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英语剧本《爱在心头口难开》

时间:2007-10-27 21:59:57来源: 作者:
As Good As It Gets (1997)
by James J. Brooks. Story by Mark Andrus.
Final script.

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 

   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 

   him?



 	  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 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.



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 bill 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... 

   	    (more)

   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 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... 



 	  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 lie 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 plaque 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," 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?



 	  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