As Good As It Gets

 

Script From Star-Spangled Site

 

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. <u>Hey</u>

<u>there</u>!

(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

<u>... Son-of-a-bitch-pansy-assed-</u>

<u>stool-pusher</u>.

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 <u>the</u>

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

<u>right</u>... 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, <u>I am</u>

<u>a sarcastic person</u>. 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)

<u>Terrified</u>... 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-

<u>science</u>.

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

<u<Stop</u>. 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 you put it --

We're being naughty here, pal.

FULL SHOT

Carol holding a pose for Simon... He is holding a

ballpoint over the back of a hotel desk blotter. His

style cramped by his cast.

SIMON

No. No. This is great, this is

so great. I can't get the angle

with this cast.

He struggles with the cast, and then decides to struggle

no more. Summoning remarkable strength, he rips a piece

from the cast, freeing his hand -- he roars ironically --

a lion's roar of liberation. He is back at his center.

INT. HOTEL SUITE - LIVING ROOM - DAY

Melvin is having a room service breakfast.

The door opens... Simon enters. A new Simon -- better

than ever, clearly happy -- a morning-after glow.

MELVIN

Did you have sex with her?

Carol follows his out. Her arms are filled with the

hotel soaps, shampoos, etc.

MELVIN

Sorry, didn't realize she was

right there.

(a beat)

Did you have sex with her?

CAROL

To hell with sex.

Carol looks at Melvin -- he can't meet her gaze.

CAROL

We held each other. It was better

than sex. What I need he gave me

great.

SIMON

I just love her.

(beat)

How're you doing?

Melvin reacts.

INT. HOTEL SUITE - DAY

Simon finishes dialing the phone... a brief wait, then:

SIMON

Hello, hi, Mom -- I can barely

hear you. Do you have to whisper?

No -- don't apologize -- it was

the luckiest thing for all of us

that you didn't answer last

night... I can't hear you... okay,

dear, just listen to me then.

ON MELVIN AND CAROL

Melvin has been reduced to straight talk as Carol brings

the bathroom bounty into the room and begins to put it in

her suitcase.

MELVIN

I get why you're angry. It's no

snap to explain why I was like

that, but let's not try to do it

on the run...

SIMON

... so Mom. Truly no grudges --

truly. A little odd that you

didn't come to see me when you

heard I was hurt, but the

important thing I want you to know

is your son is happy. I'm working

again. I'll make do -- I don't

want a thing. Wouldn't take it if

it was offered. I'll drop you a

note from wherever I land and then

it's up to you. I hope we patch

things up but know that if we

don't, I wish you both the very

best... I can't hear you. You

heard me, though, right? Good --

take good care. 'Bye.

He hangs up, totally satisfied with himself and rips over

to Carol and Melvin.

MELVIN

... Now he's going to want to

stay. And they'll want to take a

ride to the lake or whatever. So

it's a good five hours back. It

gives us a chance to take it easy

and...

SIMON

I'm going back with you.

CAROL

But what about...

SIMON

I'll take care of myself --

MELVIN

What are you talking about? You

got real problems.

SIMON

I know. I'm a little bit nervous.

Suddenly everything seems so easy.

Carol, a load has been lifted.

CAROL

One night with me!

SIMON

You think you're kidding.

Melvin stalks out.

EXT. HIGHWAY - DAY

The car parked near a phone booth --

MELVIN

(to Frank over

the phone)

Aww Jesus! No choice.

Carol walks up to Simon in the car.

CAROL

I got a gift for you.

She hands him a base ball cap.

MELVIN

(on phone)

Nothing like no choice to make you

feel at home.

CAROL

(to Simon)

Let me see... Ahh, gorgeous!

MELVIN

Do it then. Get the dog picked

up. I can't believe you let it

stay there.

Melvin hangs up the phone.

MELVIN

Good-bye.

(to Simon)

Well, your luck is holding. They

sublet your place. You're

homeless. Frank's got a line on

another place you can use for now.

SIMON

Another place where?

MELVIN

Does it matter?

Melvin gets in -- goes to the glove compartment for a

special CD labelled "For Emergency Use Only." As it

PLAYS a confessional love SONGS:

CAROL

I don't want to hear that music

right now.

MELVIN

What do you mean? You said you

liked it.

CAROL

I don't.

MELVIN

This one has a special meaning.

CAROL

It's your car but I don't want to

hear it. If that means anything.

Melvin hesitates and then turns OFF the SONG in mid-

proclamation of love.

EXT. APARTMENT BUILDING (NEW YORK) - NIGHT

As the car arrives... They get out...

MELVIN

Here are the keys to my apartment.

I'm going to park you in my place

while I take Carol home.

CAROL

(hefting bag)

I'll take a bus.

MELVIN

I'll take you... why not?

CAROL

I don't care what you did for me.

I don't think I want to know you

anymore -- all you do is make me

feel badly about myself.

(turning to Simon)

You have my number.

SIMON

(hugging her)

I love you...

(sotto)

Let him take you home.

CAROL

Don't want to. I love you.

She shakes her head and walks off. Simon looking at

Melvin with some sympathy.

MELVIN

Don't say anything.

INT. MELVIN'S APARTMENT KITCHEN - NIGHT

Where Verdell's ears prick.

INT. APARTMENT - NIGHT

As they enter.

MELVIN (O.S.)

I told you to go on in.

SIMON (O.S.)

Look, I've got to get a hold of

Frank and see where I'm hanging my

hat 'cause...

The door opens, revealing them:

MELVIN

I think you gotta camp it here...

SIMON

What are you talking about?

The dog vaults toward them -- all else forgotten as the

dog greets his two favorite people and they talk to him.

SIMON

(to Verdell)

I know the feeling -- you feel

like your ol' self again, huh? --

Mommy and Daddy are home.

Melvin reacts.

SIMON

Sorry... You're fun to mess with.

Melvin gets up... Simon notices some of his paintings.

MELVIN

They took your place furnished.

Jackie said she grabbed your

personal stuff -- they were

supposed to set you up here.

(leading the way)

There's this extra room -- I

never use. It gets good light.

No other answer really.

Simon follows.

INT. SIMON'S NEW ROOM - NIGHT

As they enter... the room clean and organized -- a small

but lovely garret.

SIMON

Thank you, Melvin. You overwhelm

me.

MELVIN

They did a nice job... Cozy, huh?

SIMON

I love you.

Melvin looks at him finally -- pretensions fall.

MELVIN

I'll tell you, buddy, I'd be the

luckiest guy alive if that did it

for me.

INT. CAROL'S APARTMENT - NIGHT

As Carol unpacks, she gives gifts to her mother and

Spencer. But clearly something gnaws at her psyche.

INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

Melvin's two digital clocks are two minutes apart... each

around 1:55 a.m... He sits in a chair still fully

dressed... forlorn... Verdell in his lap. A beat then we

hear Simon's whispered voice.

SIMON (O.S.)

Where is my big hairy boy?

Melvin is alarmed. He stops breathing as his gay houseguest

approaches.

SIMON (O.S.)

Verdell, sweeties?

Melvin breathes again. Simon enters the room.

SIMON

Sorry, didn't know you were awake.

I just thought Verdell shouldn't

get too used to sleeping in here

'cause then...

MELVIN

Look, we both want the dog --

and...

The PHONE RINGS... they look at each other. Melvin

doesn't move.

SIMON

Should I get it?

Melvin nods. Simon walks into the next room... several

beats as he finds the phone. We hear him pick it up and:

SIMON (O.S.)

Hello.

ON SIMON

SIMON

(into phone)

Hello. It's me. He took me in.

Did you know? Hold on, I'll get

him for you.

He walks back to Melvin's room.

INT. MELVIN'S ROOM - NIGHT

As he enters.

SIMON

It's Carol.

Melvin is quickly out of his chair -- the dog in one

mitt... he thrusts it at Simon.

MELVIN

Here. Take the dog.

As he speeds him out...

SIMON

Good luck.

INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

As Melvin picks up the phone... He clears his throat

loudly. Following is INTERCUT between Carol and Melvin

-- the first such CUT showing Carol blasted by the throat

clearing.

MELVIN

Hello.

CAROL

Yeah... Well...

MELVIN

(very concerned)

How you doing?

CAROL

I can trust my brain.

MELVIN

That seems like a good choice.

CAROL

I don't know whether I'm being

sensible or hard on you.

MELVIN

The two might go together.

CAROL

See. There's an example. I don't

know whether you're being cute or

crazy now.

MELVIN

(what the hell)

Cute.

CAROL

You don't have to answer

everything I say. Just listen to

me. Okay?

He nods his head, "yes."

CAROL

It's really something that you're

looking after Simon. And what I

said on the street. That was a

bad thing to say. And it made me

sick to my stomach. It was a bad

thing to say. And I'd be lying if

I didn't say that I enjoyed your

company... but the truth is you do

bother me enormously and I know --

think -- that it's best for me to

not have contact with you because

you're just not ready and you're a

pretty old guy to not be ready...

and I'm too old to ignore that.

But there were extraordinary

kindnesses that did take place.

So thanks for the trips...

She's just broken up with him but she's being nicer than

ever. It's hard to know whether to die or not.

MELVIN

Okay to say something now?

CAROL

Go ahead.

MELVIN

I should've danced with you.

CAROL

Okay. Good-bye.

MELVIN

So long.

Carol hangs up. She feels strange. A shoe hasn't dropped.

Oh, hell... she missed him.

INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

Melvin walks in anxious circles in the living room. He

is impatient.

MELVIN

You going to come talk to me or

not?

SIMON

I'm coming.

We enters the room carrying Verdell who strains to be

allowed closer to Melvin. Simon releases him.

SIMON

What did she say?

MELVIN

I'm a great guy --

"extraordinary"...

(before Simon can

celebrate)

... and she doesn't want contact

with me.

(a beat)

I'm dying here.

SIMON

Because...

(gently)

... you love her?

MELVIN

(sharply)

No... and you're supposed to be

sensitive and sharp.

SIMON

Okay... you tell me why --

(mimics him)

"You're dying here."

MELVIN

I don't know... Let me sleep on it

and figure it out.

(then)

Because I'm stuck! Can't go back

to what I had... She's evicted me

from my life.

SIMON

Did you like it that much?

MELVIN

(furiously)

It was better than this... Look,

you, I'm very intelligent. If

you're going to give me advice or

conversation or consolation or

hope, you got to be better than

you're doing. If you can't be at

least momentarily interesting than

shut the hell up. I'm drowning

and you're describing water.

SIMON

(getting pissed)

Picking on me won't help.

MELVIN

Well, if that's true then I'm

really in trouble.

SIMON

But you know where you're lucky?

MELVIN

Absolutely not.

SIMON

You know who you want. I'll take

your seat any day. So do

something... don't sleep on it...

go over there. I don't think

anybody should ever sleep on

anything -- it's not always good

to let things calm down.

MELVIN

Hey... I'm charged here. But she

might kill me for showing up this

late.

SIMON

Then get in your jammies and I'll

read you a story... I think you've

got a chance. The only real enemy

you have is her ability to think

logically -- the best thing you

have going for you is your

willingness to humiliate yourself

if it gives you one chance in

whatever -- so go catch her off-

guard.

MELVIN

Okay. Thanks a lot. Here I go.

He moves for the door... stops suddenly, jolted.

SIMON

What's wrong?

MELVIN

I forgot to lock the door.

EXT. CAROL'S APARTMENT BUILDING (CAROL'S NEIGHBORHOOD) -

NIGHT

As he parks. He exits the car -- now wary... looks at

his watch... hesitates... walks reluctantly into the

apartment house.

INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

As Melvin looks at Carol's doorbell with great

uncertainty.

INT. CAROL'S APARTMENT - NIGHT

Carol in a cotton wrap-around dress/bathrobe... sitting

directly in front of a fan... the windows open, reading

one of Melvin's books...

There is the briefest possible sound of a DOORBELL...

someone has jabbed her downstairs button ever so briefly

-- so briefly that she's not certain it's her DOORBELL --

until the same brief sound REPEATED... She walks to

her wide open window and looks over.

HER POV

The convertible at the curb.

BACK TO SCENE

She hesitates --

INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

As Melvin gives up and starts out... turning as the

sudden blast of being BUZZED into Carol's life sounds.

He bolts for the door and enters.

INT. CAROL'S APARTMENT - NIGHT

She opens the door... she hears the sound of MELVIN

SOUNDING HEAVILY up the stairs... He reaches her side.

CAROL

What do you want, Melvin?

MELVIN

Were you asleep?

CAROL

What do you want?

MELVIN

'Cause if you were asleep -- I'm

sorry. And you could be grouchy.

CAROL

Grouchy?

MELVIN

... 'Cause of being woken up, and

it would make my job impossible.

So then I wouldn't even try.

CAROL

What job?

MELVIN

Were you asleep?

CAROL

What are you doing here?

ANOTHER ANGLE

Beverly in the hallway looking on --

BACK TO SCENE

MELVIN

I'm sorry I woke you -- some other

time.

He half turns to leave.

CAROL

I wasn't asleep!!

MELVIN

What a break...

CAROL

(losing it a bit)

Is it a secret what you're doing

here?

MELVIN

I had to see you...

CAROL

<u>Because</u>...

MELVIN

It relaxes me... I'd feel better

just sitting on the curb in front

of your house than anyplace else

I can think of or imagine.

Carol has not ever heard anything like that before...

it's sort of sexy in its sincerity.

ANOTHER ANGLE

As we see in the b.g. that Beverly, standing near her

door down the hallway, has heard at least this last

part...

Melvin, of course, cannot leave well enough alone...

MELVIN

(serious)

Wait a minute, I'm overstating

here, maybe the inside stairs. I

don't want to sit with my feet in

the gutter. What does that serve?

It only...

But suddenly Carl is shouting to the heavens.

CAROL

Stop it!! Why can't I have a

normal boyfriend??? Why? Get out

of here. Just a regular boyfriend

who doesn't go nuts on me...

BEVERLY

(butting in)

Everybody wants that, dear -- it

doesn't exit...

(as Carol turns

to her)

Sorry... didn't mean to interrupt.

She disappears into her room. Carol snorts a laugh --

gathers herself. A beat.

MELVIN

(hopefully)

Boyfriend?

CAROL

Oh, come on in and try not to ruin

everything by being you.

MELVIN

Maybe we could live without the

wise cracks.

She looks at him -- then:

CAROL

Maybe we could...

Melvin glances at the cracked pattern of Carol's kitchen

linoleum and stalls at the door.

MELVIN

It feels a little confined here.

Let's take a walk.

CAROL

See. It's four in the morning. A

walk sounds a little screwy to me,

if you don't mind.

MELVIN

If you need an excuse, there's a

bakery on the corner. There's a

shot it'll open soon -- that way

we're not screwy -- we're just

two people who like warm rolls.

CAROL

Okay.

EXT. STREET - NEAR BAKERY - NIGHT

They walk quietly -- Melvin still walking with his usual

attention to where he steps.

CAROL'S POV

Melvin walking -- and though we can see an improvement --

it is still decidedly strange as he conspicuously avoids

stepping on the lines.

BACK TO SCENE

Carol sighs. It is the sound of possibilities crashing

down. Melvin looks at her -- embarrassed, self-conscious

-- his habits making him appear unworthy.

CAROL

(gently; almost

lovingly)

I'm sorry, Melvin -- but whatever

this is -- is not going to work.

ON MELVIN

He takes this hard. It forces him to half-whisper

something he hasn't at all said to himself... given his

history... this is an extraordinary intimacy.

MELVIN

I'm feeling... I've been feeling

better.

CAROL

Melvin, even though it may seem

that way now -- you don't know me

all that well...

(as he scoffs)

I'm not the answer for you.

She starts to turn. He tugs at her arm. As she turns

back to him.

MELVIN

Hey, I've got a great compliment

for you.

CAROL

You know what? I...

MELVIN

Just let me talk.

(gathers himself

with uncertainty,

then:)

I'm the only one on the face of

the earth who realizes that you're

the greatest woman on earth. I'm

the only one who appreciates how

amazing you are in every single

thing you do -- in every single

thought you have... in how you

are with Spencer -- Spence...

(he has reached

her)

... in how you say what you mean

and how you almost always mean

something that's all about being

straight and good...

ON CAROL

She stands on the precipice of being transported away

from the logic which has been her lifeline.

MELVIN

I think most people miss that

about you and I watch wondering

how they can watch you bring them

food and clear their dishes and

never get that they have just met

the greatest woman alive... And

the fact that I get it makes me

feel great... about me!

(a real question

filled with

concern for her)

You got a real good reason to walk

out on that?

That last question clearly a true question, not the least

rhetorical -- she considers her answer, then:

CAROL

No! It's certainly not. No -- I

don't think so. No.

MELVIN

(tentatively)

I'm gonna grab you.

(with conviction)

I didn't mean it to be a question.

I'm gonna grab you.

He kisses her. An awkward bomb of a kiss. They separate.

A tense beat. Then:

MELVIN

I know I can do better.

They embrace again. He does indeed do much better. A

first-class smooch. CAMERA MOVES DOWN to see his foot

land squarely on a crack in the sidewalk without his

knowledge. They break -- look at each other without a

notion of where to take it from here, and the ALMOST in

unison begin to walk away FROM CAMERA, Melvin following a

path that avoids cracks. Suddenly the lights of the

bakery turn on as it opens for business.

CAROL

Warm rolls...

They walk to the bakery, Melvin avoiding the cracks. As

they enter the bakery, a WORKER moves toward them to

clean the entranceway. Melvin, forced to step back onto

a crack, this time notices -- registers the momentous

fact and joins Carol inside as we:

FADE OUT




THE END

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