"In writing fiction, the more fantastic the tale, the plainer the prose should be. Don't ask your readers to admire your words when you want them to believe your story." - Ben Bova [ more quotes ]

"AS GOOD AS IT GETS"

by

Mark Andrus and James L. Brooks



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 through
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 home?

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 cough 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 bills 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... 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 him 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 PEP 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 life 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 plague 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," re-gathers, 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 mono-minute 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 him 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 Carol 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 exist...
(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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