AS GOOD AS IT GETS

 INT. FIRST RATE RESTAURANT

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

      HEAD WAITER
      Shall I get her for you?

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

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

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

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

      CAROL
      You look s...

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

      CAROL
      You look great.

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

      CAROL
      You wanna dance?

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

      CAROL
       (rising)
      And?

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

 ON CAROL

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

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

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

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

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

      MELVIN
      Okay.

 He waves her down.

      CAROL
       (sitting)
      And mean it...

      MELVIN
      Can we order first?

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

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

      CAROL
      Fries.

      MELVIN
       (calling)
      One baked -- one fries.

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

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

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

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

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

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

      MELVIN
      You make me want to be a better
      man.

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

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

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

 Carol laughs.

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

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

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

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

      MELVIN
      Never.

      CAROL
      Here's the trouble with never.

 TIGHT SHOT

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

      MELVIN
      You don't owe me that.

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

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

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

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

 She kisses him again.

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

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

      CAROL
       (humiliated)
      Sex with Simon?

      MELVIN
      It's one idea...

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

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

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

      MELVIN
      It was a mistake.

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

 INT. SIMON'S HOTEL ROOM - NIGHT

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

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

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

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

 INT. HOTEL SUITE - CAROL'S ROOM - NIGHT

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

 INT. HOTEL SUITE - SIMON'S ROOM - NIGHT

      SIMON
      Hello... Hello???

 Carol thrusts open the door and enters...

      SIMON
      Was this supposed to be your room?

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

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

      SIMON
      Can you not be violent?