AS GOOD AS IT GETS

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

      SIMON
       (upset)
      So am I, Frank.

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

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

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

      CAROL
      Hi.

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

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

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

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

 Carol puts her bag in the car.

      MELVIN
      I was going to do that for you.

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

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

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

      SIMON
      That's very thoughtful.

      MELVIN
      Never a break. Never.

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

      MELVIN
      You're really jammed back there.

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

      CAROL
      Thanks, Melvin.

      MELVIN
      Welcome.

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

 EXT. 12TH STREET

 Turning onto Fifth.

      MELVIN
      I got the whole ride programmed.

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

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

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

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

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

 And, as the MUSIC PLAYS, Simon looks out.

 EXT. ROAD - DAY

 The three of them... Carol chattering away.

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

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

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

 EXT. ROAD - DAY

 A short time later. Carol is now driving.

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

      MELVIN
      Nonsense!

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

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

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

      CAROL
      Yes. I really would.

      SIMON
      Well...

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

 Car pulling over toward parking spot.

 EXT. HIGHWAY - CURBSIDE - CONVERTIBLE - DAY

 She takes the car curbside and parks.

      CAROL
      Now go ahead.

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

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

      MELVIN
      This stuff is pointless.

      CAROL
      Hey -- you let him...

      MELVIN
      You like sad stories -- you want
      mine.

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

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

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

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

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

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

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

 Melvin shifts INTO the FRAME.

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

      CAROL
      No.

      SIMON
      Not it at all, really.

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

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

      MELVIN
      Two bedrooms and the sofa opens...

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

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

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

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