okay?
	Anyway, dear, thanks for
	everything. Forgive my recent
	crankiness and as soon as things
	are on track again I'll call.

She kisses him and starts for the door and suddenly a
sharp intake of breath -- she's forgotten something.

		SIMON
	What's wrong?

		NORA
	Who's going to walk Verdell?

Simon hadn't thought of this either.

		SIMON
	No, no.

INT. APARTMENT BUILDING (NEW YORK) - HALLWAY - DAY

Nora holding her things, knocks on Melvin's door. Melvin
opens the door. Nora is still sniffling. He misinterprets.

		MELVIN
	Is he dead yet?

		NORA
	No! Would there be any way for
	you to be willing to walk his dog
	for him?

		MELVIN
	Absolutely.

		NORA
	Not just today -- Uh, could you
	do it -- until, until he gets
	back on his feet?

		MELVIN
	Sure thing.

		NORA
	You're a wonderful man. Two
	o'clock is a good time. Here's
	the key in case he's asleep. Open
	the curtains for him, so he sees
	God's beautiful work and knows
	that even things like this happen
	for the best.

		MELVIN
	Where'd they teach you to talk
	like this -- some Panama City
	"Sailor want to hump-hump bar"?
	Or was today getaway day and your
	last shot at his whiskey. Sell
	crazy some place else -- we're all
	stocked up here.

He closes the door in her face. She stands there...
thrown by the abruptness -- then lifts the two paper
shopping bags holding her things -- walks back toward the
elevator -- pausing briefly outside Simon's door -- then
continues on her way.

INT. CAROL'S APARTMENT

The doctor gone, mother and daughter arguing.

		CAROL
	There is a seriously goofy man
	behind this. You are not allowed
	to block out that fact.

		BEVERLY
	Do you really want to go back to
	the runt doctors in Emergency who
	keep telling us they can't help?

		CAROL
	It lets a crazy man into our
	lives.

		BEVERLY
	Come on. Why fight when we know
	how it will come out. This isn't
	like stocking or a string of
	pearls. You don't send this one
	back.

EXT. NEW YORK APARTMENT - ESTABLISHING - DAY

INT. SIMON'S APARTMENT - DAY

Shades drawn. Simon is a wheelchair...  the PHONE RINGS.
He goes to answer... the phone across the bed so that
reaching for the phone is a brief but difficult
struggle... he grunts with pain, hope and anxiety as he
answers.

		SIMON
	Hello?...  yes...  sure...  finally,
	huh? Why, "finally"? Because I
	called you so many times. Maybe
	20.
	  (relief)
	Oh, boy...  I was hoping it was
	something like that. You didn't
	get one of them, huh? 'Cause I
	mean it wasn't only your office --
	it was your home, hotel and the
	cigar club you like in San
	Francisco. No -- Sarcastic...  Of
	course. I believe you. No, don't
	fire anyone...  Please. Maybe I'm
	wrong about the 20 times. Take a
	breath...
  		  (more)
	So, you miss me a little? Hey,
	strike the question -- How's the
	case going? Really. Fantastic.
	I didn't hear. I haven't been
	watching. Great. Just great.
	I'm so happy. Whoopie! Me?
	Well, I'm mending. No, I look
	fine. Well, some of the damage
	might still be noticeable if you
	look closely...

He runs a hand across his scarred and still bloated and
beaten face...

		SIMON
	Carl, I need some help and you're
	the logical one to turn to.
	  (aghast)
	No! Not 'cause I blame you for
	what happened. I hardly get how
	you can ever think that. No, I'm
	not being sarcastic.
	  (trying to figure it
		out)
	I guess because you hired the guy
	who did this you think...  No, I am
	a sarcastic person. Well, if
	you must know, the reason I said
	you were the logical person is
	because you always told me how you
	thought I was this great person
	who made you feel good about
	humanity and everything. You do
	remembering saying that? Well, whew.
	Okay, so Carl. I hate asking but
	this money thing is ridiculously
	serious...

He picks up an index card from his night stand and takes
the leap -- reading the text he prepared in advance.

		SIMON
	"Will you please loan me money? I
	will pay you back. I will give
	you whatever percentage of my
	income I don't absolutely need
	until I do. It will take a while.
	But I don't know what I'll do if
	you say"... that.
	  (as he listens)
	I understand...  yes...  No, I do.
	  (a bit of boldness)
	But you know, you know -- you
	didn't even ask how much, Carl?
	Well, Frank has no right to
	discuss how much I'm in hock...
	no, you're right -- not the point.
	So...  what have you been up to???
	Uh-huh... Oh, the group show...
	how was it? Well, I'm not
	surprised that there's that much
	talent around...  great...  Look --
	gotta go...  no, you shouldn't feel
	that way at all...  take care, you,
	too...  you, too...  Good-bye.
	  (as he hangs up)
	Pal o' mine.

It's very quiet.

LONG SHOT - SIMON

A lonely figure -- who now holds his good hand up to his
face and appears on the verge of enormous emotional
release -- CAMERA MOVES TOWARD him as if to rendezvous
with the moment of catharsis...

...  but Simon is denied even this small luxury as the
CAMERA ABRUPTLY ADJUSTS just as he begins sobbing to
focus on the door opening and Melvin and Verdell entering
the room.

		MELVIN
	Maybe I'll bring him some food by.

		SIMON
	Thank you for walking him.

Simon wheels away from Melvin.

		SIMON
	If you'll excuse me I'm not
	feeling so well.

		MELVIN
	It smells like shit in here?

		SIMON
	Go away.

		MELVIN
	That cleaning woman doesn't...

		SIMON
	Please, just leave.

		MELVIN
	Where are all your queer party
	friends?

		SIMON
	  (his first shout)
	Get out.

Melvin pauses -- Simon weeping... Verdell looks at Simon
with concern. Melvin is thrown. Moved?

		SIMON
	Nothing worse than having to feel
	this way in front of you?

		MELVIN
	Nellie, you're a disgrace to
	depression.

		SIMON
	Rot in hell, Melvin.

		MELVIN
	No need to stop being a lady...
	quit worrying -- you'll be back on
	your knees in no time.

Simon swings his arm and cast at Melvin -- the sudden
attack jolts Melvin but not as much as what follows.

		SIMON
	Is this fun for you? Well, you
	lucky devil...  It just gets better
	and better. I am losing my
	apartment and Frank wants me to
	promise to paint hotter subjects
	and to beg my parents, who haven't
	called, for help... and I won't.
	And I don't want to paint anymore.

Melvin has made for the door...  Simon blocks him.

		SIMON
	So the life I was trying for is
	over. The life I had is gone and
	I am feeling so damn sorry for
	myself that it is difficult to
	breathe. Right times for you --
	huh, Melvin. The gay neighbor is
	terrified...
	  (a sudden screamed
		word surprises them
		both)
	Terrified...  Lucky you, you're
	here for rock bottom...  me
	wallowing in self-pity in front of
	you, you absolute horror of a
	human being...

As Simon works to stop crying, Melvin is weird with
discomfort.

		MELVIN
	Well, I'll do one thing for you
	that might cheer you up.

		SIMON
	Get out.

		MELVIN
	Don't piss on a gift, tough guy.
	You want to know why the dog
	prefers me...  it's not affection.
	It's a trick.

Simon looks up, his mood turning on a dime -- he's
rapt...  Melvin comes and stands by his wheelchair.

		MELVIN
	I carry bacon in my pocket.

		SIMON
	  (pleased)
	Oh, my gosh.

		MELVIN
	  (hands him bacon)
	Now we'll both call him.

		SIMON
	Come on, sweetheart...

		MELVIN
	Yo, yo, yo...

Verdell goes like a bullet to Melvin... who is totally
surprised and staggered by the implications. True love
and such.

		SIMON
	Would you leave now, please?

		MELVIN
	Stupid dog.
	  (to Simon)
	I don't get it.

He exits...  looking apologetically at Simon in stoic
ruin.

INT. CAROL'S APARTMENT - LIVING ROOM - NIGHT

Carol in bed on the pullout sofa...  She is in turmoil...
there is THUNDER, but no rain. She walks to the kitchen.
She is trembling as she drinks a glass of water and exits.

INT. BEVERLY BEDROOM - NIGHT

The room is on an air shaft and this is where Carol
shares a closet with her mother, who is now asleep.

Carol quietly extracts a dress from the closet, leaving
her nightgown on the floor. There is something sexy
here, the woman in Carol churning. She plops on a summer
dress -- no time for underwear.

EXT. BROOKLYN STREET - NIGHT

Carol seeing a bus and dashing after it.

EXT. MANHATTAN BRIDGE - TWO AM

Carol crossing to Manhattan. She looks as if she's on
her way to some final exam where she has no notion of the
subject.

EXT. NEW YORK CITY STREET - NEAR MELVIN'S BUILDING -
NIGHT (RAIN)

Hot summer night as she gets off the bus and now the
rains come...  We are in a familiar neighborhood.

ANGLE ON MELVIN AND SIMON'S APARTMENT HOUSE

As Carol consults the slip of paper with the address on
it.

INT. NEW YORK APARTMENT BUILDING - NIGHT (RAIN)

As she enters building and realizes it's not just that
she's wet -- the thin summer dress is a winner in any wet
T-shirt contest...  the fabric clinging to her breasts,
like the old movie poster of The Deep.

INT. NEW YORK APARTMENT BUILDING - HALLWAY - NIGHT

As Carol passes Simon's door...  stands in front of
Melvin's apartment -- twists herself to ease nervousness
and knocks on the door...  then RINGS the BELL. Finally
Carol hears MUFFLED THROAT CLEARING on the other side
of the door.

		CAROL
	Uh, Udall?

		MELVIN (O.S.)
	Carol the waitress?

		CAROL
	Yes.

As we hear him unlock the door, Carol looks at her
breasts and gasps. She grasps the fabric and holds it
straight out just as Melvin opens the door. His hair is
static city, standing on end as he periodically gives it
self-conscious pats.

		CAROL
	The doctors had your billing
	address. I'm sorry about the
	hour.

		MELVIN
	I was working...  can't you just
	drop me a thank-you note?

		CAROL
	That's not why I'm here...
	  (tearing suddenly)
	...  though you have no idea what
	it's like to have a real
	conversation with a doctor about
	Spencer...

		 MELVIN
	  (very uncomfortable)
	Note. Put it in the note.

		CAROL
	Why did yo do this for me?

		MELVIN
	To get you back at work so you can
	wait on me.

		CAROL
	But you do have some idea how
	strange that sounds??? I'm
	worried that you did this
	because...

She pauses -- the beginning of an extraordinarily long
silence. Finally.

		MELVIN
	You waiting for me to say
	something?
	  (as she shakes her head)
	What sort of thing do you want?
	Look, I'll be at the restaurant
	tomorrow.

		CAROL
	I don't think I can wait until
	tomorrow. This needs clearing up.

		MELVIN
	What needs clearing up?

		CAROL
	  (strong and true)
	I'm not going to sleep with you.
	I will never, ever sleep with you.
	Never. Not ever.

Melvin's reaction? Well, he'll never get credit for the
brief but intense inner struggle -- the struggle not to
scream --

-- not to cry -- to process the sudden and stunning hurt
during his half turn away from her -- and then answer
hoarsely.

		MELVIN
	I'm sorry. We don't open for the
	no-sex oaths until 9 a.m.

Carol is amused, surprised...  maybe, in some small way
ever taken by his style...  but top priority is clarity.

		CAROL
	I'm not kidding.

		MELVIN
	Okay!!!! Anything else?!?

		CAROL
	Just how grateful I am.

Her mission completed -- she turns.

		MELVIN
	So you'll be at work?

		CAROL
	Yes.

INT. MELVIN'S APARTMENT - NIGHT

It's a 3:22 a.m. as the two digital clocks on Melvin's
night stand tell us...  He gets up -- the first time we've
seen his waking routine -- taps one foot on the floor
twice -- then the other foot -- two more taps and his
body angles from the bed in a deliberate way.

He is having anxiety. He sits at the piano and plays
very briefly...  Stops -- wipes some sweat from his
forehead...  Walks to his computer room -- turns the light
on and then quickly off...  Walks to his refrigerator...

INT. MELVIN'S APARTMENT, KITCHEN, INSIDE REFRIGERATOR -
NIGHT

As he grabs a cardboard take-out box...

INT. NEW YORK APT. BUILDING - HALLWAY/SIMON'S APT.

He knocks of Simon's door...  It opens quickly.

SIMON'S APARTMENT

		MELVIN
	I took a chance you were up.

Simon walks painfully back to a chair.

		MELVIN
	I brought you Chinese soup.

		SIMON
	Thanks.

		MELVIN
	I have never been so tired in my
	life. Okay, if I sit here?

		SIMON
	Got any easier questions?

Melvin sits and moans -- the dog sitting near him.

		MELVIN
	I haven't been sleeping. I
	haven't been clear or felt like
	myself. I'm in trouble. Some son
	of a bitch is burning my bridges
	behind my back...  But the
	tiredness -- boy...  Not just
	sleepy.

		SIMON
	But sick -- nauseous -- where
	everything looks distorted and
	everything inside just aches --
	when you can barely get up the
	will to complain.

		MELVIN
	  (brightening)
	Yeah...

He feels a touch of community and not knowing where to
take it from here.

		MELVIN
	I'm glad we did this.

He rises and makes an awkward exit.

		MELVIN
	Good talking to you.

He exits -- Simon puzzled and concerned.

INT. CAROL'S APARTMENT - NIGHT

Carol seated working on a letter... She is trying to
express her gratitude... An enormous sheaf of completed
pages sit next to her... She is so involved she doesn't
even look up as a young man, SEAN, knocks on the door and
is let in by Beverly.

They exchange greetings and move inside where we faintly
hear Spencer greeting him... We MOVE IN and read over
Carol's shoulder -- "I'm sorry to have gotten sloppy and
emotional in this letter, but it would have been on my
conscionce (sic) forever if I didn't tell you how
gratefull (sic)... "

		BEVERLY
	You're not still writing that
	thank-you note?

		CAROL
	I'm on the last page. How do you
	spell conscience?

		BEVERLY
	C-o-n-s-c-i-e-n-c-e. I got Sean
	from the bakery to baby-sit so
	let's go out.

		CAROL
	I still don't feel safe leaving
	Spencer with someone. How do you
	spell it again?

		BEVERLY
	Spencer is okay. You'd better
	start finding something else to do
	with your free time. If you can't
	feel good about this break and
	step out a little...
	  (struts and pumps
		her arms)
	You ought to get Mr. Udall to send
	you over a psychiatrist.

		CAROL
	  (more emotionally
		than she intended)
	I don't need one 'cause I know
	what's really going on here. I
	have to finish this letter or
	I'll go nuts.
	  (looking at paper;
		weepy)
	This can't be right -- con-
	science.

Carol breathes heavily -- gets control, stopping herself
on the brink of crying.

		BEVERLY
	Carol. What?

Carol is amazed at herself... that she might not be able
to stem the flow... wide-eyed with apprehension, she
looks at her mother, who, in return, only nods permission
for Carol to let it go. A last defiant snort from Carol
-- and then she is overwhelmed. The headline comes first.

		CAROL
	I don't know... It's very strange
	not feeling that stupid panic
	thing inside you all the time.
	Without that you just start
	thinking about yourself -- and
	what does that ever get anybody.
	Today, on the bus there was this
	adorable couple and I felt myself
	giving them a dirty look -- I had
	no idea everything was...

		BEVERLY
	Go ahead.

		CAROL
	  (great, forceful
		hand gestures)
	... moving in the wrong
	direction... Away from when I
	even remembered what it was like
	to have a man to... anything...
	hold fucking -- sorry -- hands
	with, for Christ's sake. I was
	feeling like really bad that Dr.
	Bettes is married.
	  (this next one's
		tough)
	Which is probably why I make poor
	Spencer hug me more than he wants
	to... Like the poor kid doesn't
	have enough problems. He has to
	make up for his mom not getting
	any.
	  (weeps at her
		insight)
	Oh, boy. Who needs these
	thoughts?

		BEVERLY
	Spencer's doing fine. So what are
	you saying, that you're frustr...

		CAROL
	Leave me be! Why are you doing
	this? Why are you picking at my
	sores... What is it that you
	want?... You want what? What's
	with you? I hope getting me
	thinking of everything that's
	wrong when all I want is to not
	do this has some purpose.
	  (puffy; red;
		furious)
	What is it, Mom? No kidding.

Slumped, fought out -- Carol gets out one last, naked
husky voiced question.

		CAROL
	What is it you want? What?

		BEVERLY
	I want us to go out.

A beat, then.

		CAROL
	  (simply)
	Okay.

INT. CAROL'S APT, SPENCER'S ROOM, HALLWAY - NIGHT

As they enter, still wiping away the effects of their
cry.

		CAROL
	  (to Sean)
	We're going out.

		SEAN
	  (looking at their
		red eyes)
	Looks like fun.

She kisses Spencer -- almost getting involved in what
he's doing -- then sees her mother waiting.

		CAROL
	Okay -- we're out of here. I love
	you.

Spencer nods -- involved with Sean. CAMERA FOLLOWS Carol
as she exits the apartment -- her mother leading.
Halfway down the stairs, she stops and reverses herself,
going back to the apartment which she re-enters -- then
to her son to ask:

		CAROL
	Do you love me?

		SPENCER
	Uh-huh.

Carol exits.

EXT. STREET - NEAR CAROL'S BLDG. (MOVING) - DAY

Beverly and Carol walking past the store windows. A
simple and unprecedented experience in their recent
lives.

		BEVERLY
	Nice to get out, isn't it?

Carol nods tightly... then they wrap arms around each
other and continue walking, turning into a corner bar.

INT. CAROL'S RESTAURANT - CLOSE ON CAROL - DAY

As Carol stands nervously while Lisa finishes reading her
14-page letter. In the b.g. Melvin and Frank are seated
at the same table and in earnest conversation. Lisa
keeps flicking away tears -- a few drops on the pages.

		 CAROL
	Don't get it wet.

Lisa brushes the paper -- finishes and embraces Carol.

		CAROL
	So it's okay?

		LISA
	You almost have me liking him.
	You sure come from the heart. I
	never knew what you went through
	with everything.

		CAROL
	I wanted him to know how much he'd
	done.
	  (looking over)
	Can you believe he's eating with
	someone.

ON MELVIN & FRANK

		MELVIN
	It's not my dog and this Simon
	seems to have enough on his mind
	-- but he did throw up twice and
	his spark is off.

		FRANK
	Sure -- take him to the vet.

		MELVIN
	I did. And his stomach is out of
	whack. So they need him for a
	couple of days.

		FRANK
	Do it.

		CAROL
	Melvin.

She self-consciously hands him with the thick envelope.

		MELVIN
	What's this?

		CAROL
	  (sotto)
	A thank-you note for what you did
	for me.

He hands it back to her deliberately. She takes it and
walks back to the service area where, embarrassed,
confused, and messed with -- she tosses the note.

After Carol leaves...

		FRANK
	She's nice.

		MELVIN
	  (to Frank)
	Really nice. Shouldn't that be a
	good thing... telling someone,
	'no thanks required.'

		FRANK
	It looks like it really went over.
	You're sure making the rounds.
	Simon says you brought him soup
	last night. I hope he doesn't
	write you a note.

Melvin looks up -- wary -- his brain sends a disturbing
message.

		FRANK
	What?

		MELVIN
	"What?" Look at you... You sense
	a mark.

		FRANK
	Hey -- you called me... I...

		MELVIN
	About a dog.

		FRANK
	Yeah, but it's all about Simon
	now... you helped with the dog...
	And now there are other things.
	I'm just as concerned as you are
	about Simon.

		MELVIN
	Concerned. I'm just the hall
	monitor here.

		FRANK
	It's not only financial
	assistance. What he's got to do
	is go to Baltimore tomorrow and
	ask his parents for money. It's
	not going to happen on the phone.

		MELVIN
	Yeah. If his parents are alive
	they've got to help -- those are
	the rules. Good.

		FRANK
	Yes. And tomorrow? I have a high
	maintenance selling painter coming
	through... So I'm out. Can you
	take him?

		MELVIN
	Think white and get serious.

Carol enters scene.

		FRANK
	Take my car -- a convertible. Do
	you drive?

		MELVIN
	  (loudly)
	Like the wind but I'm not doing
	it.

		CAROL
	Getting loud, getting loud.

		MELVIN
	He wants me to take his car and
	his client to Baltimore.

		CAROL
	I want your life for a minute
	where my big problem is someone
	offers me a free convertible so I
	can get out of this city.

She exits. Frank prepares to depart.

		MELVIN
	Okay. I'll take him. Get him
	packed -- ready -- tomorrow
	morning.

Frank stumbles back... self-satisfied, he relaxes.

		MELVIN
	  (excited)
	Okay... so I'll see you tomorrow.
	Let's not drag this out. We don't
	enjoy another that much.

		FRANK
	If there's some mental health
	foundation that raises money to
	help people like you be sure to
	let me know.

		MELVIN
	Last word freak.

Frank adjusts and exits... Carol approaches calling a
"good-bye" to him.

		CAROL
	So. Anything else?

		MELVIN
	Yes. I'm going to give my queer
	neighbor a lift to Baltimore.

		CAROL
	Okay.

		MELVIN
	Hey, what I did for you is working
	out?

		CAROL
	  (a breath; then)
	What you did changed my life.

She offers him the note.

		MELVIN
	No... no thank you notes.

		CAROL
	Well, part of what I said in this
	entire history of my life which
	you won't read is that somehow
	you've done more for my mother, my
	son and me, than anyone else ever
	has... And that makes you the most
	important, surprising, generous
	person I've ever met and that you
	be in our daily prayers forever.

		MELVIN
	Lovely.

		CAROL
	I also wrote one part... I wrote
	I'm sorry... I was talking about I
	was sorry when I got mad at you
	when you came over and you told my
	son that he ought to answer back
	so I wrote that.
	  (reading from the
		letter, Melvin
		wildly uncomfortable)
	I was sorry for busting you on
	that... and I'm sorry for busting
	in on you that night... when I
	said I was never... I was sorry
	and I'm sorry every time your food
	was cold and that you had to wait
	two seconds for a coffee filler...

Melvin wants to disappear but Carol is getting into it --
emotionally moved by her own words.

		CAROL
	... and I'm sorry for never
	spotting, right there at the table
	in the restaurant, the human being
	that had it in him to do this
	thing for us... You know what, I'm
	just going to start from the
	beginning... I have not been able
	to express my gratefulness to
	you... even as I look at the word
	"grateful" now it doesn't begin to
	tell you what I feel for you...

And finally Carol notes Melvin's mood and pauses.

		MELVIN
	Nice of you... thank you.

		CAROL
	Thank you.

		MELVIN
	Now I want you to do something for me.

She looks at him for a very strange, long beat.

		CAROL
	Oh, I'm sorry... Didn't I say,
	"what?" I thought I said,
	"what?"... What?

		MELVIN
	I want you to go on this trip.

		CAROL
	No, sir...

		MELVIN
	I can't do this alone. I'm afraid
	he'll pull the stiff one eye on
	me. I need you to chaperon.
	Separate everything but cars. You
	said you liked convertibles. Now
	I'm on the hook.

		CAROL
	The stiff one eye?

		MELVIN
	Two days.

		CAROL
	I can't. I work.

		MELVIN
	You take off when you have to.

		CAROL
	My son.

		MELVIN
	Bettes tells me he's doing fine.

		CAROL
	  (no other way)
	Melvin, I'd rather not.

		MELVIN
	What's that got to do with it?

		CAROL
	Funny, I thought it was a strong
	point.

		MELVIN
	Write me a note and ain't she
	sweet. I need a hand and where'd
	she go.

		CAROL
	Are you saying accepting your help
	obligates me!?

		MELVIN
	Is there another way to see it?

		CAROL
	No.

INT. CAROL'S APARTMENT - BEVERLY'S BEDROOM - NIGHT

Carol takes an old weekend case down from the top shelf
of the closet.

		CAROL
	Well, here's a little suitcase
	shocked that it's been used.

She holds up a dress -- a pretty one... then decides it's
too pretty and puts it back... Now she looks in another
drawer and pauses as if she ponders one of the mysteries
of the ages. She hesitates then talks to herself.

INSERT -- UNDERWEAR DRAWER

Her best underwear neatly stacked alongside her everyday
"girl Jockies." She fingers the good stuff -- puts it
back -- then the everyday -- hesitates.

		CAROL
	  (furiously exasperated)
	There's not way to pack for this
	trip... well, I'll tell you -- I'm
	not packing the camera.

As she exits the room --

INT. CAROL'S APARTMENT - KITCHEN - NIGHT

As she picks up the phone.

INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

Melvin is in his bedroom -- everything he's taking neatly
stacked on the bed waiting to be packed (he is taking a
camera). He has a list of what he needs. All items --
underwear, socks, etc... with four checks next to each
one and still he -- checks each stack on the bed and adds
another check. The PHONE RINGS. This is an amazing
development. He has almost no recent experience with
receiving a nighttime phone call. He makes a little
comment to himself as he moves.

		MELVIN
	Woo-woo.

He stops -- briefly trying to remember where the phone is
-- and then, remembering, crosses and picks it up but
before bringing it to his mouth nervously clears his
throat.

ON CAROL

As she hears his throat being cleared. It is not a
pretty sound. (The following conversation is INTERCUT.)

		CAROL
	Hello?

		MELVIN
	Are you still coming?

		CAROL
	Yes.

Melvin visibly relaxes.

		CAROL
	Melvin... I'd like to know exactly
	where we are going.

		MELVIN
	Just south to Baltimore, Maryland.
	So I know what you're going to ask
	next.
	  (correcting himself)
	That you might ask -- I'm not
	certain.

		CAROL
	There's... there's no need to
	bring anything dressy... or... I
	mean -- I didn't know if we'd be
	eating at any restaurant that
	have dress codes.

		MELVIN
	Oh.
	  (a beat)
	We might. Yes. We can. Let's.

		CAROL
	Okay, gotcha. What did you think
	I was going to ask?

		MELVIN
	Whether crabs are in season there
	now...

		CAROL
	Oh. Okay, then -- Melvin. Good
	night.

INT. CAROL'S APARTMENT - BEVERLY'S BEDROOM - NIGHT

Beverly looks up expectantly as her daughter enters.

		BEVERLY
	How was it talking to him?

		CAROL
	Stop treating this like I'm going
	away with a man. He's just going
	to say those crappy, sick,
	complaining, angry things to me.
	I hate this, Mom -- I hate this.
	He's a freak show -- the worst
	person I ever met.

		BEVERLY
	Well, maybe he has nice friends.

EXT. CAROL'S APARTMENT BUILDING - DAY

Beverly and Spencer wait with her. The bus approaches.
She kisses them.

		CAROL
	  (to Spencer)
	You stand there and I'll wave to
	you from the back window.

As she boards the bus.

		BEVERLY
	Call me as soon as you're settled.

		CAROL
	  (to Spencer)
	I love you.

The bus driver closes the doors on her -- she shoves them
open.

		CAROL
	  (to bus driver)
	Sensitive, huh?!

The bus pulls out. He runs after the bus -- waving at
his mother who grows concerned that he might be taxing
himself.

INT. VETERINARIAN'S WAITING ROOM - DAY

A female VETERINARIAN in surgical scrubs holds Verdell as
Melvin finishes filling out some forms.

On opposite sides of the waiting room, a very large black
dog and a tiny Chihuahua sit patiently with their owners.

		VETERINARIAN
	Anything unusual in the dog's
	diet?

		MELVIN
	No. Everybody gets their own
	cage?

		VETERINARIAN
	Certainly.

		MELVIN
	  (pointing to
		Chihuahua)
	Put him in with that one, not that
	one...
	  (pointing to large
		dog)
	... Builds his confidence.

EXT. BUS STOP NEAR APARTMENT BUILDING (NEW YORK) - DAY

Carol disembarks.

EXT. APARTMENT BUILDING (NEW YORK) - DAY

As she walks and turns a corner.

CLOSE ON CAROL

The shot of the prisoner taking the walk toward the death
chamber. But the prisoner -- has grit -- her knees do
not buckle. She does not whimper. No prison "screws"
will have to support her weight. Still, the prospect
couldn't be grimmer.

CAROL'S POV

Melvin next to a spiffy convertible. Top down. Trunk open.

CLOSER ON MELVIN

He is wearing driving gloves and turns to witness the
tussle Frank and Simon are having just inside the
building.

		FRANK
	I'm sorry that I'm not taking
	you.

		SIMON
	  (upset)
	So am I, Frank.

Frank starts to leave -- Simon stops him. They embrace.

		MELVIN
	Soak it up -- it's your last
	chance at a hug for a few days.

As Frank moves off Melvin sees Carol and his demeanor
changes... that quickly there is a shyness.

		CAROL
	Hi.

		MELVIN
	Thanks for being on time... Carol,
	the waitress, this is Simon, the
	fag.

		CAROL
	Hello... Oh, my God, who did that
	to you?

		SIMON
	I, uh... I was... attacked.
	Walked in on people robbing me. I
	was hospitalized. I almost died.

		MELVIN
	Let's do the small talk in the
	car. Load up.

Carol puts her bag in the car.

		MELVIN
	I was going to do that for you.

		CAROL
	  (taken aback)
	It's okay. No problem. Where
	should we sit?

		MELVIN
	  (totally non-plussed)
	I -- uh, I... Well, there is no
	place cards or anything.

		CAROL
	  (to Simon)
	Let me go in back. You look like
	you need all the room you can
	manage.

		SIMON
	That's very thoughtful.

		MELVIN
	Never a break. Never.

Carol steps into the back. Melvin disappointed that he's
not sitting next to Carol... Carol is wedged in the small
back seat. She struggles to get her feet in.

		MELVIN
	You're really jammed back there.

He reaches for the latch between his legs and slides his
seat and, with some effort,  wrenches it forward giving
Carol more room and putting his right against the wheel.
She is startled by the gesture.

		CAROL
	Thanks, Melvin.

		MELVIN
	Welcome.

And off they go. Simon and Carol stunned by the manners.

EXT. 12TH STREET

Turning onto Fifth.

		MELVIN
	I got the whole ride programmed.

CAMERA FOLLOWS as Melvin goes to a rack of CDs -- all
carefully labelled. He selects and begins to play the
one marked "ICEBREAKER." It is a song which we clearly
and quickly judge as off the circumstances -- a quick
burst of "Y.M.C.A." Melvin STOPS the MUSIC and chuckles.

		MELVIN
	Just wanted to see what you'd do.
	No, we have greatness here.

He goes for another CD labelled "FOR USE TO REP THINGS
UP."

The car turns onto Seventh as we hear BEAUTIFULLY
SELECTED MUSIC.

		CAROL (O.S.)
	Hey, I like this music.

And, as the MUSIC PLAYS, Simon looks out.

EXT. ROAD - DAY

The three of them... Carol chattering away.

		CAROL
	I don't know the last time I've
	been out of the city... Hey, my
	arms are tanning. I used to tan
	great. We gotta stop soon so'se
	I can check on Spencer.

		SIMON
	  (during the above)
	I'm sorry... I can't hear you. I
	can't turn my head all the way
	yet... tell her we can't hear her.

		MELVIN
	Doesn't matter. She's enjoying
	herself. Consider it part of the
	music.

EXT. ROAD - DAY

A short time later. Carol is now driving.

		CAROL
	I'm sure, Simon, they did
	something real off for you to feel
	this way... But when it comes to
	your partners -- or your kid --
	things will always be off for you
	unless you set it straight. Maybe
	this thing happened to you just to
	give you that chance.

		MELVIN
	Nonsense!

		CAROL
	Anybody here who's interested in
	what Melvin has to say raise their
	hands.

Simon does not raise his hand. Simon and Carol have thus
declared their majority.

		SIMON
	Do you want to know what happened
	with my parents?

		CAROL
	Yes. I really would.

		SIMON
	Well...

		CAROL
	No, let me pull over so I can pay
	full attention.

Car pulling over toward parking spot.

EXT. HIGHWAY - CURBSIDE - CONVERTIBLE - DAY

She takes the car curbside and parks.

		CAROL
	Now go ahead.

Simon looks back at Melvin as does Carol. He looks
innocent. Several beats -- Melvin almost says something
-- a hidden hand gesture from Carol stops him. Finally.

		SIMON
	Well, I always painted. Always.
	And my mother always encouraged
	it. She was sort of fabulous
	about it actually... and she used
	to... I was too young to think
	there was anything at all wrong
	with it... and she was very
	natural. She used to pose nude
	for me... and I thought or assumed
	my father was aware of it.

		MELVIN
	This stuff is pointless.

		CAROL
	Hey -- you let him...

		MELVIN
	You like sad stories -- you want
	mine.

		CARL
	. Go ahead, Simon. Really.
	Please. Don't let him stop you. Ignore him.

		SIMON
	Okay. Well, one day my father
	came in on one of those painting
	sessions when I was nine -- and he
	just started screaming at her --
	at us -- at evil. And...

		MELVIN
	  (very quickly)
... my father didn't leave his
room for 11 years -- he hit my
hand with a yardstick if I made a
mistake on the piano.

		CAROL
	Go ahead, Simon. Your father
	walked in on you and was yelling
	and... really, come on.

		SIMON
	I was trying to defend my mother
	and make peace, in the lamest way.
	I said, "she's not naked -- it's
	art." And then he started hitting
	me. And he beat me unconscious.
	After that he talked to me less
	and less -- he knew before I left
	for college, my dad came into my
	room. He held out his hand. It
	was filled with money. A big wad
	of sweaty money.
	  (gathers himself)
	And he said to me, "I don't want
	you to ever come back." I grabbed
	him and I hugged him... He turns
	and walked out.

Carol, whose life has been rugged but basic, feels as
strange as she does moved by Simon's trauma which is so
much more complicated than her meat and potatoes
troubles. She looks out her window -- then kisses her
fingers and touches them to Simon's cheek. A nice,
understated, gesture of friendship.

		CAROL
	Well, you know -- I still stay
	what I said. You've got to get
	past it all when it comes to your
	parents. We all have these horror
	stories to get over.

Melvin shifts INTO the FRAME.

		MELVIN
	That's not true. Some of us have
	great stories... pretty stories
	that take place at lakes with
	boats and friends and noodle
	salad. Just not anybody in this
	car. But lots of people -- that's
	their story -- good times and
	noodle salad... and that's what
	makes it hard. Not that you had
	it bad but being that pissed that
	so many had it good.

		CAROL
	No.

		SIMON
	Not it at all, really.

		MELVIN
	  (a veteran's irony)
	Not at all, huh?!... Let's go to
	the hotel. And if you're lucky
	tomorrow Dad will give you another
	wad of sweaty money.

INT. HOTEL SUITE - LIVING ROOM/CARL'S ROOM - DAY

		MELVIN
	Two bedrooms and the sofa opens...

Carol is on the phone in the living room -- she hangs up.

		CAROL
	  (to Simon)
	No answer... Maybe we should just
	drive there tomorrow. Can I have
	that one?

		MELVIN
	Yes... sure.
	  (to Simon)
	I'll take the sofa.

Carol walks into her room -- the nicest room she'll ever
have slept in... She goes to the phone and dials...

		CAROL
	  (into phone)
	Hello... Hi, Spencer... Why are
	you out of breath? You did?!?
	That is great... So great... So --
	no, wait a second, Spence...

INT. HOTEL SUITE - MELVIN AND SIMON'S HOTEL ROOM - DAY

Melvin watches Simon struggle to unpack his especially
neat suitcase. Melvin is uncomfortable.

		MELVIN
	Can I ask you a personal question?

Simon laughs loudly in apprehension squared.

		MELVIN
	Do you ever get an erection for a
	woman?

		SIMON
	Melvin...

		MELVIN
	Wouldn't your lie be a lot easier
	if you were not...

		SIMON
	You consider your life easy.

		MELVIN
	I give you that one...
	  (eyes suitcase)
	Nice packing.

INT. HOTEL SUITE - LIVING ROOM - DAY

Carol enters the common living room... Melvin is sitting
there. Carol is dealing with a number of unsettling new
factors in her life.

		CAROL
	My son was outside playing soccer.
	I never saw him playing ball. Come
	on, you guys -- take me out for a
	good time... Take me out dancing.

		MELVIN
	Dancing?

		SIMON
	I can't, I'm exhausted.

Carol walks to Simon and puts an arm on him. Melvin is
visibly disturbed by her gesture.

		CAROL
	  (to Simon)
	I don't blame you... This is a
	monumental first day out... You
	sad or anything?

		SIMON
	No... Nervous. It would be very
	rough, Carol, if you weren't
	along.

		CAROL
	What a nice compliment.

She gives Simon a kiss... Melvin deals with jealousy.
She turns to him.

		CAROL
	I'm happy. And you're my date.
	Let's get dressed.

She exits the room. Melvin unnerved.

		MELVIN
	I'm going to jump in the shower.
	I'll be right with you.

INT. HOTEL SUITE - NIGHT

As Carol, dressed in a thrift shop find, enters the main
room of the suite and hears the SHOWER running -- she
sits down to wait -- through...

SERIES OF DISSOLVES

Showing the enormous length of time which transpires until
finally a seriously clean Melvin emerges from the bathroom
through a cloud of steam. They exit.

EXT. FIRST RATE RESTAURANT - NIGHT

As they drive up.

		VALET
	Good evening, sir.

		MELVIN
	They sell hard shell crabs here?

		VALET
	Yes.

INT. FIRST RATE RESTAURANT - NIGHT

As they enters...

		HEAD WAITER
	Good evening.

		MELVIN
	Hi. You have hard shells, right?

		CAROL
	Stop asking everyone.

		MELVIN
	Just him and that's it. Okay, you
	can answer -- we've worked it out.

		HEAD WAITER
	Yes, we do... And I can give you a
	tie and jacket.

		MELVIN
	What?

		HEAD WAITER
	They require a tie and jacket but
	we have some available.

He reaches into the coat and check room and withdraws them.

		MELVIN
	No... I'm not wearing that -- and
	just in case you were going to ask
	I'm not going to let you inject me
	with plaque either.

		CAROL
	You promised a nice place -- can't
	you just...
	  (to Head Waiter)
	You have these dry cleaned all the
	time, don't you?

		HEAD WAITER
	Actually, I don't think so.

		MELVIN
	  (to Carol)
	Wait here.

EXT. FIRST RATE RESTAURANT - NIGHT

As Melvin takes his car back from the valet.

EXT. STREET - SHOPPING MALL - NIGHT

As the car goes right across the street to a shopping
mall.

INT. SHOPPING MALL - MEN'S STORE - NIGHT

Melvin walks to the doorway and stops suddenly.

		SALESMAN
	Good evening.

		MELVIN
	I need a coat and tie.

OTHER ANGLE

CAMERA REVEALS that the floor is intricately patterned so
that passage for Melvin is impossible.

		SALESMAN
	Come on in.

		MELVIN
	No.

		SALESMAN
	No?

		MELVIN
	  (pointing)
	That jacket and give me a tie.

EXT. FIRST RATE RESTAURANT - NIGHT

As he pulls up - a new VALET taking his car.

		VALET #2
	Good evening.

		MELVIN
	You have hard shells?

		VALET #2
	I'm not sure.

		MELVIN
	Everyone else says you do.

		VALET #2
	Then I guess we do.

INT. FIRST RATE RESTAURANT

As he enters, looks for and then spot Carol. She is
having a martini at the bar... Sitting on a stool --
watching COUPLES dance... Happy by herself... Turning
down a MAN who wants to buy her another... And Melvin
watches... Watches his date.

		HEAD WAITER
	Shall I get her for you?

		MELVIN
	No, it's all right. I'll just
	watch.

He enjoys watching her for a few more beats... She turns
-- Melvin makes a "Haul your ass over here" gesture...
and she smiles and walks toward him... A WAITER has
lifted her drink -- placed it on a tray and follows her.
She takes a bit of a slalom course through the tables,
giddy as the MUSIC PLAYS and couples dance in the b.g.
She notices the waiter in her trail.

		CAROL
	 (mouthing the words
	  to Melvin)
	My drink is following me.

Melvin watches her approach. It is all too exquisite.
He takes a breath -- it doesn't come easily.

		CAROL
	You look s...

She stops herself from saying "sexy," regathers, then...

		CAROL
	You look great.

They arrives at the table. He holds out her chair for her.

		CAROL
	You wanna dance?

		MELVIN
	I've been thinking about that
	since you brought it up before.

		CAROL
	  (rising)
	And?

		MELVIN
	No...
	  (and before she can
		digest that)
	... I don't get this place. They
	make me buy an outfit but they let
	you wear a house dress. I don't
	get it.

ON CAROL

Melvin has no idea he has insulted her. Sandbagged in
extreme, she gets up -- actually ready to leave.

		MELVIN
	No. Wait. What? Why? I didn't
	mean it. You gotta sit down. You
	can still give me the dirty
	look... just sit down and give it
	to me.

		CAROL
	Melvin, pay me a compliment... I
	need one and quick... You have no
	idea how much what you said just
	hurt my feelings.

		MELVIN
	  (really pissed,
		mutters)
	That monominute somebody gets that
	you need them they threaten to go
	away. Never fails.

		CAROL
	That's not compliment, Melvin...
	That's just trying to sound smart
	so I feel stupid... A compliment
	is something nice about somebody
	else... Now or never.

		MELVIN
	Okay.

He waves her down.

		CAROL
	  (sitting)
	And mean it...

		MELVIN
	Can we order first?

She thinks and then nods. The waiter is across the room.
This does not stop Melvin.

		MELVIN
	  (calling)
	Two crab dinners and pitcher of
	cold beer.
	  (to Carol)
	Baked or fries?

		CAROL
	Fries.

		MELVIN
	  (calling)
	One baked -- one fries.

		STARTLED WAITER
	  (shouting back)
	I'll tell your waiter.

		MELVIN
	  (to Carol)
	Okay, I got a real great
	compliment for you and it's true.

		CAROL
	I am so afraid you're about to say
	something awful...

		MELVIN
	Don't be pessimistic. It's not
	your style. Okay... Here I
	goes... Clearly a mistake.
	  (this is hell
		for him)
	I have this -- what? Ailment...
	And my doctor -- a shrink... who
	I used to see all the time... he
	says 50 or 60 percent of the time
	a pill can really help. I hate
	pills. Very dangerous things,
	pills. "Hate," I am using the
	word "hate" about pills. My
	compliment is that when you came
	to my house that time and told me
	how you'd never -- well, you were
	there, you know... The next
	morning I started taking these
	pills.

		CAROL
	  (a little confused)
	I don't quite get how that's a
	compliment for me.

Amazing that something in Melvin rises to the occasion --
so that he uncharacteristically looks at her directly --
then:

		MELVIN
	You make me want to be a better
	man.

Carol never expected the kind of praise which would so
slip under her guard. She stumbles a bit -- flattered,
momentarily moved and his for the taking.

		CAROL
	That's maybe the best compliment
	of my life.

		MELVIN
	Then I've really overshot here
	'cause I was aiming at just enough
	to keep you from walking out.

Carol laughs.

		CAROL
	So how are you doing with those
	pills? Well, I hopahopahopa.

		MELVIN
	Takes months to know... They work
	little by little.
	  (holds his head;
		then)
	Talking like this is exhausting.

Carol moves to the chair next to him... She sits very
close -- he tenses.

		CAROL
	Have you ever let a romantic
	moment make you do something you
	know is stupid?

		MELVIN
	Never.

		CAROL
	Here's the trouble with never.

TIGHT SHOT

for the kiss. Their faces are close -- she looks at
him... She closes her eyes -- her face moving toward him
-- he is wide-eyed and afraid... His face almost moves
away -- in a shot this close it's almost flight... But
now his head moves back and he receives her kiss. It is
brief. Carol smiles encouragement to him and herself.
Melvin can't bear the pleasure.

		MELVIN
	You don't owe me that.

		CAROL
	That wasn't payment. When you
	first came into breakfast, when I
	saw you -- I thought you were
	handsome... Then, of course, you
	spoke... So now that your soft
	li'l underbelly is all exposed.
	Tell me, why did you bring me?

Melvin's voice is soft -- hesitant, okay, vulnerable...
as he holds up his hands in a "stop" signal.

		MELVIN
	Well, ah... that's a personal
	question.

		CAROL
	Tell me even if you're scared.
	Tell me why you wanted me here.
	It's okay.

She kisses him again.

		CAROL
	If you ask me... I'll say, "yes."

		MELVIN
	  (dissembling)
	There are lots of reason... I had
	a thought that if you had sex with
	Simon it might...

		CAROL
	  (humiliated)
	Sex with Simon?

		MELVIN
	It's one idea...

		CAROL
	That's why you brought me? Look
	at me! Is that really why you
	brought me... Like I'm a what and
	I owe you what?!

		MELVIN
	I don't know why I brought you --
	that idea occurred to me is all...
	It came out first... Hey, you kiss
	him -- me... He says he loves
	you. You two hit it off. But you
	don't want to... fine... Forget
	what I said about sex with Simon.
	It was a mistake.

		CAROL
	  (wiping away tears)
	I'll never forget you said it.

		MELVIN
	It was a mistake.

But she has already turned away and exits the
restaurant... Melvin alone and miserable.

INT. SIMON'S HOTEL ROOM - NIGHT

He finishes dialing. He is extremely tense -- not
breathing -- a lump in his throat -- trying not to let
the anxiety immobilize him... the NUMBER RINGS twice,
then a humorless male voice:

		PARENTS' VOICE
	  (humorless male
		voice)
	Hi. This is Fred Bishop...
	  (perky woman's
		voice)
	... and Betty.
	  (Fred again)
	We are sorry to be unable to take
	your call right now. Please leave
	a message and we'd appreciate your
	including the time/date and
	purpose of your call.
	  (Simon mouths the
		word "date," then
		Betty speaks before
		the beep Bye-bye.

		SIMON
	Ah, this is Simon... I'm here in
	town...
	  (he waits)
	... and, folks, you haven't come
	home later than 10 in your lives.
	Please pick up -- really...
	Okay... I'm going to call again in
	the morning. I need to see you.
	Or, at least get you to answer the
	phone.

He hangs up. His parents want no part of him and he
needs help.

INT. HOTEL SUITE - CAROL'S ROOM - NIGHT

As Carol enters with some energy. We FOLLOW her as she
goes into her room -- takes her suitcase, begins throwing
things in.

INT. HOTEL SUITE - SIMON'S ROOM - NIGHT

		SIMON
	Hello... Hello???

Carol thrusts open the door and enters...

		SIMON
	Was this supposed to be your room?

		CAROL
	Our room. I don't want to see him
	and he's not going to come
	knocking on your door.

Simon struggles with his shirt -- she helps him,
inadvertently venting some anger as she does so.

		SIMON
	Can you not be violent?

		CAROL
	I don't think so. You need help
	with the pants?

		SIMON
	  (emphatically)
	No!!!

		CAROL
	I'm going to take a big bath and
	order a big meal.

		SIMON
	Uh-huh...

		CAROL
	I'm sorry... are you okay?

		SIMON
	Well, considering everything's
	horrible and tomorrow I have to
	face my parents... Don't ask me
	... I'm sick of my own complaints
	... got to get me a new set of
	thoughts.

		CAROL
	Why? What have you been thinking
	about?

		SIMON
	How to die, mostly.

		CAROL
	Can you believe in our little mix
	you're the good roommate.

Simon laughs -- as she crosses to the bathroom and begins
to prepare a bath.

		SIMON
	  (turning off the light)
	Good night.

		CAROL
	Good night.

We are ON Simon settling in for sleep, when instinct or
sounds or the faint glow of hope turns him so that he
faces the bathroom and we have...

SIMON'S POV

Carol sitting at tub's edge -- a towel around her and now
as Simon looks at the bathing beauty she adjusts her hair
-- the towel falls -- a better than perfect breast
exposed...

BACK TO SCENE

		SIMON
	  (a whisper)
	Hold it.

He leaves the bed.

ANGLES ON HOTEL DESK

What's he up to... he takes the blotter from the desk set
and a pen from his jacket pocket which hangs on the chair
and with vigor and faint pain moves to the other side of
the bed where he turns on the light and stares at Carol.

		SIMON
	I've got to sketch you.

		CAROL
	No... Absolutely not. I'm shyer
	than you think. I give the wrong
	impression sometimes and...

		SIMON
	I haven't even been thinking about
	sketching for weeks.

		CAROL
	Stop staring. Do a vase.

		SIMON
	But you're beautiful... your skin
	glows.

		CAROL
	Thanks. But I just want to take a
	bath and...

		SIMON
	That long neck -- the line of
	you... you're porcelain... your
	back goes on forever. You're
	classic... you're why cavemen
	chiseled on walls...

		CAROL
	All right, cut me a break.

Simon's pen moves across the blotter -- Carol sees him
earnestly engrossed, a beat of indecision and then shyly
but deliberately she lowers the towel. He's right.
She's breathtaking.

INT. BAR - NIGHT

Melvin sits alone, nursing a drink. He's been talking to
the bartender.

		MELVIN
	So then, the next thing I know,
	she's sitting right next to me,
	and then, well, it's not right to
	go into the details, but I screwed
	up. I got nervous. I said the
	wrong thing and if I hadn't, I
	could be in bed now with a woman
	who if you could make her smile
	you got a life. Instead, I'm here
	with you, no offense, a moron
	pushing the last legal drug.

He sits there, just another Joe on a bar stool with his
heart breaking.

INT. HOTEL SUITE - SIMON'S ROOM - CLOSE ON SIMON - NIGHT

He's excited -- smiling... We hear Carol -- also revved.

		CAROL (O.S.)
	I don't care how you put it --
	We're being naughty here, pal.

FULL SHOT

Carol holding a pose for Simon... He is holding a
ballpoint over the back of a hotel desk blotter. His
style cramped by his cast.

		SIMON
	No. No. This is great, this is
	so great. I can't get the angle
	with this cast.

He struggles with the cast, and then decides to struggle
no more. Summoning remarkable strength, he rips a piece
from the cast, freeing his hand -- he roars ironically --
a lion's roar of liberation. He is back at his center.

INT. HOTEL SUITE - LIVING ROOM - DAY

Melvin is having a room service breakfast.

The door opens... Simon enters. A new Simon -- better
than ever, clearly happy -- a morning-after glow.

		MELVIN
	Did you have sex with her?

Carol follows his out. Her arms are filled with the
hotel soaps, shampoos, etc.

		MELVIN
	Sorry, didn't realize she was
	right there.
	  (a beat)
	Did you have sex with her?

		CAROL
	To hell with sex.

Carol looks at Melvin -- he can't meet her gaze.

		CAROL
	We held each other. It was better
	than sex. What I need he gave me
	great.

		SIMON
	I just love her.
	  (beat)
	How're you doing?

Melvin reacts.

INT. HOTEL SUITE - DAY

Simon finishes dialing the phone... a brief wait, then:

		SIMON
	Hello, hi, Mom -- I can barely
	hear you. Do you have to whisper?
	No -- don't apologize -- it was
	the luckiest thing for all of us
	that you didn't answer last
	night... I can't hear you... okay,
	dear, just listen to me then.

ON MELVIN AND CAROL

Melvin has been reduced to straight talk as Carol brings
the bathroom bounty into the room and begins to put it in
her suitcase.

		MELVIN
	I get why you're angry. It's no
	snap to explain why I was like
	that, but let's not try to do it
	on the run...

		SIMON
	... so Mom. Truly no grudges --
	truly. A little odd that you
	didn't come to see me when you
	heard I was hurt, but the
	important thing I want you to know
	is your son is happy. I'm working
	again. I'll make do -- I don't
	want a thing. Wouldn't take it if
	it was offered. I'll drop you a
	note from wherever I land and then
	it's up to you. I hope we patch
	things up but know that if we
	don't, I wish you both the very
	best... I can't hear you. You
	heard me, though, right? Good --
	take good care. 'Bye.

He hangs up, totally satisfied with himself and rips over
to Carol and Melvin.

		MELVIN
	... Now he's going to want to
	stay. And they'll want to take a
	ride to the lake or whatever. So
	it's a good five hours back. It
	gives us a chance to take it easy
	and...

		SIMON
	I'm going back with you.

		CAROL
	But what about...

		SIMON
	I'll take care of myself --

		MELVIN
	What are you talking about? You
	got real problems.

		SIMON
	I know. I'm a little bit nervous.
	Suddenly everything seems so easy.
	Carol, a load has been lifted.

		CAROL
	One night with me!

		SIMON
	You think you're kidding.

Melvin stalks out.

EXT. HIGHWAY - DAY

The car parked near a phone booth --

		MELVIN
	  (to Frank over
		the phone)
	Aww Jesus! No choice.

Carol walks up to Simon in the car.

		CAROL
	I got a gift for you.

She hands him a base ball cap.

		MELVIN
	  (on phone)
	Nothing like no choice to make you
	feel at home.

		CAROL
	  (to Simon)
	Let me see... Ahh, gorgeous!

		MELVIN
	Do it then. Get the dog picked
	up. I can't believe you let it
	stay there.

Melvin hangs up the phone.

		MELVIN
	Good-bye.
	  (to Simon)
	Well, your luck is holding. They
	sublet your place. You're
	homeless. Frank's got a line on
	another place you can use for now.

		SIMON
	Another place where?

		MELVIN
	Does it matter?

Melvin gets in -- goes to the glove compartment for a
special CD labelled "For Emergency Use Only." As it
PLAYS a confessional love SONGS:

		CAROL
	I don't want to hear that music
	right now.

		MELVIN
	What do you mean? You said you
	liked it.

		CAROL
	I don't.

		MELVIN
	This one has a special meaning.

		CAROL
	It's your car but I don't want to
	hear it. If that means anything.

Melvin hesitates and then turns OFF the SONG in mid-
proclamation of love.

EXT. APARTMENT BUILDING (NEW YORK) - NIGHT

As the car arrives... They get out...

		MELVIN
	Here are the keys to my apartment.
	I'm going to park you in my place
	while I take Carol home.

		CAROL
	  (hefting bag)
	I'll take a bus.

		 MELVIN
	I'll take you... why not?

		CAROL
	I don't care what you did for me.
	I don't think I want to know you
	anymore -- all you do is make me
	feel badly about myself.
	  (turning to Simon)
	You have my number.

		SIMON
	  (hugging her)
	I love you...
	  (sotto)
	Let him take you home.

		CAROL
	Don't want to. I love you.

She shakes her head and walks off. Simon looking at
Melvin with some sympathy.

		MELVIN
	Don't say anything.

INT. MELVIN'S APARTMENT KITCHEN - NIGHT

Where Verdell's ears prick.

INT. APARTMENT - NIGHT

As they enter.

		MELVIN (O.S.)
	I told you to go on in.

		SIMON (O.S.)
	Look, I've got to get a hold of
	Frank and see where I'm hanging my
	hat 'cause...

The door opens, revealing them:

		MELVIN
	I think you gotta camp it here...

		SIMON
	What are you talking about?

The dog vaults toward them -- all else forgotten as the
dog greets his two favorite people and they talk to him.

		SIMON
	  (to Verdell)
	I know the feeling -- you feel
	like your ol' self again, huh? --
	Mommy and Daddy are home.

Melvin reacts.

		SIMON
	Sorry... You're fun to mess with.

Melvin gets up... Simon notices some of his paintings.

		MELVIN
	They took your place furnished.
	Jackie said she grabbed your
	personal stuff -- they were
	supposed to set you up here.
	  (leading the way)
	There's this extra room -- I
	never use. It gets good light.
	No other answer really.

Simon follows.

INT. SIMON'S NEW ROOM - NIGHT

As they enter... the room clean and organized -- a small
but lovely garret.

		SIMON
	Thank you, Melvin. You overwhelm
	me.

		MELVIN
	They did a nice job... Cozy, huh?

		SIMON
	I love you.

Melvin looks at him finally -- pretensions fall.

		MELVIN
 I'll tell you, buddy, I'd be the
 luckiest guy alive if that did it
 for me.

INT. CAROL'S APARTMENT - NIGHT

As Carol unpacks, she gives gifts to her mother and
Spencer. But clearly something gnaws at her psyche.

INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

Melvin's two digital clocks are two minutes apart... each
around 1:55 a.m... He sits in a chair still fully
dressed... forlorn... Verdell in his lap. A beat then we
hear Simon's whispered voice.

		SIMON (O.S.)
	Where is my big hairy boy?

Melvin is alarmed. He stops breathing as his gay houseguest
approaches.

		SIMON (O.S.)
	Verdell, sweeties?

Melvin breathes again. Simon enters the room.

		SIMON
	Sorry, didn't know you were awake.
	I just thought Verdell shouldn't
	get too used to sleeping in here
	'cause then...

		MELVIN
	Look, we both want the dog --
	and...

The PHONE RINGS... they look at each other. Melvin
doesn't move.

		SIMON
	Should I get it?

Melvin nods. Simon walks into the next room... several
beats as he finds the phone. We hear him pick it up and:

		SIMON (O.S.)
	Hello.

ON SIMON

		SIMON
	  (into phone)
	Hello. It's me. He took me in.
	Did you know? Hold on, I'll get
	him for you.

He walks back to Melvin's room.

INT. MELVIN'S ROOM - NIGHT

As he enters.

		SIMON
	It's Carol.

Melvin is quickly out of his chair -- the dog in one
mitt... he thrusts it at Simon.

		MELVIN
	Here. Take the dog.

As he speeds him out...

		SIMON
	Good luck.

INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

As Melvin picks up the phone... He clears his throat
loudly. Following is INTERCUT between Carol and Melvin
-- the first such CUT showing Carol blasted by the throat
clearing.

		MELVIN
	Hello.

		CAROL
	Yeah... Well...

		MELVIN
	  (very concerned)
	How you doing?

		CAROL
	I can trust my brain.

		MELVIN
	That seems like a good choice.

		CAROL
	I don't know whether I'm being
	sensible or hard on you.

		MELVIN
	The two might go together.

		CAROL
	See. There's an example. I don't
	know whether you're being cute or
	crazy now.

		MELVIN
	  (what the hell)
	Cute.

		CAROL
	You don't have to answer
	everything I say. Just listen to
	me. Okay?

He nods his head, "yes."

		CAROL
	It's really something that you're
	looking after Simon. And what I
	said on the street. That was a
	bad thing to say. And it made me
	sick to my stomach. It was a bad
	thing to say. And I'd be lying if
	I didn't say that I enjoyed your
	company... but the truth is you do
	bother me enormously and I know --
	think -- that it's best for me to
	not have contact with you because
	you're just not ready and you're a
	pretty old guy to not be ready...
	and I'm too old to ignore that.
	But there were extraordinary
	kindnesses that did take place.
	So thanks for the trips...

She's just broken up with him but she's being nicer than
ever. It's hard to know whether to die or not.

		MELVIN
	Okay to say something now?

		CAROL
	Go ahead.

		MELVIN
	I should've danced with you.

		CAROL
	Okay. Good-bye.

		MELVIN
	So long.

Carol hangs up. She feels strange. A shoe hasn't dropped.
Oh, hell... she missed him.

INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

Melvin walks in anxious circles in the living room. He
is impatient.

		MELVIN
	You going to come talk to me or
	not?

		SIMON
	I'm coming.

We enters the room carrying Verdell who strains to be
allowed closer to Melvin. Simon releases him.

		SIMON
	What did she say?

		MELVIN
	I'm a great guy --
	"extraordinary"...
	  (before Simon can
		celebrate)
	... and she doesn't want contact
	with me.
	  (a beat)
	I'm dying here.

		SIMON
	Because...
	  (gently)
	... you love her?

		MELVIN
	  (sharply)
	No... and you're supposed to be
	sensitive and sharp.

		SIMON
	Okay... you tell me why --
	  (mimics him)
	"You're dying here."

		MELVIN
	I don't know... Let me sleep on it
	and figure it out.
	  (then)
	Because I'm stuck! Can't go back
	to what I had... She's evicted me
	from my life.

		SIMON
	Did you like it that much?

		MELVIN
	  (furiously)
	It was better than this... Look,
	you, I'm very intelligent. If
	you're going to give me advice or
	conversation or consolation or
	hope, you got to be better than
	you're doing. If you can't be at
	least momentarily interesting than
	shut the hell up. I'm drowning
	and you're describing water.

		SIMON
	  (getting pissed)
	Picking on me won't help.

		MELVIN
	Well, if that's true then I'm
	really in trouble.

		SIMON
	But you know where you're lucky?

		MELVIN
	Absolutely not.

		SIMON
	You know who you want. I'll take
	your seat any day. So do
	something... don't sleep on it...
	go over there. I don't think
	anybody should ever sleep on
	anything -- it's not always good
	to let things calm down.

		MELVIN
	Hey... I'm charged here. But she
	might kill me for showing up this
	late.

		SIMON
	Then get in your jammies and I'll
	read you a story... I think you've
	got a chance. The only real enemy
	you have is her ability to think
	logically -- the best thing you
	have going for you is your
	willingness to humiliate yourself
	if it gives you one chance in
	whatever -- so go catch her off-
	guard.

		MELVIN
	Okay. Thanks a lot. Here I go.

He moves for the door... stops suddenly, jolted.

		SIMON
	What's wrong?

		MELVIN
	I forgot to lock the door.

EXT. CAROL'S APARTMENT BUILDING (CAROL'S NEIGHBORHOOD) -
NIGHT

As he parks. He exits the car -- now wary... looks at
his watch... hesitates... walks reluctantly into the
apartment house.

INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

As Melvin looks at Carol's doorbell with great
uncertainty.

INT. CAROL'S APARTMENT - NIGHT

Carol in a cotton wrap-around dress/bathrobe... sitting
directly in front of a fan... the windows open, reading
one of Melvin's books...

There is the briefest possible sound of a DOORBELL...
someone has jabbed her downstairs button ever so briefly
-- so briefly that she's not certain it's her DOORBELL --
until the same brief sound REPEATED... She walks to
her wide open window and looks over.

HER POV

The convertible at the curb.

BACK TO SCENE

She hesitates --

INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

As Melvin gives up and starts out... turning as the
sudden blast of being BUZZED into Carol's life sounds.
He bolts for the door and enters.

INT. CAROL'S APARTMENT - NIGHT

She opens the door... she hears the sound of MELVIN
SOUNDING HEAVILY up the stairs... He reaches her side.

		CAROL
	What do you want, Melvin?

		MELVIN
	Were you asleep?

		CAROL
	What do you want?

		MELVIN
	'Cause if you were asleep -- I'm
	sorry. And you could be grouchy.

		CAROL
	Grouchy?

		MELVIN
	... 'Cause of being woken up, and
	it would make my job impossible.
	So then I wouldn't even try.

		CAROL
	What job?

		MELVIN
	Were you asleep?

		CAROL
	What are you doing here?

ANOTHER ANGLE

Beverly in the hallway looking on --

BACK TO SCENE

		MELVIN
	I'm sorry I woke you -- some other
	time.

He half turns to leave.

		CAROL
	I wasn't asleep!!

		MELVIN
	What a break...

		CAROL
	  (losing it a bit)
	Is it a secret what you're doing
	here?

		MELVIN
	I had to see you...

		CAROL
	Because...

		MELVIN
	It relaxes me... I'd feel better
	just sitting on the curb in front
	of your house than anyplace else
	I can think of or imagine.

Carol has not ever heard anything like that before...
it's sort of sexy in its sincerity.

ANOTHER ANGLE

As we see in the b.g. that Beverly, standing near her
door down the hallway, has heard at least this last
part...

Melvin, of course, cannot leave well enough alone...

		MELVIN
	  (serious)
	Wait a minute, I'm overstating
	here, maybe the inside stairs. I
	don't want to sit with my feet in
	the gutter. What does that serve?
	It only...

But suddenly Carl is shouting to the heavens.

		CAROL
	Stop it!! Why can't I have a
	normal boyfriend??? Why? Get out
	of here. Just a regular boyfriend
	who doesn't go nuts on me...

		BEVERLY
	  (butting in)
	Everybody wants that, dear -- it
	doesn't exit...
	  (as Carol turns
		to her)
	Sorry... didn't mean to interrupt.

She disappears into her room. Carol snorts a laugh --
gathers herself. A beat.

		MELVIN
	  (hopefully)
	Boyfriend?

		CAROL
	Oh, come on in and try not to ruin
	everything by being you.

		MELVIN
	Maybe we could live without the
	wise cracks.

She looks at him -- then:

		CAROL
	Maybe we could...

Melvin glances at the cracked pattern of Carol's kitchen
linoleum and stalls at the door.

		MELVIN
	It feels a little confined here.
	Let's take a walk.

		CAROL
	See. It's four in the morning. A
	walk sounds a little screwy to me,
	if you don't mind.

		MELVIN
	If you need an excuse, there's a
	bakery on the corner. There's a
	shot it'll open soon -- that way
	we're not screwy -- we're just
	two people who like warm rolls.

		CAROL
	Okay.

EXT. STREET - NEAR BAKERY - NIGHT

They walk quietly -- Melvin still walking with his usual
attention to where he steps.

CAROL'S POV

Melvin walking -- and though we can see an improvement --
it is still decidedly strange as he conspicuously avoids
stepping on the lines.

BACK TO SCENE

Carol sighs. It is the sound of possibilities crashing
down. Melvin looks at her -- embarrassed, self-conscious
-- his habits making him appear unworthy.

		CAROL
	 (gently; almost
	  lovingly)
	I'm sorry, Melvin -- but whatever
	this is -- is not going to work.

ON MELVIN

He takes this hard. It forces him to half-whisper
something he hasn't at all said to himself... given his
history... this is an extraordinary intimacy.

		MELVIN
	I'm feeling... I've been feeling
	better.

		CAROL
	Melvin, even though it may seem
	that way now -- you don't know me
	all that well...
	  (as he scoffs)
	I'm not the answer for you.

She starts to turn. He tugs at her arm. As she turns
back to him.

		MELVIN
	Hey, I've got a great compliment
	for you.

		CAROL
	You know what? I...

		MELVIN
	Just let me talk.
	  (gathers himself
		with uncertainty,
		then:)
	I'm the only one on the face of
	the earth who realizes that you're
	the greatest woman on earth. I'm
	the only one who appreciates how
	amazing you are in every single
	thing you do -- in every single
	thought you have... in how you
	are with Spencer -- Spence...
	  (he has reached
		her)
	... in how you say what you mean
	and how you almost always mean
	something that's all about being
	straight and good...

ON CAROL

She stands on the precipice of being transported away
from the logic which has been her lifeline.

		MELVIN
	I think most people miss that
	about you and I watch wondering
	how they can watch you bring them
	food and clear their dishes and
	never get that they have just met
	the greatest woman alive... And
	the fact that I get it makes me
	feel great... about me!
	  (a real question
		filled with
		concern for her)
	You got a real good reason to walk
	out on that?

That last question clearly a true question, not the least
rhetorical -- she considers her answer, then:

		CAROL
	No! It's certainly not. No -- I
	don't think so. No.

		MELVIN
	  (tentatively)
	I'm gonna grab you.
	  (with conviction)
	I didn't mean it to be a question.
	I'm gonna grab you.

He kisses her. An awkward bomb of a kiss. They separate.
A tense beat. Then:

		MELVIN
	I know I can do better.

They embrace again. He does indeed do much better. A
first-class smooch. CAMERA MOVES DOWN to see his foot
land squarely on a crack in the sidewalk without his
knowledge. They break -- look at each other without a
notion of where to take it from here, and the ALMOST in
unison begin to walk away FROM CAMERA, Melvin following a
path that avoids cracks. Suddenly the lights of the
bakery turn on as it opens for business.

		CAROL
	Warm rolls...

They walk to the bakery, Melvin avoiding the cracks. As
they enter the bakery, a WORKER moves toward them to
clean the entranceway. Melvin, forced to step back onto
a crack, this time notices -- registers the momentous
fact and joins Carol inside as we:

 				FADE OUT

THE END
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