AS GOOD AS IT GETS

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

      MELVIN
      No touch. No touch. No touch.

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

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

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

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

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

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

 CLOSER ON MELVIN

 His eyes focused on the terrain.

 INT. CAROL'S RESTAURANT - DAY

 ANGLE ON WAITRESS

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

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

      MOTHER
      It's that new medication.

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

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

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

      MOTHER
      Isn't that sweet.

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

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

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

      HER MALE COMPANION
      Wonderful.

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

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

      LISA
      Pay me back next week.

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

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

      MELVIN
      I'm starving.

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

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

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

      CAROL
      "Ready" is not my problem.

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

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

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

      CAROL
      I know. He's just the best.

      MELVIN
      I've got Jews at my table.

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

 The two waitresses signal their protests.

      CAROL
      Or you can just wait your turn...

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

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

      WOMAN
      What?!!

      MAN
       (to Woman)
      Let's go --

 The Woman starts to protest.

      MAN
      Let's leave. We're going.

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

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

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

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

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

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

 ON CAROL

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

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

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

      CAROL
      Okay. I'll get your order.

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

 INT. CAROL'S APARTMENT - NIGHT

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

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

      YOUNG MAN
      What?

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

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

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

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

      CAROL
      Kissing...  kissing boys. Oh my.

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

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

      YOUNG MAN
      Maybe you better check.

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

 INT. HALLWAY/BEVERLY'S ROOM - NIGHT

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

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

 Carol now goes into her son's room.

 INT. SPENCER'S ROOM - NIGHT

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

      SPENCER
      I'm sorry.

      CAROL
      Don't be silly. How bad?

      SPENCER
      Not bad.

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

 INT. LIVING ROOM - NIGHT

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

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

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

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

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

      CAROL
      That'll teach you.

      YOUNG MAN
      Don't apologize.

      CAROL
       (perturbed)
      That wasn't an apology.

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

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

      YOUNG MAN
      No way.

 She brightens.

      YOUNG MAN
      I'll take a cab.

 She deflates as he moves past her.

      YOUNG MAN
      Too much reality for a Friday
      night.

 EXT. HOLLAND TUNNEL - NIGHT

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

      EVAN
      Why is every customer surprised I
      read books?

      DOUG
       (amazed)
      You read books?

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

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

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

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

 Seeing the hustlers:

      CARL
.      ...  I just found a model.

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

      EVAN
      Hey, hi...  remember?

      CARL
      I only need one.

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

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