AS GOOD AS IT GETS

 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.