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AS GOOD AS IT GETS

Updating Time:2007-1-14 1:21:12

AS GOOD AS IT GETS

 

by

Mard Andrus

And

James J. Brooks

Story by

Mark Andrus



	FADE IN:



	INT. APARTMENT BUILDING (NEW YORK), HALLWAY - NIGHT



	ANGLE ON apartment doorway. As it opens and an 

	enormously SWEET-FACED, ELDER WOMAN steps out, bungled up 

	against the cold -- turning back to call inside to the 

	unseen love of her long life.

			      

			         SWEET-FACED WOMAN

		    I'm just going to get some 

		    flowers, dear. I'll be back in 

		    twenty minutes. It's tulip season 

		    today. I'm so happy.



	And now she turns and faces the hallway... her sweetness 

	dissolves in a flash... replaced by repulsion and that 

	quickly she has reversed herself and re-entered her 

	apartment... closing the door as we consider her vacated.



	POV - MELVIN UDALL



	in the hallway... Well past 50... unliked, unloved, 

	unsettling. A huge pain in the ass to everyone he's ever 

	met. Right now all his considerable talent and strength 

	is totally focused on seducing a tiny dog into the 

	elevator door he holds open.



			         MELVIN

		    Come here, sweetheart... come on.



	ON DOG



	Sniffing at a particular spot on the hall carpeting. 

	Melvin lets the elevator door close and advances on the 

	mutt who has ignores him.



			         MELVIN

		    Wanna go for a ride? Okay, 

		    sweetie?



	The dog lifts his leg at the precise moment Melvin lunges 

	and picks him up with a decisive heft -- so that dog 

	urine squirts the hall wall for a second or two. The DOG 

	sensing a kindred spirit starts to GROWL and BARK.



			         MELVIN

			    (a malevolent tone)

		    You've pissed your last floor, you 

		    dog-eared monkey.



	The dog takes a snap at Melvin, but the man is much 

	meaner and quicker than the dog -- he holds his snout 

	shut with his hand and reaches for the door of the 

	garbage chute.

				

			         MELVIN

		    I'll bet you wish you were some 

		    sort of real dog now, huh? Don't 

		    worry...  this is New York. If you 

		    can make it here, you can make it 

		    anywhere, you know? You ugly, 

		    smelly fuck.



	And with that, he stuffs him in the garbage chute and 

	lets go. We hear a FADING SERIES of PLEADING "ANOOOOS" 

	from the DOG fade to nothingness... as another apartment 

	door opens emitting the loud sounds of a PARTY and SIMON 

	NYE, early 30s. Simon has been born and raised with 

	Gothic horror and it's strange that what that stew of 

	trauma has produced is a gifted, decent man.



	INT. APARTMENT BUILDING (NEW YORK), HALLWAY - NIGHT



	Frantic... he bolts into the hall... Melvin is just about 

	to enter his apartment.



			         SIMON

		    Verdell!?!! Here, good doggie... 



	He notices Melvin at the far end of the hall.

			

			         SIMON

		    Mr. Udall... excuse me. Hey 

		    there!

			    (as Melvin turns)

		    Have you seen Verdell?



			         MELVIN

		    What's he look like?



	Melvin starts to walk back to his apartment door which is 

	directly opposite Simon's.



			         SIMON

		    My dog... you know... I mean my 

		    little dog with the adorable 

		    face... Don't you know what my dog 

		    looks like?



			         MELVIN

		    I got it. You're talking about 

		    your dog. I thought that was the 

		    name of the colored man I've been 

		    seeing in the hall.



	Simon looks O.S. -- and sees his black friend.



			         SIMON

		    Which color was that?



			         MELVIN

		    Like thick molasses, with one of 

		    those wide noses perfect for 

		    smelling trouble and prison 

		    food... 



	Simon has had it.



			         SIMON

		    Frank Sachs -- Melvin Udall.



			         MELVIN

			    (not missing a beat)

		    How're you doing?



				  SIMON

		    Franks shows my work, Mr. Udall. I 

		    think you know that.



				  FRANK

			    (overlapping)

		    Simon, you've got to get dressed.



				  MELVIN

			    (to Simon)

		    What I know is that as long as you 

		    keep your work zipped up around 

		    me, I don't give a fuck what or 

		    where you shove your show. Are we 

		    being neighbors for now?



				  SIMON

			    (to Frank)

		    Do you still think I was 

		    exaggerating?



	FRANK can only smile.



				  FRANK

		    Definitely a package you don't 

		    want to open or touch.



				  MELVIN

		    Hope you find him. I love that 

		    dog.



	Simon, terminally non-confrontational, still finds 

	himself compelled to turn back toward Melvin.



				  SIMON

			    (directly)

		    You don't love anything, Mr. 

		    Udall.



	Simon closes his door leaving Melvin alone in the 

	hallway.



				  MELVIN

		    I love throwing your dog down the 

		    garbage chute.



	INT. MELVIN'S APARTMENT, BATHROOM - NIGHT



	Melvin locks and unlocks and locks his door, counting to 

	five with each lock. He turns the lights quickly on and 

	off and on five times and makes a straight-line towards 

	his bathroom where he turns on the hot water and opens 

	the medicine chest.



	INT. MEDICINE CHEST



	Scores of neatly stacked Neutrogena soaps. He unwraps 

	one -- begins to wash -- discards it -- goes through the 

	process two more times.



	INT. SIMON'S APARTMENT, ENTRANCE HALL - NIGHT



	A group of PARTY GOERS enters -- followed by a HANDYMAN 

	holding Verdell who looks and finds:



	SIMON



	who looks up -- lights up -- and tears up as he moves 

	quickly toward the group and his dog.



				  SIMON

		    Thank the good Lord... wow... my 

		    honey... where have you been?



				  PARTY GOER

			    (thinking the greeting's 

			     for him)

		    He always liked me.



	As Simon goes past him to take the dog from the 

	Handyman... JACKIE, Frank's junior partner, barking a 

	laugh at the Party Goer -- VERDELL BARKING some love. As 

	the others greet Simon, Jackie directs the group inside. 

	Jackie lingers, looking on affectionately as Simon picks 

	some awful, sticky gunk from the dog's body... he puts 

	Verdell down to reach for his wallet -- the tiny DOG YAPS 

	in protest.



				  SIMON

		    Just for a second, okay?



	The DOG YAPS "no." Simon, delighted, picks him up again.



				  SIMON

			    (kissing him on the mouth)

		    Look at him...  where was little 

		    baby?



				  HANDYMAN

			    (smiling)

		    In the basement garbage bin eating 

		    diaper shit.



	Simon reacts -- then notices the Handyman, tongue in 

	cheek, trying to suppress his amusement.



				  SIMON

		    Go ahead, John, you earned your fun.

			    (looking at Verdell)

		    How did he get down in the 

		    basement? I mean even if he got 

		    on the elevator how... ?



				  HANDYMAN

		    Maybe some nice neighbor shoved 

		    him down the garbage chute.



				  SIMON

		    My God! No!



	He stares out... Frank frustrated following.



	INT. MELVIN'S APARTMENT - OFFICE - NIGHT



	Quiet -- safe -- just Melvin's voice reading aloud as he 

	writes.



				  MELVIN

		    'Somewhat in the dark, she had 

		    confessed and he had forgiven. 

		    This is what you live for, he 

		    said. Two heads on a pillow where 

		    there is only the safety of being 

		    with each other. How, she 

		    wondered, could she find such hope 

		    in the most shameful part of her.'



	He barely reacts as we hear a LOUD KNOCKING at he reads.



				  SIMON (O.S.)

		    Mr. Udall.



	But Melvin's into it. His fingers flying as he reads.



				  MELVIN

		    'At last she was able to define 

		    love. Love was... '



	More KNOCKING.



				  SIMON (O.S.)

		    Mr. Udall, I'd like to talk to you 

		    please.



				  MELVIN

		    'Love was... '



	He almost has the rest of the sentence -- the meaning of 

	love -- but the knocking throws him.



				  MELVIN

		    ... Son-of-a-bitch-pansy-assed-

		    stool-pusher.



	He burst from his chair.



	INT. APARTMENT BUILDING (NEW YORK) - HALLWAY - NIGHT



	As Simon hears MELVIN through the door and takes a step 

	back. Melvin throws open the door. He looks demonic.



				  MELVIN

			    (loud and angry)

		    Yeeeess!!!



				  SIMON

		    Maybe this can wait.



	Frank signals encouragement as Melvin opens the door.



				  SIMON

		    I found Verdell, Mr. Udall.



				  MELVIN

		    Well, that's a load off.



	Melvin walks back into the apartment and is about to 

	close the door when Simon has another burst of bravery.



				  SIMON

		    Did you... do something to him?



				  MELVIN

		    Do you realize that I work at 

		    him?



				  SIMON

			    (eyes downcast)

		    No, I didn't.



				  MELVIN

		    Do you like to be interrupt when 

		    you are danging around in your 

		    little garden?



				  SIMON

		    No...  actually, I even shut the 

		    phone off and put a little piece 

		    of cardboard in the ringer so no 

		    one can just buzz me from d... 



				  MELVIN

		    Well, I work all the time. So 

		    never, never again interrupt me. 

		    Okay? I mean, never. Not 30 

		    years from now... not if there's 

		    fire. Not even if you hear a thud 

		    from inside my home and a week 

		    later there's a smell from in 

		    there that can only come from a 

		    decaying body and you have to hold 

		    a hanky against your face because 

		    the stench is so thick you think 

		    you're going to faint even then 

		    don't come knocking or, if it's 

		    election night and you're excited 

		    and want to celebrate because some 

		    fudge-packer you dated has been 

		    elected the first queer President 

		    of the United States... and he's 

		    going to put you up in Camp David 

		    and you just want to share the 

		    moment with someone...  don't knock

		    ...  not on this door. Not for 

		    anything. Got me. Sweetheart?



				  SIMON

		    Yes. It's not a subtle point 

		    you're making.



				  MELVIN

		    Okay, then.



	Melvin enters his apartment and slams the door shut.



				  SIMON

		    So the theory of confrontations is 

		    that now he'll think twice before 

		    messing with me?



	Frank smiles affectionately. Simon turns serious.



				  SIMON

		    He's genuinely upsetting, isn't 

		    he?



				  FRANK

		    Won't worry about it. You go 

		    ahead.



	Frank waits till Simon EXITS SCENE and then knocks loudly 

	on Melvin's door. There is a sharp change in his demeanor.



				  MELVIN (O.S.)

		    Oh, I'm pissed!! Now I am really 

		    pissed!!!



	Frank waits patiently as Melvin jerks his door back open. 

	Frank immediately grabs Melvin by his shirt and jerks him 

	forward...  Melvin is scared. Operating on survival mode.



				  MELVIN

		    No touch. No touch. No touch.



				  FRANK

		    You may think you can intimidate 

		    the whole world with your 

		    attitude, but I grew up in Hell. 

		    My grandmother had more attitude. 

		    You don't intimidate me.



				  MELVIN

			    (calling)

		    Police! Police! Fucking crooked 

		    police...  doughnut-munching morons 

		    help me!

			    (to Frank)

		    Assault and battery and you're 

		    black.



				  FRANK

		    Shhhh now. I like Simon. I like 

		    him enough to batter you 

		    unrecognizable if you verbally 

		    abuse him or so much as touch his 

		    dog again. Meanwhile, I'll try 

		    and think how you can make this up 

		    to him.

			    (suddenly loud)

		    I hate doing this. I'm an art 

		    dealer.

			    (beat)

		    Have a nice day. Party!



	He tosses Melvin back and walks out. Melvin straightens 

	his shirt as he steps out into the hall. Frank smiles as 

	he re-enters the other apartment. Melvin appears 

	impressed.



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



	A crowded and dirty street and here comes Melvin. His 

	walk is brisk -- an animal wanting to pass through the 

	danger without giving off the scent of its mounting fear. 

	At times he places his palms together and extends his 

	arms cutting a path through people. We will be very 

	pointed in the fact that he avoids stepping on cracks.



	CLOSER ON MELVIN



	His eyes focused on the terrain.



	INT. CAROL'S RESTAURANT - DAY



	ANGLE ON WAITRESS



	CAROL CONNELLY talks with another MOTHER -- a customer. 

	You would not guess it, but her working hours tend to be 

	the most carefree time of the day. She is telling a 

	story about her son for the umpteenth time.



				  CAROL

			    (to the Mother's 

			     little girl)

		    Look at you, you're all better.



				  MOTHER

		    It's that new medication.



				  CAROL

		    You know all my son's stuff, 

		    right?



	The Mother nods too sympathetically that she does, but 

	Carol interrupts her.



				  CAROL

		    No, no, no, I got a date tonight. 

		    I'm walking out the door this 

		    morning and he says to me, 'Mom, 

		    I promise not to get one of my 

		    fevers or coughs during your 

		    date.'



				  MOTHER

		    Isn't that sweet.



				  CAROL

		    Little blonde angle.

			    (to child, 

			     affectionately)

		    Eat everything.



	Melvin enters and moves past several empty tables to a 

	table towards the back and is obviously surprised to find 

	a MAN and WOMAN sitting at the table.



				  WOMAN

		    It just came out of me. I said 

		    you love me the way a remote 

		    control loves a TV. As long as I 

		    switch every time... 



				  HER MALE COMPANION

		    Wonderful.



				  MELVIN

		    People who talk in metaphors can 

		    shampoo my crotch.

			    (on their look)

		    Eat up.



	They turn away -- Melvin walks a few paces to the 

	waitress station where two waitresses, LISA and CAROL, 

	are talking.



				  LISA

		    Pay me back next week.



				  CAROL

		    I owe you. I told you today... 

		    them's the rules. Oh, excuse me, 

		    Melvin.



	She puts two hands lightly on his waist to move him out 

	of the way. He gulps at the contact (since no one else 

	ever touches him) but covers his self-consciousness.



				  MELVIN

		    I'm starving.



				  CAROL

			    (firmly to Lisa)

		    Will you please take it?



	Melvin intentionally moves a step in her path, with 

	stealth, so that she must touch him again to get him out 

	of the way... 



				  LISA

		    This way you take a cab home so 

		    you have time to get ready for the 

		    date.



				  CAROL

		    "Ready" is not my problem.



	She barks a mirthless though hearty laugh. If we could 

	read Melvin which we can't, we'd see him unsettled by the 

	date talk. To Carol he is as harmless as furniture.



				  CAROL

			    (to Melvin)

		    Go sit down. You know you're not 

		    allowed back here...  Spencer's 

		    more excited about it than I am... 

		    He says, "Mom, I promise not to 

		    get a fever or couch during your date."



	The other WAITRESSES and the SHORT ORDER COOK all go 

	"awww."



				  CAROL

		    I know. He's just the best.



				  MELVIN

		    I've got Jews at my table.



				  CAROL

		    It's not your table. It's the 

		    place's table. Behave. This 

		    once, you can sit at someone 

		    else's station.



	The two waitresses signal their protests.



				  CAROL

		    Or you can just wait your turn... 



	Melvin walks back into the restaurant proper...  he hangs 

	near their table...  his discomfort builds in this limbo... 

	then:



				  MELVIN

		    How much more you got to eat? 

		    Your appetite isn't as big as 

		    your noses, is it?



				  WOMAN

		    What?!!



				  MAN

			    (to Woman)

		    Let's go --



	The Woman starts to protest.



				  MAN

		    Let's leave. We're going.



	Melvin sits down at the table -- and takes from his 

	pocket a plastic eating utensil set wrapped and sealed. 

	As he opens his utensils.



				  CAROL

		    Bryan says he doesn't care how 

		    long you've been coming you ever 

		    act like this again you're barred 

		    for life. I'm gonna miss the 

		    excitement, but I'll handle it.



	There is in Carol's attitude toward Melvin some 

	ingredient of self-satisfaction -- that she is the only 

	one in the place who can handle him. She starts to clear 

	the table.



				  MELVIN

		    The table's fine if it had some 

		    cholesterol on it. Two sausages, 

		    six bacon strips, fries, three 

		    eggs over easy and coffee.



				  CAROL

		    You're gonna die soon with that 

		    diet, you know that?



				  MELVIN

		    We're all gonna die soon. I will. 

		    You will. It sure sounds like 

		    your son will.



	ON CAROL



	Stunned. Some crazy street-freak has slipped under her 

	perfect guard and momentarily devastated her. Melvin 

	senses that he's gone way too far. He wipes his knife.



				  CAROL

		    If you ever mention my son again, 

		    you will never be able to eat here 

		    again. Do you understand? Give me 

		    some sign you understand or leave 

		    now. Do you understand me... 

			    (adds truthful label)

		    you crazy freak? Do you?!?



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

	down.



				  CAROL

		    Okay. I'll get your order.



	She walks away. Melvin watches her, biting his lower 

	lip. He takes some napkins and cleans the table himself.



	INT. CAROL'S APARTMENT - NIGHT



	She is underneath a YOUNGER, cuter MAN on the living room 

	sofa. He is expertly into foreplay. She begins to make 

	noises as she responds...  each time startling herself 

	with her own noise and trying to reign it in.



	She's two women here -- one speeding the pleasure highway 

	-- the other -- functional mom so blown away by the 

	emergence of this sexy self that she laughs. The Young 

	Man stops and looks at her.



				  YOUNG MAN

		    What?



				  CAROL

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

		    me.



	His eyes try to burn into hers... She is getting excited 

	but doesn't know how to play it...  He pushes one of the 

	fingers of the hand caressing her face toward her 

	mouth...  She closes her teeth, his fingers attempt 

	opening her mouth. She stops him.



				  CAROL

		    Let me just do whatever I do by 

		    myself...  I'll catch up to you 

		    someplace I promise.

			    (as he's put off)

		    Oh, no...  don't look like that. 

		    No. I'm sorry if I'm a goof.



	And so with earnestness and caring, she has transformed 

	the sex into something more intimate -- and, talk about 

	egg in your beer, hotter. Things are getting wild when 

	we hear from the distance a child, SPENCER, CALLING and 

	COUGHING.



				  CAROL

		    Kissing...  kissing boys. Oh my.



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



				  SPENCER (O.S.)

			    (softly)

		    Grandma, grandma... 



				  YOUNG MAN

		    Maybe you better check.



				  CAROL

		    Like what did you think I was 

		    going to do?



	INT. HALLWAY/BEVERLY'S ROOM - NIGHT



	Pulling herself together she goes off down the hallway... 

	she ducks her head into the first bedroom where her 

	mother, BEVERLY, is listening to music on headphones... 

	she takes them off when she sees Carol, then hears the 

	cough.



				  BEVERLY

		    I'm sorry. I was hearing just 

		    everything you were doing so I put 

		    these on to give you privacy.



	Carol now goes into her son's room.



	INT. SPENCER'S ROOM - NIGHT



	The room is a monument to horrible, sleepless nights... 

	two drugstore de-humidifying filters, a nebulizer 

	(breathing contraption) a waste basket...  a night stand 

	filled with medicine, a blood pressure kit...  along with 

	some stacks of seven-year-old toys and a small TV wedged 

	into the tiny space.



				  SPENCER

		    I'm sorry.



				  CAROL

		    Don't be silly. How bad?



				  SPENCER

		    Not bad.



	Carol feels his head...  that's okay. Then he coughs -- 

	trying to suppress it...  then a bigger cough...  they each 

	know what that signals...  She brings up a waste basket as 

	he throws up...  she comforts him. He apologizes. She 

	loves him.



	INT. LIVING ROOM - NIGHT



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



				  CAROL

			    (a bit panicked)

		    You can't smoke...  He can't take 

		    smoke.



	He palms the cigarette -- resumes making out -- his hand 

	squeezes her breast -- then he stops and looks at his 

	hand. She looks down and sees a bit of throw-up he 

	picked up while feeling her and then notices him looking 

	at her with extreme distaste...  She barks a laugh to 

	cover her embarrassment but speaks the truth.



				  CAROL

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

		    anymore.



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

	light.



				  CAROL

		    That'll teach you.



				  YOUNG MAN

		    Don't apologize.



				  CAROL

			    (perturbed)

		    That wasn't an apology.



	She notices his demeanor -- how he avoids looking at her -- 

	how uncomfortable he is.



				  CAROL

		    Hey...  this is just a little throw-

		    up -- it's nothing to be so 

		    embarrassed about. Really.

			    (as he shifts 

			     uncomfortably)

		    Thanks for the dinner. Let me 

		    write down which trains you take 

		    to get back.



				  YOUNG MAN

		    No way.



	She brightens.



				  YOUNG MAN

		    I'll take a cab.



	She deflates as he moves past her.



				  YOUNG MAN

		    Too much reality for a Friday 

		    night.



	EXT. HOLLAND TUNNEL - NIGHT



	A cold night in hell. Three young men bullshit near the 

	approach to the tunnel. Their names are VINCENT, EVAN 

	and DOUG, who is the oldest at 28. Vincent is dopey and 

	the most likeable of the gritty little trio.



				  EVAN

		    Why is every customer surprised I 

		    read books?



				  DOUG

			    (amazed)

		    You read books?



				  EVAN

		    Oh, wow! I know this guy! Look! 

		    He even bought me dinner.



	They all focus on a black BMW as it slows and stops in 

	front of them. CARL checks them out carefully through 

	the front window. He is talking on the speaker phone.



				  CARL

			    (slightly exasperated)

		    Look, I just can't. I promised 

		    Simon I'd find him a model.



				  FRIEND (V.O.)

			    (on speaker phone,

			     flirting)

		    Carl, take me off the speaker. 

		    Did I tell you that these are 

		    house seats? C'mon, you could use 

		    a break. Hello...  Carl, are you 

		    there...  hello?



	Seeing the hustlers:



				  CARL

.		    ...  I just found a model.



				  DOUG

			    (to Carl)

		    Hey, how it's goin'... 



				  EVAN

		    Hey, hi...  remember?



				  CARL

		    I only need one.



				  EVAN

		    You picked me up, maybe a few 

		    weeks, I don't know, some time 

		    ago. You were very flattering 

		    about our...  encounter.



				  CARL

		    Maybe just you and me...  but this 

		    is for a painting. I need a 

		    pretty face.



	Carl beckons to Vincent who joins him, trying to conceal 

	his pride at winning this lowest end of beauty contest.



	INT. SIMON'S APARTMENT - DAY



	There is a KNOCK at the door -- Simon crosses to answer. 

	He is more relaxed than we've seen him -- a man at peace 

	humming to his favorite music, talking to his dog who 

	scratches at the door. Simon opens the door to Vincent.



				  SIMON

		    Sorry, I was out in the studio 

		    doing some work and I forgot about 

		    our appointment.



	He leads the way back toward the studio -- chatting away 

	-- unaware that Vincent is disrobing as he follows him 

	and eyeing the expensive apartment.



				  SIMON

		    I usually make such a big deal out 

		    of picking models but Carl's so 

		    thorough. I'll bet he drove you 

		    nuts checking your references.



	And he turns and sees the naked model.



				  SIMON

			    (taken aback)

		    This isn't a nude.



	Vincent moves back to retrieve his clothes.



				  VINCENT

		    Just kidding around.

			    (then mutters)

		    So much for love.



	INT. SIMON'S APARTMENT - STUDIO (MINUTES LATER)



	Vincent is striking blatantly sexual poses to the 

	increasingly uneasy Simon.



				  SIMON

		    Exactly what is your previous 

		    experience?



				  VINCENT

		    How about that pose?

			    (sing-song)

		    This is not fun... 

			    (then)

		    Give me some direction.



	Vincent has instinctively put Simon on the defensive. He 

	tries not to show it.



				  SIMON

		    Nothing. I just watch till 

		    something strikes me. Do anything 

		    you think of -- try different 

		    thing. Until I say, "hold that 

		    pose." Then just try and 

		    comfortably hold it.



				  VINCENT

			    (trying another space)

		    The fact that you haven't said, 

		    "hold it" means I haven't done it 

		    right...  is that correct? I 

		    haven't done it right?



				  SIMON

		    No...  Okay. What I do is watch 

		    and wait for, um... You ever watch 

		    someone who doesn't know you're 

		    watching...  an old woman on a bus, 

		    kids going to school and you see 

		    this flash come over them and you 

		    know immediately that it has 

		    nothing to do with anything 

		    external -- that it's in respond 

		    to a private thought they just 

		    had? They are just sort of realer 

		    and more alive. And when you 

		    notice it so are you. If you look 

		    at someone long enough, you 

		    discover their humanity.



	Vincent's slack-jawed expression changes. He feels an 

	intellectual tingle to be having this conversation.



				  VINCENT

		    I know exactly what you mean.



	There's a joy in him at this moment -- a bit of purity.



				  SIMON

		    Hold it.



	Vincent does so -- hums a bit of "Satisfaction" to 

	celebrate.



	INT. RESTAURANT - DAY



	Carol and LESLIE, another waitress, are waiting for their 

	order at the cappuccino bar. Leslie is telling the story 

	of the traumatic audition which may have turned her life. 

	Carol is rapt.



	As they pass Melvin she does not break stride, nor give 

	him notice. Though she is aware of him -- resentfully so 

	-- hard not to be since he is giving a moment to moment 

	commentary on her every action.



				  MELVIN

		    Clippity clop -- clippity clop -- 

		    she has to pretend she doesn't 

		    hear me. Listening to the story 

		    from the upset friend...  now she 

		    drops off the cappuccino and 

		    smiles at the putzette who doesn't 

		    even say, "Thank you." No, the 

		    putzette wanted the whipped cream 

		    so back she goes and now she has 

		    to pass him again and it's getting 

		    tougher to make believe.



				  CAROL

			    (reluctant forgiveness)

		    Okay.



	Melvin stops -- she passes behind him to deliver an 

	uncharacteristic rabbit punch.



				  CAROL

		    What's with the plastic picnic 

		    ware? Why not try ours...  afraid 

		    it isn't clean?



				  MELVIN

		    I see the help -- judgement call.



				  CAROL

		    Just give yourself a little pep 

		    talk. "Must try other people's 

		    clean silverware as part of the 

		    fun of dining out."



				  MELVIN

		    What's wrong with your son, 

		    anyway?



				  CAROL

		    What do you care?



	Melvin just looks at her.



				  CAROL

		    He's gotta fight to breathe. 

		    His asthma can just shoot off the 

		    charts -- he's allergic to dust 

		    and this is New York and his 

		    immune system bails on him when 

		    there's trouble so an ear 

		    infection...  Is this bothering 

		    you?



				  MELVIN

			    (caught)

		    No.



				  CAROL

		    An ear infection can send us to 

		    the emergency room -- maybe five, 

		    six times a month where I get 

		    whatever nine-year-old they just 

		    made a doctor. Nice chatting with 

		    you.



				  MELVIN

		    His name?



				  CAROL

		    Spencer.



				  MELVIN

		    Okay.



				  CAROL

			    (quietly)

		    Spence.



	She exits.



	INT. SIMON'S APARTMENT - STUDIO - DAY (SEVERAL WEEKS LATER)



	The greenhouse studio is a busy sanctuary, as Simon puts 

	the finishing touches on his painting of Vincent. A beat 

	and then a strange figure crosses between the CAMERA and 

	the scene -- gone before we can examine him further.



				  SIMON

		    You can put on anything you want 

		    now. I might be sort of done 

		    here... 



	Vincent quickly and expertly picks a CD to meet his 

	immediate needs and puts it on -- dying a little at every 

	second of silence during the transition... then LOUD 

	MUSIC PLAYS...  Vincent even GOOSING the VOLUME. Simon 

	does a take -- he gestures Vincent to take it down -- 

	which Vincent does.



	ANGLE - APARTMENT



	where it is not clear that a robbery is in progress -- 

	Vincent's two friends from the street sweeping all 

	objects into large sacks -- one of them, Doug, pauses 

	to look past the terrace to the studio.



				  DOUG

		   Lucky Vinnie -- he's a painting.



	INT. SIMON'S APARTMENT, STUDIO - DAY



	MUSIC PLAYS -- Simon cleaning up his stuff.



				  VINCENT

		    So you're practically finished, 

		    huh?



				  SIMON

		    Yes...  well, there's one more 

		    stage -- trying to figure out if 

		    it's any good.



	Simon sneaks a look at the canvas from another 

	perspective...  he focuses -- then the smallest shy nod 

	of self-approval -- he's finished. Vincent is desperate 

	to distract.



	CLOSE ON dog as Verdell awakens, stretches and pricks his 

	ears. He moves quickly to the closed door and starts to 

	frantically scratch, attracting Simon's attention.



	As Simon keeps walking...  Vincent shoots over to the 

	canvas.



				  VINCENT

		    Wait -- I want to see the 

		    painting.



				  SIMON

		    Just a second -- he has to go.



				  VINCENT

		    Please!! NO!!!



	Simon opens the door and Verdell shoots out like a 

	bullet. Vincent pauses before the painting and is thrown 

	to see his humanity captured -- to be "immortalized." 



	INT. SIMON'S APARTMENT - LIVING ROOM - DAY



	Doug and Evan are nearly to the front door as VERDELL 

	stops them with a vicious GROWL and BARK.



	Simon is distracted -- looking down at his pet so that he 

	continues to walk toward Doug and Evan, not noticing 

	them -- Vincent, terribly afraid, appears behind Simon.



				  SIMON

			    (to Vincent)

		    What's the matter, sweetheart?



	He instantly stops. Shocked. Frozen. His eyes on the 

	stranger, Doug, looking at him. Now Vincent comes in. 

	Doug greets him.



				  DOUG

		    Yo.



	Simon turns to Vincent.



				  SIMON

		    Why are you doing this?



				  VINCENT

		    No. No. No. Hey, that painting 

		    in there...  I just want to tell 

		    you... 



	Now Evan appears holding a brass hat rack.



				  EVAN

			    (to Vincent)

		    What are you doing? Cruising him?



	And he uses the hat rack first as a spear, then as a 

	club, as the brief savage attack begins.



	ON VERDELL



	as he starts to go toward Simon and then scurries back in 

	fear. The three attackers leave. Now silence. A single 

	BARK from VERDELL.



	INT. APARTMENT BUILDING (NEW YORK) - HALLWAY - DUSK



	A mass of OFFICIAL PEOPLE clutter the hall as a gurney is 

	whisked down to the elevator. It's impossible to tell if 

	Simon is awake or dead. Melvin is standing against the 

	wall near his door a cop, RAY, interviewing him.



				  RAY

		    Okay. So you call 911 and don't 

		    leave your name -- even a dumb 

		    geezer should know that emergency 

		    automatically pulls up your name. 

		    How come you make a mistake like 

		    that?



				  MELVIN

		    How come you're pretending to do 

		    cop work -- 'cause I don't think 

		    you could find your ass if you 

		    were spotted the hole.



				  RAY

			    (stunned)

		    What?



				  MELVIN

		    Just move on. No one here killed 

		    him.



				  RAY

		    Oh, is he dead?



				  MELVIN

		    Ask him.



				  RAY

		    We will if we can and if we can't, 

		    we'll come back and ask you again 

		    and again.



	INT. APARTMENT BUILDING (NEW YORK) - HALLWAY - 

	ANOTHER ANGLE - NIGHT



	Frank standing upset, anxious, holding a dog bowl, a 

	leash and VERDELL, who is more upset making pathetic 

	little CRYING SOUNDS.



	As we FOCUS BRIEFLY ON Verdell...  Frank is talking to the 

	Sweet-Faced Woman.



				  SWEET-FACED WOMAN

		    I've been praying for him since I 

		    heard.



				  FRANK

		    So I've got to get to the 

		    hospital. If you could take the 

		    dog just for tonight.



				  SWEET-FACED WOMAN

		    Oh, Lord -- I've got all these 

		    antique knick-knacks...  Or else 

		    I'd be glad... 



				  FRANK

		    Maybe if you kept locked in 

		    the bathroom. No? Okay. Thanks.

			    (as he turns away and she 

			     closes the door he adds)

		    Old bitch...  Damn dog.



	A short laugh makes us realize that Melvin has witnessed 

	and enjoyed Frank's hostile mutterings... 



	VERDELL starts WHIMPERING as a pissed Frank approaches 

	his mugger:



				  FRANK

		    You're taking him...  yes...  you're 

		    taking him -- this will clear the 

		    books. One night. You want to 

		    say "no" to me? Try...  because 

		    I've never felt as nuts as I do 

		    right this second. I almost want 

		    you to try saying "no."



				  MELVIN

			    (quietly)

		    I'm not saying nothing to you.



				  FRANK

		    Thanks for looking after him.



	Frank pushes open the door to Melvin's apartment and 

	places Verdell inside.



	INT. MELVIN'S APARTMENT - NIGHT



	MUSIC IN: as Frank pulls the door partially closed to 

	block Verdell's escape.



	The music represents Verdell's state of mind -- trapped 

	in the apartment of the man who tried to kill him. We 

	STAY with the dog during the O.S. dialogue: As his head 

	turns in panic we see his various POVs as the dialogue 

	continues O.S.



				  MELVIN (O.S.)

		    Hey, where are you going? You 

		    can't do this.

			    (calls after Frank)

		    I can't take a dog.

			    (a confession)

		    Nobody's ever been in here before.



				  FRANK (O.S.)

			    (threatening)

		You don't want to mess with me 

		today. I'll figure something else 

		out tomorrow.



	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT



	Melvin enters -- the dog cowers in the shadows. Now 

	Melvin sees him.



				  MELVIN

		    You're dead!!



	VERDELL STOPS -- gives Melvin wide berth -- slinking 

	along the far wall. Melvin finds Verdell's fear of him a 

	bit calming.



				  MELVIN

		    I don't have dog food. And I 

		    won't want dog food here. You'll 

		    eat what we have. You'll eat what 

		    we eat.



	Melvin exits. Verdell is in a major funk.



	INT. MELVIN'S APARTMENT - KITCHEN - NIGHT



	Melvin breaks two eggs over a large pile of prime chopped 

	meat, sticks raw pieces of bacon into it and exits the 

	room.



				  MELVIN

		    Don't you touch anything.



	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT



	Verdell cringing as his new master approaches -- MUSIC 

	CONTINUES ominously. Melvin sets the bowl down and 

	exits...  Verdell breathes excitedly though looking 

	alternately in all directions... his recent past making 

	him suspect this feast is a trick. He sniffs 

	cautiously -- then dives in -- GOTHIC MUSIC CHANGING on a 

	dime TO SCORE his RAPTURE... from O.S. we hear the sound 

	of RUNNING WATER as steam escapes the bathroom -- then 

	MUSIC OUT -- as Melvin returns...  ignoring Verdell he 

	sits at the piano and his one key repeatedly. It's odd. 

	Verdell shifts his body so he is eating from the bowl 

	with his tail to Melvin. Then Melvin begins to play and 

	sing Monty Python's "Always Look On The Bright Side Of 

	Life," with its cheerful whistle refrain. Verdell looks 

	over with surprise and pleasure. But just as mood lifts 

	and warmth threatens, Melvin stops abruptly, turns out 

	the lights and exits.



	INT. HOSPITAL CORRIDOR - DAY



	Frank on the phone.



				  FRANK

			    (into phone)

		    Put the solid red dots on three of 

		    them and the hold blue dots on two 

		    others...  Well, we're not going to 

		    sell anything if they know we're 

		    two weeks into a show and have no 

		    sales. No, you can't reduce a 

		    price at this stage...  We're in 

		    free fall here. Any calls?



				  JACKIE

		    We can see him.



				  FRANK

		    I'll meet you in there.



	INT. HOSPITAL ROOM - DAY



	As Jackie enters.



				  JACKIE

		    How you doing, great one?



				  SIMON

		    I haven't looked at myself yet. I 

		    figured I could tell from your 

		    reaction.



	He turns toward her. Much of his body -- taped -- his 

	painting hand wrapped. Simon's face is something of a 

	horror. Swollen, one savage discolored cut. We are into 

	yuccchhh...  The sight is a jolt. Jackie breaks into 

	tears...  sobs, actually.



				  SIMON

		    That bad, huh?



	They share a helpless half-laugh -- then Frank appears in 

	the doorway.



				  FRANK

		    Hey, hey... 

			    (as he sees him)

		    Haaa...  bad but temporary. The 

		    nurses say it's much better than 

		    you looked three weeks ago...  the 

		    hand will come back...  they're 

		    sure... 



				  SIMON

		    Jackie, will you hand me the 

		    mirror?



				  JACKIE

			    (a small voice)

		    No.



	She starts to hand him a large mirror from her purse -- 

	then thinks better of it.



				  JACKIE

		    Wait, I have a smaller one.



	But he holds out his hand and she gives him the mirror -- 

	he starts to look -- then thinks better of it.



				  SIMON

		    So, what's new anyway? How's 

		    Verdell?



				  FRANK

			    (sheepish)

		    Your neighbor -- Udall -- is 

		    taking care of him.



				  SIMON

			    (suddenly alive and upset)

		    How could you do that? He'll hurt 

		    him.



				  FRANK

		    No, I promise...  not a chance. I 

		    own this guy. There was no one 

		    else. I'm on the move too much. 

		    Trust me.



				  SIMON

		    You are very certain my dog is 

		    okay...  because you have no 

		    idea... 



				  FRANK

		    Yes. Your dog is fine, Simon.



	Simon holds the mirror poised for a moment of discovery, 

	then he takes a breath -- like someone about to dive 

	underwater. First a small, mumbled pep talk to himself.



				  SIMON

		    Okay, waiting gives the devil 

		    time. Now!



	He quickly brings his hand up and looks at the mirror...  

	he is startled -- the bottom drops out -- leaving him 

	awed by his misfortune.



				  SIMON

		    Oh my... Where'd I go? Ummmm?



	EXT. CAROL'S RESTAURANT - DAY



	AN ESTABLISHING SHOT FEATURING Verdell tied up in front.



	INT. CAROL'S RESTAURANT - DAY



	Melvin finishing a plate of eggs, bacon and sausage with 

	his plastic knife and fork. Carol looks totally beat as 

	she sets down a cup of coffee. Melvin is craning 

	periodically to keep an eye of his dog.



				  CAROL

		    So what are you doing with a dog?



				  MELVIN

		    Suckered in. Set up. Pushed 

		    around.



				  CAROL

		    You're not worried that someone 

		    might take him?



				  MELVIN

		    Well, not until now -- for 

		    Christ's sake.



				  CAROL

		    Sorry.



				  MELVIN

		    It's okay -- I'll sit here.



	He changes tables for the first time ever so that he can 

	keep an eye on Verdell. Carol is amazed.



				  CAROL

		    You know he's a little dog. Next 

		    time, if Bryan's not here, you can 

		    bring him in.



				  MELVIN

		    How old are you?



				  CAROL

		    Oh, please... 



				  MELVIN

		    If I had to guess by your eyes, 

		    I'd say you were fifty.



	Carol looks at him.



				  CAROL

		    And if I had to guess by your 

		    eyes. I'd say you were kind. So, 

		    so much for eyes. But as long as 

		    you bring up age...  how old are 

		    you?



				  MELVIN

			    (quickly)

		    Otherwise, you're not ugly.



				  CAROL

			    (laughs out loud)

		    Okay, pal...  I accept the 

		    compliment, but go easy -- my 

		    knees start a-knocking when you 

		    turn on the charm full blast.



				  MELVIN

		    What's with the dark?



	He indicates the bags under her eyes by tapping his own.



				  CAROL

		    Dawn patrol -- major dawn patrol. 

		    My son had a full blown attack. 

		    And this time, for extra fun, they 

		    gave us the wrong antibiotics, so 

		    I get him home... 



	She reaches for the plate of uneaten bacon -- he goes 

	nuts.



				  MELVIN

		    No...  no...  leave it...  the 

		    bacon's for the dog.



	She is jolted by the insensitivity of his interruption, 

	but he doesn't notice, turning, almost chatty.



				  MELVIN

		    Last week I was playing the piano 

		    for him and he likes it, and so I 

		    decide I'm going to make a little 

		    joke... 



				  CAROL

		    You all set here?



	Melvin nods -- a bit frustrated about not being able to 

	finish his dog story. He pockets the remaining bacon.



	EXT. NEW YORK STREET - DAY



	As Melvin walks Verdell back home, we notice, perhaps a 

	beat before Melvin, a remarkably event. Verdell is 

	avoiding the cracks in the sidewalk.



				  MELVIN

		    It's a beautiful day for our walk.



	Melvin slows -- observes the dog mirroring his behavior.



	ON VERDELL



	again carefully placing his paws to avoid a crack in the 

	sidewalk. Melvin laughs out loud -- puts on plastic 

	gloves hurriedly so he can lift the dog to eye level.



				  MELVIN

		    Don't be like me, don't you be 

		    like me. You stay just the way 

		    you are because you are a perfect 

		    man. I'm gonna take you home and 

		    get you something to eat...  what 

		    you love.



	ANOTHER ANGLE



				  FEMALE PASSERSBY

			    (charmed)

		    Ohhh. I'd like to be treated like 

		    that.



				  MELVIN

			    (all smiles to Verdell)

		    Let's go home and do some writing.



	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT



	Melvin whaling away at his computer, reading to himself 

	with great satisfaction as he goes.



	Verdell sits at his chair, fascinated by the speed of his 

	master's fingers on the keyboard. He reads his writing 

	aloud to the dog.



				  MELVIN

		    "He turned off the gas jets and 

		    carried her outside. He kissed 

		    her brow and when her eyes opened 

		    and found him, he said, 'there are 

		    easier ways to break a date.' She 

		    laughed. The only sensible 

		    ambition he had ever known was now 

		    realized. He had made the girl 

		    happy. And what a girl. 'You've 

		    saved my life,' she said, 'you'd 

		    better make it up to me.'"



	Exhilarated by his own words, he shuts down the machine... 



				  MELVIN

			    (singing to Verdell)

		    Done!

			    (playing with him some)

		    Yes, I hate the doggy...  yes, I 

		    hate the doggy.



	He exits.



				  MELVIN (V.O.)

		    Sixty-two books... done!



	As the dog goes shooting off to the kitchen we leave our 

	couple's play time for... 



	INT. SIMON'S APARTMENT - BEDROOM/LIVING ROOM/HALLWAY - DAY



	As the rookie invalid awakens in precisely the same foul 

	mood he'd had on falling asleep. In the living room, the 

	maid, NORA, is talking with Jackie -- we catch only a few 

	words as they review Simon's mounting pile of bills and 

	talk of how long Nora can stay on.



	INT. NEW YORK APARTMENT BUILDING - HALLWAY - DAY



	Frank knocking on Melvin's door. He opens it.



				  FRANK

		    How's Verdell doing?



				  MELVIN

		    He's a pain in the ass.



	As he looks over at the dog, Verdell trots over and, 

	without realizing it, Melvin smiles at him to Frank's 

	surprise.



				  FRANK

		    Simon's home. I was sort of 

		    hoping you could keep the dog 

		    until he's had a chance to think 

		    and adjust... 



				  MELVIN

			    (leaping at the chance)

		    It's been five weeks...  another 

		    few won't kill me.



				  FRANK

		    No. He wants him back. He'll be 

		    by tomorrow.



				  MELVIN

			    (too loudly, weirdly)

		    Okay by me.



	Frank exits.



	INT. MELVIN'S APARTMENT - LIVING ROOM - DAY



	Melvin sits -- Verdell looks up at him. Melvin walks to 

	the door. He turns the lock... then checks that they are 

	locked...  checks again to make sure he turned them in the 

	correct direction...  turns from the door...  then back to 

	check once more. And again...  and again...  anguished, 

	until now he breaks briefly, the dog looking on.



	INT. NEW YORK BUILDING - MELVIN'S APARTMENT - HALLWAY - DAY



	Melvin opens the door -- looks at the scarred Simon in a 

	wheelchair and shudders... 



				  MELVIN

		    That's some face they left hanging 

		    on you. You look like... 



				  SIMON

			    (interrupting)

		    Could you take it just a little 

		    easy, Mr. Udall?



	A beat of silence as Melvin thinks whether to comply.



				  SIMON

		    Thank you. Verdell...  sweetheart?

			    (to Melvin)

		    By the way, thanks for saving me.



				  MELVIN

		    I called. I never touched you. I 

		    didn't leave my name or nothing.



				  SIMON

			    (not listening)

		    Verdell?



	ON VERDELL



	Totally weirded out...  hiding behind Melvin...  now Melvin 

	shifts and Simon and Verdell see each other...  Simon 

	smiles at the dog...  he is emotionally caught up in the 

	reunion.



				  SIMON

		    Hi, sweetheart.



	Verdell isn't eager.



	ON SIMON



	The first gnawing pains of rejection.



	INT. SIMON'S APARTMENT - DAY



	Simon pats his leg -- trying unsuccessfully to get 

	Verdell to approach him. Instead the dog goes to the 

	door and scratches at it. Jackie starts to pick the dog 

	up.



				  SIMON

		    No. Please, don't force him.



				  JACKIE

			    (to dog)

		    You little stinker. He's given 

		    you everything.



	INT. MELVIN'S APARTMENT - LIVING ROOM - DAY



	MELVIN'S POV



	Verdell's towel on the floor -- near his bowl.



	BACK TO SCENE



	Melvin's lips compress... he sits on the piano bench and 

	hits a few keys...  looks at Verdell's empty spot again...  

	there are those who "get the joke" -- Melvin is clearly 

	one -- he laughs suddenly and helplessly even as he feels 

	the panic rise in him... 



	...  all his painstaking success in keeping the lid on and 

	now it threatens to blow for a reason he articulates.



				  MELVIN

		    Over the dog...  an ugly dog.



	It's hilarious. But now the humor detours. An actual 

	sob is choked back...  he gets up -- following a definite 

	pattern across the room. He is conducting a small but 

	highest-stakes fight for survival. Momentarily a scared, 

	beaten middle-aged man -- he races out the door.



	EXT. NYC STREETS - DAY



	Melvin charging as fast as crack checks allow and then 

	turning into a building with a copper sign reading 

	"Grammercy Park Psychiatric Group."



				  MELVIN

		    Worst sidewalk in New York and 

		    look where they put in.



	INT. PSYCHIATRIST'S OFFICE - DAY



	Melvin bursts in on the psychiatrist and emits one word.



				  MELVIN

		    Help!



				  DOCTOR

		    If you want to see me you will not 

		    do this. You will make an 

		    appointment... 



				  MELVIN

		    Explain to me how you can diagnose 

		    someone as "obsessive compulsive 

		    disorder" and then act like I have 

		    any choice in barging in.



				  DOCTOR

		    There's not going to be a debate. 

		    You must leave.



	The Doctor moves into the hallway, forcing Melvin to 

	follow.



				  MELVIN

		    You said you could help me -- 

		    what was that -- a tease?



				  DOCTOR

		    I can help you if you take the 

		    responsibility to keep regular 

		    app --



				  MELVIN

			    (suddenly)

		    You changed the room around... 



				  DOCTOR

		    Two years ago... 



	Melvin shakes his head -- as if things weren't bad enough 

	he must go through a careful exercise noting every new 

	element before he's at all comfortable... as he studies 

	each object. The Doctor is professionally intrigued 

	despite himself.



				  DOCTOR

		    I also regrew my beard...  but 

		    you're not interested in changes 

		    in me... so it's like I always 

		    told you...  when it comes to 

		    people you... 



				  MELVIN

		    Shhhhhhh. I don't have this 

		    mountain of available time...  I 

		    got to get to my restaurant on 

		    time. Do you know how hard it is 

		    for me to be here?



				  DOCTOR

		    Yes.

			    (as Melvin starts 

			     for the office)

		    No.



	INT. PSYCHIATRISTS' WAITING ROOM - DAY



	More PATIENTS in the almost-crowded waiting room. Melvin 

	passes through -- visibly drawn and upset. He stops. 

	Eyes on them. Then:



				  MELVIN

			    (to other patients)

		    What if this is as good as it 

		    gets?



	They look stricken. He exits.



	INT. CAROL'S RESTAURANT - DAY



	As he walks to his booth and sits down. Enormous relief. 

	CHERYL, a heavy-set waitress, reluctantly moves to his 

	table -- unseen by Melvin as he takes out his utensils 

	and arranges them. In a corner booth, four big TRANSIT 

	AUTHORITY POLICE are having a meal together. Cheryl 

	looks at his utensils.



				  CHERYL

		    What the heck are those for?



				  MELVIN

		    No. No. Get Carol.



				  CHERYL

		    I'm filling in. We don't know if 

		    she's coming back. She might have 

		    to get a job closer to home.



				  MELVIN

		    What are you trying to do to me?



				  CHERYL

		    What the heck do you mean?



				  MELVIN

		    Hey, elephant girl, call her or 

		    something...  just let her do my 

		    one meal here. I'll pay whatever. 

		    I'll wait.

			    (as she doesn't 

			     budge; he screams)

		    Do it!!!



	The MANAGER comes over, gesturing to the table of police 

	that he can handle it. All attention is on Melvin.



				  MANAGER

		    Out. Be silent or leave.



				  MELVIN

		    I'll be quiet. Just let me wait. 

		    No problem. Get her here -- have 

		    her get me two sausages, four 

		    bacon, two eggs over easy and 

		    coffee. I'm not a prick here -- 

		    I'm a great customer. This day is 

		    a disaster. I can't handle this, 

		    too.



				  MANAGER

		    Get out immediately or there's 

		    going to be trouble.



	Melvin looks at the police, sizes up the hopeless 

	situation and rises.



				  MELVIN

		    There's going to be trouble???



	He walks toward the door as Cheryl and all the other 

	employees applaud his defeat. As he passes a BUSBOY near 

	the door he hands him 20 dollars.



				  MELVIN

		    Carol's last name?



				  BUSBOY

		    Connelly.



	EXT. BROOKLYN STREET - DAY



	An uncomfortable Melvin sitting in the back of a taxi.



	MELVIN'S POV



	A neighborhood in Brooklyn -- a community. Melvin, ever 

	the shark observer, looks from the cab to see slices of 

	community life -- MEN in front of a bar, PARENTS giving 

	their CHILD a ride on a mechanical horse outside a local 

	store -- two YOUNG WOMEN discuss dating.



	EXT. CAROL'S BUILDING - DAY



	As he exits -- RINGS the BELL and is BUZZED in.



	INT. CAROL'S APARTMENT BUILDING - DOOR/HALLWAY - DAY



	Carol opens the door just as he arrives on her landing. 

	She holds a container of ice, washclothes and a 

	thermometer.



				  MELVIN

		    I'm hungry.

			    (on Carol's astonished 

			     look)

		    You've upset my whole day. I 

		    haven't eaten.



				  CAROL

		    What are you doing here?



	Melvin ignores the question, instead answering a charge 

	he had imagined she might make... 



				  MELVIN

		    This is not a sexist thing. If 

		    you were a waiter I would still be 

		    here saying... 



				  CAROL

		    Are you totally gone? This is my 

		    private home... 



				  MELVIN

		    I am trying to keep emotions out of 

		    this. Even though this is an 

		    important issue to me and I have 

		    strong feelings about the subject.



				  CAROL

		    What subject? That I wasn't there 

		    to take crap from you and bring 

		    you eggs? Do you have any control 

		    over how creepy you allow yourself 

		    to get?



				  MELVIN

		    Yes, I do, as a matter of fact... 

		    and to prove it I have not gotten 

		    personal and you have. Why aren't 

		    you at work? You're not sick -- 

		    you don't look sick... just very 

		    tired and bitter.



				  CAROL

		    My son is sick, okay?



	Even saying the sentence, "My son is sick" pushes some 

	emotions toward the surface which are wasted on the crazy 

	man at her threshold.



				  MELVIN

		    What about your mother?



				  CAROL

		    How do you know about my mother?



				  MELVIN

		    I hear you talk when I'm 

		    waiting!!!



	She crosses to the sink to dump the ice. Melvin takes a 

	step inside. Spencer, seven and looking ill, walks into 

	the room.



				  CAROL

		    Sorry, honey...  I'll be right 

		    there.



				  MELVIN

			    (uncomfortably)

		    How ya doing?



	Spencer just stares at him.



				  MELVIN

			    (miffed)

		    You should answer when someone 

		    talks to you... 



	Carol eyes Melvin with disgust and disbelief then 

	emphatically gestures him to "clear out." Melvin backs 

	out the door.



				  CAROL

		    Sorry. There is a limit, Melvin, 

		    and I can't handle you teaching 

		    my son manners.



	She closes the door in his face, then walks to her son 

	and leads him back to his room.



	INT. SPENCER'S ROOM



	CAMERA MOVES TOWARD mother and son sitting on the edge of 

	Spencer's bed. She holds a digital thermometer to his 

	ear. They both count down the seconds.



				  CAROL AND SPENCER

		    5...  4...  3...  2...  1...  Bingo.



				  SPENCER

		    104.9



				  CAROL

		    We are going to treat ourselves to 

		    a cab ride.



	EXT. BROOKLYN SIDEWALK - ANGLE ON CAROL - DAY



	As Carol carries her young son through a class of 

	uniformed KIDS from a Catholic elementary school. She 

	spots Melvin about to enter a cab.



				  CAROL

		    Melvin, wait!



	The school kids pick up the chant in unison.



				  SCHOOL KIDS

		    Melvin, wait! Melvin, wait! 

		    Melvin, wait!



	He turns to face them.



				  MELVIN

		    Shut up, kids!



	They immediately obey as Carol approaches him.



				  CAROL

		    Melvin...  give us a lift. We've 

		    got to go see our friends at the 

		    hospital.



	Melvin is thrown...  he pauses a beat...  then holds the 

	rear door open as Carol hustles the kid inside. The 

	maneuver puts the beet red, sweating Spencer at his face.



				  MELVIN

		    I'll ride up front. Cover your 

		    mouth when you cough, kid.



	INT. BROOKLYN CAB - DAY



	As they settle in and drive off.



				  CAROL

		    Brooklyn Presbyterian Hospital, 

		    please and quickly please.



	EXT. HOSPITAL EMERGENCY ROOM - DAY



	As Carol enters the hospital.



				  CAROL

			    (calling back)

		    I owe you three dollars.



	Melvin follows behind her as she carries her son... 



				  MELVIN

		    Yeah, yeah...  any chance you'll 

		    get back to work today?



				  CAROL

			    (furiously)

		    No!!! Stay away from me!



	INT. SIMON'S APARTMENT - DAY



	Verdell lies just inside the front door whimpering for 

	Melvin. Jackie sits across from Simon's wheel chair...  

	she has some index cards in her laps which she 

	occasionally consults and shuffles.



				  JACKIE

		    I feel terrible that I have to... 

		    Simon? Forget about the dog for a 

		    second.



	Simon forces his attention to Jackie.



				  SIMON

		    Sorry. What are those cards?



				  JACKIE

			    (a bit embarrassed)

		    Frank's idea. He thought I should 

		    have notes so I did this right... 

		    maintained focus, didn't get 

		    emotional and tried not to terrify 

		    you.



				  SIMON

			    (scared shitless)

		    Terrify me?



				  JACKIE

		    See, he's right. I need the 

		    cards.

			    (reading from cards)

		    Simon, you're broke.



	ANGLE ON VERDELL



	as their conversation continues -- the dog is distressed.



				  JACKIE (O.S.)

		    The medical bill are 61 thousand 

		    now. I've spoken to your parents 

		    and they didn't hang up or 

		    anything -- they just said they 

		    would feel strange calling you.



				  SIMON (O.S.)

		    Well, I can't reach them.



	Verdell walks out on the terrace and looks off. He turns 

	for:



				  SIMON

			    (to Verdell)

		    Here, baby...  what is it, 

		    Verdell?...  You miss the tough 

		    guy... 

			    (trying to be 

			     Melvin-like)

		    Well, here I am, you little pissant 

		    mop, happy to see me? How about 

		    another ride down the chute? Oh, 

		    God...  I don't mean it, 

		    sweetheart... 

			    (on Jackie's look)

		    I'm sorry. I know... 



	Verdell hides behind a chair.



				  JACKIE

		    Frank loves you. You know that... 

		    but I've spoken to him and he 

		    feels that --

			    (reading from card)

		    -- as a businessman, with limited 

		    resources... 



				  SIMON

		    I'll be able to keep my apartment 

		    and studio, won't I?...  Just tell 

		    me.



	As Jackie looks at him then thumbs for a card.



				  SIMON

			    (overwhelmed)

		Wow... 



	Verdell has come near him -- he reaches out a hand to pet 

	the dog and the dog ducks.



	INT. MELVIN'S APARTMENT - DAY



	He is trying to write. He can't. His world has been upset. 

	He walks away from his work -- a highly unusual act. He 

	is distressed -- and then an idea and he exits.



	INT. PUBLISHER'S OFFICE - DAY



	We are looking at ZOE, the receptionist. She is listening 

	with interest to an O.S. conversation while answering 

	phone calls, "Premier Publishing."



				  FEMALE EXECUTIVE (O.S.)

		    Yes, you write more than anyone 

		    else. Yes, you make us a lot of 

		    money, but isn't there someone 

		    more appropriate to... 



				  MELVIN (O.S.)

		    I need this. Just say, "Melvin, 

		    I'll try," okay?



				  FEMALE EXECUTIVE (O.S.)

			    (resigned)

		    Melvin, I'll try.



	They appear now -- the woman tall, attractive, etc. She 

	pauses at the elevator.



				  FEMALE EXECUTIVE

		    Now, on a pleasant note, our son 

		    got accepted at Brown. My 

		    husband... 



				  MELVIN

			    (curtly)

		    Great, wonderful. I don't need 

		    you to wait with me.



	She nods, pissed, waves and leaves. As Melvin waits, Zoe 

	summons her moxie.



				  ZOE

		    I can't resist. You usually move 

		    through here so quickly and I have 

		    so many questions I want to ask 

		    you. You have no idea what your 

		    work means to me.



				  MELVIN

		    What's it mean?



				  ZOE

		    That somebody out there knows what 

		    it's like to be... 

			    (taps her head and heart)

		    in here.



				  MELVIN

		    Oh God, this is like a nightmare.



				  ZOE

		    Aw come on, just a couple of 

		    questions -- how hard is that?



	As he hits the button, wipes his fingers, hits the button 

	etc.



				  ZOE

		    How do you write women so well?



				  MELVIN

			    (as he turns 

			     toward her)

		I think of a man and take away 

		reason and accountability.



	The fan is jolted as the elevator doors open and close.



	EXT. STREET NEAR CAROL'S BUILDING - DAY



	A depleted, exhausted Carol approaches her home. She is 

	suddenly wary -- SOUND DIALED DOWN -- as we MOVE CLOSER.



	CAROL'S POV



	A car at the curb with "MD" license plate.



	BACK TO SCENE



	As Carol breaks into a run.



	INT. CAROL'S APARTMENT BUILDING, STAIRWAY/HALLWAY - DAY



	As she bounds the stairs, comes to her apartment door and 

	jiggles with the keys, a strange prescient whimpering 

	sound coming from her. As she enters the apartment.



				  CAROL

		    Hello? Hello?



				  VOICE (O.S.)

		    Mrs. Connelly, I'm in here.



	The worst confirmed, she moves down the narrow hallway, 

	her innards squirting the same chemicals that drives elk 

	on opening day of the hunting season.



	INT. SPENCER'S ROOM - DAY



				  CAROL

		    What? Please? Now? Tell me?!



				  DR. BETTES

		    Mrs. Connelly. I'm Martin Bettes

		    ...  Dr. Bettes.



				  CAROL

		    Not your name...  what are you 

		    telling me your name for!! Where 

		    is he?



				  DR. BETTES

		    He's in the bathroom...  He's fine.



				  CAROL

			    (overlapping)

		    Tell me how bad it is. I let him 

		    go out last night when it was so 

		    cool without an overshirt -- just 

		    and underone with just the straps 

		    and I know better...  and I let him 

		    talk me into it. He was whining 

		    and...  you don't need this. Give 

		    me a second to catch hold.



	And so she does. Wow does she... and gives us some 

	notion of the size of her fear demon and the strength it 

	takes to subdue it as Dr. Bettes keeps reassuring her and 

	she keeps nodding... finally a deep breath as Spencer 

	enters from the bathroom. All at hyper speed now. 

	Salvation as farce.



				  SPENCER

			    (to his mother)

		    Hi... 

			    (they kiss)

		    Did you know there are doctors who 

		    come to your house?



				  CAROL

		    No, I didn't.

			    (to Bettes)

		    So why are you h... 



	Beverly, Carol's mother, enters the room. She is ebullient 

	which, if life allowed, would be her natural state.



				  BEVERLY

		    I didn't know you had a secret 

		    admire.



				  CAROL

		    Huh?



				  BEVERLY

		    You met the gift.



				  SPENCER

		    He's good...  And I'm an expert on 

		    doctors.



				  CAROL

			    (to Spencer)

		    Stay out of this...  Doctor?



				  DR. BETTES

		    My wife is Melvin Udall's 

		    publisher.

			    (as Carol reacts)

		    She says I have to take great care 

		    of this guy because you're 

		    urgently needed back at work. 

		    What work do you do?



				  CAROL

		    I'm a waitress.



	ON Dr. Bettes' reaction her mother adds a saving grace.



				  BEVERLY

		    In Manhattan.



				  VOICE (O.S.)

		    Dr. Bettes?



				  DR. BETTES

		    In here.



	A NURSE enters.



				  NURSE

		    Sorry it took so long. I don't 

		    know Brooklyn.



				  DR. BETTES

		    It's okay, Terry.

			    (hands her blood 

			     vail)

		    Tell the lab I'd like the report 

		    back today.



	Carol and her mother exchange a look of incredulity.



				  CAROL

		    You're going to get the results 

		    today?!



	MOVING SHOT



	As we approach the doctor and Carol seated across from 

	each other at a small table... soft voices...  relaxation. 

	Bettes is examining medicine bottles.



				  DR. BETTES

		    How long has he been having 

		    problems?



				  CAROL

		    Since forever.



				  DR. BETTES

		    Have they done blood tests on him?



				  CAROL

		    Yes.



				  DR. BETTES

		    Only in the emergency room or when 

		    he was well.



				  CAROL

		    Emergency room only.



				  DR. BETTES

		    Have they done skin testing for 

		    allergies?



				  CAROL

		    No.



				  DR. BETTES

		    They haven't done the standard 

		    scratch test. Where they make 

		    small injections into the skin?



				  CAROL

		    No. I asked. They said it's not 

		    covered under my plan. And it's 

		    not necessary anyway.



				  DR. BETTES

		    It's amazing these things weren't 

		    done.



				  CAROL

		    Fucking H.M.O. bastard piece of 

		    shit...  I'm sorry...  forgive me.



				  DR. BETTES

		    No. Actually, I think that's 

		    their technical name.



				  CAROL

		    Once the tests come back, is there 

		    someone I can reach in your office 

		    for the results?



				  DR. BETTES

		    Me. My home number is on this 

		    card.



				  CAROL

		    His home number.



	Carol look at her mother -- they share a laugh. Beverly 

	has a hard time stopping.



				  CAROL

			    (to doctor)

		    Do you want some juice or coffee 

		    or two female slaves?



				  DR. BETTES

		    Water...  Nobody told you it might 

		    be a good idea to remove the 

		    carpeting and drapes in Spencer's 

		    room?



				  CAROL

		    No.



	She starts towards Spencer's room.



				  DR. BETTES

		    You don't have to do it this 

		    second...  it's not dangerous or 

		    anything. It's just something 

		    that's advisable. Look, there's 

		    a lot to be checked but...  Hey, 

		    your son is going to feel a 

		    good deal better at the very 

		    least... 



	She pats his head...  Then embraces him with fierce 

	intimacy.



				  CAROL

		    Doc!!!

			    (then)

		    So listen, you gotta let me know 

		    about the additional costs -- one 

		    way or the other we'll... 



				  DR. BETTES

		    They're considerable. But Mr. 

		    Udall wants to be billed.



	She takes this as a blow to the heart, stomach and groin.



	INT. SIMON'S APARTMENT - DAY



	Simon practices walking using his cane. A tearstained 

	Nora hugs him good-bye.



				  NORA

		    You poor, poor man.



				  SIMON

		    Let's use just one poor, okay? 

		    Anyway, dear, thanks for 

		    everything. Forgive my recent 

		    crankiness and as soon as things 

		    are on track again I'll call.



	She kisses him and starts for the door and suddenly a 

	sharp intake of breath -- she's forgotten something.



				  SIMON

		    What's wrong?



				  NORA

		    Who's going to walk Verdell?



	Simon hadn't thought of this either.



				  SIMON

		    No, no.



	INT. APARTMENT BUILDING (NEW YORK) - HALLWAY - DAY



	Nora holding her things, knocks on Melvin's door. Melvin 

	opens the door. Nora is still sniffling. He misinterprets.



				  MELVIN

		    Is he dead yet?



				  NORA

		    No! Would there be any way for 

		    you to be willing to walk his dog 

		    for him?



				  MELVIN

		    Absolutely.



				  NORA

		    Not just today -- Uh, could you 

		    do it -- until, until he gets 

		    back on his feet?



				  MELVIN

		    Sure thing.



				  NORA

		    You're a wonderful man. Two 

		    o'clock is a good time. Here's 

		    the key in case he's asleep. Open 

		    the curtains for him, so he sees 

		    God's beautiful work and knows 

		    that even things like this happen 

		    for the best.



				  MELVIN

		    Where'd they teach you to talk 

		    like this -- some Panama City 

		    "Sailor want to hump-hump bar"? 

		    Or was today getaway day and your 

		    last shot at his whiskey. Sell 

		    crazy some place else -- we're all 

		    stocked up here.



	He closes the door in her face. She stands there... 

	thrown by the abruptness -- then lifts the two paper 

	shopping bags holding her things -- walks back toward the 

	elevator -- pausing briefly outside Simon's door -- then 

	continues on her way.



	INT. CAROL'S APARTMENT



	The doctor gone, mother and daughter arguing.



				  CAROL

		    There is a seriously goofy man 

		    behind this. You are not allowed 

		    to block out that fact.



				  BEVERLY

		    Do you really want to go back to 

		    the runt doctors in Emergency who 

		    keep telling us they can't help?



				  CAROL

		    It lets a crazy man into our 

		    lives.



				  BEVERLY

		    Come on. Why fight when we know 

		    how it will come out. This isn't 

		    like stocking or a string of 

		    pearls. You don't send this one 

		    back.



	EXT. NEW YORK APARTMENT - ESTABLISHING - DAY



	INT. SIMON'S APARTMENT - DAY



	Shades drawn. Simon is a wheelchair...  the PHONE RINGS. 

	He goes to answer... the phone across the bed so that 

	reaching for the phone is a brief but difficult 

	struggle... he grunts with pain, hope and anxiety as he 

	answers.



				  SIMON

		    Hello?...  yes...  sure...  finally, 

		    huh? Why, "finally"? Because I 

		    called you so many times. Maybe 

		    20.

			    (relief)

		    Oh, boy...  I was hoping it was 

		    something like that. You didn't 

		    get one of them, huh? 'Cause I 

		    mean it wasn't only your office -- 

		    it was your home, hotel and the 

		    cigar club you like in San 

		    Francisco. No -- Sarcastic...  Of 

		    course. I believe you. No, don't 

		    fire anyone...  Please. Maybe I'm 

		    wrong about the 20 times. Take a 

		    breath... 

		    	    (more)

		    So, you miss me a little? Hey, 

		    strike the question -- How's the 

		    case going? Really. Fantastic. 

		    I didn't hear. I haven't been 

		    watching. Great. Just great. 

		    I'm so happy. Whoopie! Me? 

		    Well, I'm mending. No, I look 

		    fine. Well, some of the damage 

		    might still be noticeable if you 

		    look closely... 



	He runs a hand across his scarred and still bloated and 

	beaten face... 



				  SIMON

		    Carl, I need some help and you're 

		    the logical one to turn to.

			    (aghast)

		    No! Not 'cause I blame you for 

		    what happened. I hardly get how 

		    you can ever think that. No, I'm 

		    not being sarcastic.

			    (trying to figure it 

			     out)

		    I guess because you hired the guy 

		    who did this you think...  No, I am 

		    a sarcastic person. Well, if 

		    you must know, the reason I said 

		    you were the logical person is 

		    because you always told me how you 

		    thought I was this great person 

		    who made you feel good about 

		    humanity and everything. You do 

		    remembering saying that? Well, whew. 

		    Okay, so Carl. I hate asking but 

		    this money thing is ridiculously 

		    serious... 



	He picks up an index card from his night stand and takes 

	the leap -- reading the text he prepared in advance.



				  SIMON

		    "Will you please loan me money? I 

		    will pay you back. I will give 

		    you whatever percentage of my 

		    income I don't absolutely need 

		    until I do. It will take a while. 

		    But I don't know what I'll do if 

		    you say"... that.

			    (as he listens)

		    I understand...  yes...  No, I do.

			    (a bit of boldness)

		    But you know, you know -- you 

		    didn't even ask how much, Carl? 

		    Well, Frank has no right to 

		    discuss how much I'm in hock... 

		    no, you're right -- not the point. 

		    So...  what have you been up to??? 

		    Uh-huh... Oh, the group show...  

		    how was it? Well, I'm not 

		    surprised that there's that much 

		    talent around...  great...  Look -- 

		    gotta go...  no, you shouldn't feel 

		    that way at all...  take care, you, 

		    too...  you, too...  Good-bye.

			    (as he hangs up)

		    Pal o' mine.



	It's very quiet.



	LONG SHOT - SIMON



	A lonely figure -- who now holds his good hand up to his 

	face and appears on the verge of enormous emotional 

	release -- CAMERA MOVES TOWARD him as if to rendezvous 

	with the moment of catharsis... 



	...  but Simon is denied even this small luxury as the 

	CAMERA ABRUPTLY ADJUSTS just as he begins sobbing to 

	focus on the door opening and Melvin and Verdell entering 

	the room.



				  MELVIN

		    Maybe I'll bring him some food by.



				  SIMON

		    Thank you for walking him.



	Simon wheels away from Melvin.



				  SIMON

		    If you'll excuse me I'm not 

		    feeling so well.



				  MELVIN

		    It smells like shit in here?



				  SIMON

		    Go away.



				  MELVIN

		    That cleaning woman doesn't... 



				  SIMON

		    Please, just leave.



				  MELVIN

		    Where are all your queer party 

		    friends?



				  SIMON

			    (his first shout)

		    Get out.



	Melvin pauses -- Simon weeping... Verdell looks at Simon 

	with concern. Melvin is thrown. Moved?



				  SIMON

		    Nothing worse than having to feel 

		    this way in front of you?



				  MELVIN

		    Nellie, you're a disgrace to 

		    depression.



				  SIMON

		    Rot in hell, Melvin.



				  MELVIN

		    No need to stop being a lady... 

		    quit worrying -- you'll be back on 

		    your knees in no time.



	Simon swings his arm and cast at Melvin -- the sudden 

	attack jolts Melvin but not as much as what follows.



				  SIMON

		    Is this fun for you? Well, you 

		    lucky devil...  It just gets better 

		    and better. I am losing my 

		    apartment and Frank wants me to 

		    promise to paint hotter subjects 

		    and to beg my parents, who haven't 

		    called, for help... and I won't. 

		    And I don't want to paint anymore.



	Melvin has made for the door...  Simon blocks him.



				  SIMON

		    So the life I was trying for is 

		    over. The life I had is gone and 

		    I am feeling so damn sorry for 

		    myself that it is difficult to 

		    breathe. Right times for you -- 

		    huh, Melvin. The gay neighbor is 

		    terrified... 

			    (a sudden screamed 

			     word surprises them 

			     both)

		    Terrified...  Lucky you, you're 

		    here for rock bottom...  me 

		    wallowing in self-pity in front of 

		    you, you absolute horror of a 

		    human being... 



	As Simon works to stop crying, Melvin is weird with 

	discomfort.



				  MELVIN

		    Well, I'll do one thing for you 

		    that might cheer you up.



				  SIMON

		    Get out.



				  MELVIN

		    Don't piss on a gift, tough guy. 

		    You want to know why the dog 

		    prefers me...  it's not affection. 

		    It's a trick.



	Simon looks up, his mood turning on a dime -- he's 

	rapt...  Melvin comes and stands by his wheelchair.



				  MELVIN

		    I carry bacon in my pocket.



				  SIMON

			    (pleased)

		    Oh, my gosh.



				  MELVIN

			    (hands him bacon)

		    Now we'll both call him.



				  SIMON

		    Come on, sweetheart... 



				  MELVIN

		    Yo, yo, yo... 



	Verdell goes like a bullet to Melvin... who is totally 

	surprised and staggered by the implications. True love 

	and such.



				  SIMON

		    Would you leave now, please?



				  MELVIN

		    Stupid dog.

			    (to Simon)

		    I don't get it.



	He exits...  looking apologetically at Simon in stoic 

	ruin.



	INT. CAROL'S APARTMENT - LIVING ROOM - NIGHT



	Carol in bed on the pullout sofa...  She is in turmoil... 

	there is THUNDER, but no rain. She walks to the kitchen. 

	She is trembling as she drinks a glass of water and exits.



	INT. BEVERLY BEDROOM - NIGHT



	The room is on an air shaft and this is where Carol 

	shares a closet with her mother, who is now asleep.



	Carol quietly extracts a dress from the closet, leaving 

	her nightgown on the floor. There is something sexy 

	here, the woman in Carol churning. She plops on a summer 

	dress -- no time for underwear.



	EXT. BROOKLYN STREET - NIGHT



	Carol seeing a bus and dashing after it.



	EXT. MANHATTAN BRIDGE - TWO AM



	Carol crossing to Manhattan. She looks as if she's on 

	her way to some final exam where she has no notion of the 

	subject.



	EXT. NEW YORK CITY STREET - NEAR MELVIN'S BUILDING - 

	NIGHT (RAIN)



	Hot summer night as she gets off the bus and now the 

	rains come...  We are in a familiar neighborhood.



	ANGLE ON MELVIN AND SIMON'S APARTMENT HOUSE



	As Carol consults the slip of paper with the address on 

	it.



	INT. NEW YORK APARTMENT BUILDING - NIGHT (RAIN)



	As she enters building and realizes it's not just that 

	she's wet -- the thin summer dress is a winner in any wet 

	T-shirt contest...  the fabric clinging to her breasts, 

	like the old movie poster of The Deep.



	INT. NEW YORK APARTMENT BUILDING - HALLWAY - NIGHT



	As Carol passes Simon's door...  stands in front of 

	Melvin's apartment -- twists herself to ease nervousness 

	and knocks on the door...  then RINGS the BELL. Finally 

	Carol hears MUFFLED THROAT CLEARING on the other side 

	of the door.



				  CAROL

		    Uh, Udall?



				  MELVIN (O.S.)

		    Carol the waitress?



				  CAROL

		    Yes.



	As we hear him unlock the door, Carol looks at her 

	breasts and gasps. She grasps the fabric and holds it 

	straight out just as Melvin opens the door. His hair is 

	static city, standing on end as he periodically gives it 

	self-conscious pats.



				  CAROL

		    The doctors had your billing 

		    address. I'm sorry about the 

		    hour.



				  MELVIN

		    I was working...  can't you just 

		    drop me a thank-you note?



				  CAROL

		    That's not why I'm here... 

			    (tearing suddenly)

		    ...  though you have no idea what 

		    it's like to have a real 

		    conversation with a doctor about 

		    Spencer... 



				   MELVIN

			    (very uncomfortable)

		    Note. Put it in the note.



				  CAROL

		    Why did yo do this for me?



				  MELVIN

		    To get you back at work so you can 

		    wait on me.



				  CAROL

		    But you do have some idea how 

		    strange that sounds??? I'm 

		    worried that you did this 

		    because... 



	She pauses -- the beginning of an extraordinarily long 

	silence. Finally.



				  MELVIN

		    You waiting for me to say 

		    something?

			    (as she shakes her head)

		    What sort of thing do you want? 

		    Look, I'll be at the restaurant 

		    tomorrow.



				  CAROL

		    I don't think I can wait until 

		    tomorrow. This needs clearing up.



				  MELVIN

		    What needs clearing up?



				  CAROL

			    (strong and true)

		    I'm not going to sleep with you. 

		    I will never, ever sleep with you. 

		    Never. Not ever.



	Melvin's reaction? Well, he'll never get credit for the 

	brief but intense inner struggle -- the struggle not to 

	scream --



	-- not to cry -- to process the sudden and stunning hurt 

	during his half turn away from her -- and then answer 

	hoarsely.



				  MELVIN

		    I'm sorry. We don't open for the 

		    no-sex oaths until 9 a.m.



	Carol is amused, surprised...  maybe, in some small way 

	ever taken by his style...  but top priority is clarity.



				  CAROL

		    I'm not kidding.



				  MELVIN

		    Okay!!!! Anything else?!?



				  CAROL

		    Just how grateful I am.



	Her mission completed -- she turns.



				  MELVIN

		    So you'll be at work?



				  CAROL

		    Yes.



	INT. MELVIN'S APARTMENT - NIGHT



	It's a 3:22 a.m. as the two digital clocks on Melvin's 

	night stand tell us...  He gets up -- the first time we've 

	seen his waking routine -- taps one foot on the floor 

	twice -- then the other foot -- two more taps and his 

	body angles from the bed in a deliberate way.



	He is having anxiety. He sits at the piano and plays 

	very briefly...  Stops -- wipes some sweat from his 

	forehead...  Walks to his computer room -- turns the light 

	on and then quickly off...  Walks to his refrigerator... 



	INT. MELVIN'S APARTMENT, KITCHEN, INSIDE REFRIGERATOR - 

	NIGHT



	As he grabs a cardboard take-out box... 



	INT. NEW YORK APT. BUILDING - HALLWAY/SIMON'S APT.

	

	He knocks of Simon's door...  It opens quickly.



	SIMON'S APARTMENT



				  MELVIN

		    I took a chance you were up.



	Simon walks painfully back to a chair.



				  MELVIN

		    I brought you Chinese soup.



				  SIMON

		    Thanks.



				  MELVIN

		    I have never been so tired in my 

		    life. Okay, if I sit here?



				  SIMON

		    Got any easier questions?



	Melvin sits and moans -- the dog sitting near him.



				  MELVIN

		    I haven't been sleeping. I 

		    haven't been clear or felt like 

		    myself. I'm in trouble. Some son 

		    of a bitch is burning my bridges 

		    behind my back...  But the 

		    tiredness -- boy...  Not just 

		    sleepy.



				  SIMON

		    But sick -- nauseous -- where 

		    everything looks distorted and 

		    everything inside just aches -- 

		    when you can barely get up the 

		    will to complain.



				  MELVIN

			    (brightening)

		    Yeah... 



	He feels a touch of community and not knowing where to 

	take it from here.



				  MELVIN

		    I'm glad we did this.



	He rises and makes an awkward exit.



				  MELVIN

		    Good talking to you.



	He exits -- Simon puzzled and concerned.



	INT. CAROL'S APARTMENT - NIGHT



	Carol seated working on a letter... She is trying to 

	express her gratitude... An enormous sheaf of completed 

	pages sit next to her... She is so involved she doesn't 

	even look up as a young man, SEAN, knocks on the door and 

	is let in by Beverly.



	They exchange greetings and move inside where we faintly 

	hear Spencer greeting him... We MOVE IN and read over 

	Carol's shoulder -- "I'm sorry to have gotten sloppy and 

	emotional in this letter, but it would have been on my 

	conscionce (sic) forever if I didn't tell you how 

	gratefull (sic)... "



				  BEVERLY

		    You're not still writing that 

		    thank-you note?



				  CAROL

		    I'm on the last page. How do you 

		    spell conscience?



				  BEVERLY

		    C-o-n-s-c-i-e-n-c-e. I got Sean 

		    from the bakery to baby-sit so 

		    let's go out.



				  CAROL

		    I still don't feel safe leaving 

		    Spencer with someone. How do you 

		    spell it again?



				  BEVERLY

		    Spencer is okay. You'd better 

		    start finding something else to do 

		    with your free time. If you can't 

		    feel good about this break and 

		    step out a little... 

			    (struts and pumps 

			     her arms)

		    You ought to get Mr. Udall to send 

		    you over a psychiatrist.



				  CAROL

			    (more emotionally 

			     than she intended)

		    I don't need one 'cause I know 

		    what's really going on here. I 

		    have to finish this letter or 

		    I'll go nuts.

			    (looking at paper; 

			     weepy)

		    This can't be right -- con-

		    science.



	Carol breathes heavily -- gets control, stopping herself 

	on the brink of crying.



				  BEVERLY

		    Carol. What?



	Carol is amazed at herself... that she might not be able 

	to stem the flow... wide-eyed with apprehension, she 

	looks at her mother, who, in return, only nods permission 

	for Carol to let it go. A last defiant snort from Carol 

	-- and then she is overwhelmed. The headline comes first.



				  CAROL

		    I don't know... It's very strange 

		    not feeling that stupid panic 

		    thing inside you all the time. 

		    Without that you just start 

		    thinking about yourself -- and 

		    what does that ever get anybody. 

		    Today, on the bus there was this 

		    adorable couple and I felt myself 

		    giving them a dirty look -- I had 

		    no idea everything was... 



				  BEVERLY

		    Go ahead.



				  CAROL

			    (great, forceful 

			     hand gestures)

		    ... moving in the wrong 

		    direction... Away from when I 

		    even remembered what it was like 

		    to have a man to... anything... 

		    hold fucking -- sorry -- hands 

		    with, for Christ's sake. I was 

		    feeling like really bad that Dr. 

		    Bettes is married.

			    (this next one's 

			     tough)

		    Which is probably why I make poor 

		    Spencer hug me more than he wants 

		    to... Like the poor kid doesn't 

		    have enough problems. He has to 

		    make up for his mom not getting 

		    any.

			    (weeps at her 

			     insight)

		    Oh, boy. Who needs these 

		    thoughts?



				  BEVERLY

		    Spencer's doing fine. So what are 

		    you saying, that you're frustr... 



				  CAROL

		    Leave me be! Why are you doing 

		    this? Why are you picking at my 

		    sores... What is it that you 

		    want?... You want what? What's 

		    with you? I hope getting me 

		    thinking of everything that's 

		    wrong when all I want is to not 

		    do this has some purpose.

			    (puffy; red; 

			     furious)

		    What is it, Mom? No kidding.



	Slumped, fought out -- Carol gets out one last, naked 

	husky voiced question.



				  CAROL

		    What is it you want? What?



				  BEVERLY

		    I want us to go out.



	A beat, then.



				  CAROL

			    (simply)

		    Okay.



	INT. CAROL'S APT, SPENCER'S ROOM, HALLWAY - NIGHT



	As they enter, still wiping away the effects of their 

	cry.



				  CAROL

			    (to Sean)

		    We're going out.



				  SEAN

			    (looking at their 

			     red eyes)

		    Looks like fun.



	She kisses Spencer -- almost getting involved in what 

	he's doing -- then sees her mother waiting.



				  CAROL

		    Okay -- we're out of here. I love 

		    you.



	Spencer nods -- involved with Sean. CAMERA FOLLOWS Carol 

	as she exits the apartment -- her mother leading. 

	Halfway down the stairs, she stops and reverses herself, 

	going back to the apartment which she re-enters -- then 

	to her son to ask:



				  CAROL

		    Do you love me?



				  SPENCER

		    Uh-huh.



	Carol exits.



	EXT. STREET - NEAR CAROL'S BLDG. (MOVING) - DAY



	Beverly and Carol walking past the store windows. A 

	simple and unprecedented experience in their recent 

	lives.



				  BEVERLY

		    Nice to get out, isn't it?



	Carol nods tightly... then they wrap arms around each 

	other and continue walking, turning into a corner bar.



	INT. CAROL'S RESTAURANT - CLOSE ON CAROL - DAY



	As Carol stands nervously while Lisa finishes reading her 

	14-page letter. In the b.g. Melvin and Frank are seated 

	at the same table and in earnest conversation. Lisa 

	keeps flicking away tears -- a few drops on the pages.



				   CAROL

		    Don't get it wet.



	Lisa brushes the paper -- finishes and embraces Carol.



				  CAROL

		    So it's okay?



				  LISA

		    You almost have me liking him. 

		    You sure come from the heart. I 

		    never knew what you went through 

		    with everything.



				  CAROL

		    I wanted him to know how much he'd 

		    done.

			    (looking over)

		    Can you believe he's eating with 

		    someone.



	ON MELVIN & FRANK



				  MELVIN

		    It's not my dog and this Simon 

		    seems to have enough on his mind 

		    -- but he did throw up twice and 

		    his spark is off.



				  FRANK

		    Sure -- take him to the vet.



				  MELVIN

		    I did. And his stomach is out of 

		    whack. So they need him for a 

		    couple of days.



				  FRANK

		    Do it.



				  CAROL

		    Melvin.



	She self-consciously hands him with the thick envelope.



				  MELVIN

		    What's this?



				  CAROL

			    (sotto)

		    A thank-you note for what you did 

		    for me.



	He hands it back to her deliberately. She takes it and 

	walks back to the service area where, embarrassed, 

	confused, and messed with -- she tosses the note.



	After Carol leaves... 



				  FRANK

		    She's nice.



				  MELVIN

			    (to Frank)

		    Really nice. Shouldn't that be a 

		    good thing... telling someone, 

		    'no thanks required.'



				  FRANK

		    It looks like it really went over. 

		    You're sure making the rounds. 

		    Simon says you brought him soup 

		    last night. I hope he doesn't 

		    write you a note.



	Melvin looks up -- wary -- his brain sends a disturbing 

	message.



				  FRANK

		    What?



				  MELVIN

		    "What?" Look at you... You sense 

		    a mark.



				  FRANK

		    Hey -- you called me... I... 



				  MELVIN

		    About a dog.



				  FRANK

		    Yeah, but it's all about Simon 

		    now... you helped with the dog... 

		    And now there are other things. 

		    I'm just as concerned as you are 

		    about Simon.



				  MELVIN

		    Concerned. I'm just the hall 

		    monitor here.



				  FRANK

		    It's not only financial 

		    assistance. What he's got to do 

		    is go to Baltimore tomorrow and 

		    ask his parents for money. It's 

		    not going to happen on the phone.



				  MELVIN

		    Yeah. If his parents are alive 

		    they've got to help -- those are 

		    the rules. Good.



				  FRANK

		    Yes. And tomorrow? I have a high 

		    maintenance selling painter coming 

		    through... So I'm out. Can you 

		    take him?



				  MELVIN

		    Think white and get serious.



	Carol enters scene.



				  FRANK

		    Take my car -- a convertible. Do 

		    you drive?



				  MELVIN

			    (loudly)

		    Like the wind but I'm not doing 

		    it.



				  CAROL

		    Getting loud, getting loud.



				  MELVIN

		    He wants me to take his car and 

		    his client to Baltimore.



				  CAROL

		    I want your life for a minute 

		    where my big problem is someone 

		    offers me a free convertible so I 

		    can get out of this city.



	She exits. Frank prepares to depart.



				  MELVIN

		    Okay. I'll take him. Get him 

		    packed -- ready -- tomorrow 

		    morning.



	Frank stumbles back... self-satisfied, he relaxes.



				  MELVIN

			    (excited)

		    Okay... so I'll see you tomorrow. 

		    Let's not drag this out. We don't 

		    enjoy another that much.



				  FRANK

		    If there's some mental health 

		    foundation that raises money to 

		    help people like you be sure to 

		    let me know.



				  MELVIN

		    Last word freak.



	Frank adjusts and exits... Carol approaches calling a 

	"good-bye" to him.



				  CAROL

		    So. Anything else?



				  MELVIN

		    Yes. I'm going to give my queer 

		    neighbor a lift to Baltimore.



				  CAROL

		    Okay.



				  MELVIN

		    Hey, what I did for you is working 

		    out?



				  CAROL

			    (a breath; then)

		    What you did changed my life.



	She offers him the note.



				  MELVIN

		    No... no thank you notes.



				  CAROL

		    Well, part of what I said in this 

		    entire history of my life which 

		    you won't read is that somehow 

		    you've done more for my mother, my 

		    son and me, than anyone else ever 

		    has... And that makes you the most 

		    important, surprising, generous 

		    person I've ever met and that you 

		    be in our daily prayers forever.



				  MELVIN

		    Lovely.



				  CAROL

		    I also wrote one part... I wrote 

		    I'm sorry... I was talking about I 

		    was sorry when I got mad at you 

		    when you came over and you told my 

		    son that he ought to answer back 

		    so I wrote that.

			    (reading from the 

			     letter, Melvin 

			     wildly uncomfortable)

		    I was sorry for busting you on 

		    that... and I'm sorry for busting 

		    in on you that night... when I 

		    said I was never... I was sorry 

		    and I'm sorry every time your food 

		    was cold and that you had to wait 

		    two seconds for a coffee filler... 



	Melvin wants to disappear but Carol is getting into it -- 

	emotionally moved by her own words.



				  CAROL

		    ... and I'm sorry for never 

		    spotting, right there at the table 

		    in the restaurant, the human being 

		    that had it in him to do this 

		    thing for us... You know what, I'm 

		    just going to start from the 

		    beginning... I have not been able 

		    to express my gratefulness to 

		    you... even as I look at the word 

		    "grateful" now it doesn't begin to 

		    tell you what I feel for you... 



	And finally Carol notes Melvin's mood and pauses.



				  MELVIN

		    Nice of you... thank you.



				  CAROL

		    Thank you.



				  MELVIN

		    Now I want you to do something for me.



	She looks at him for a very strange, long beat.



				  CAROL

		    Oh, I'm sorry... Didn't I say, 

		    "what?" I thought I said, 

		    "what?"... What?



				  MELVIN

		    I want you to go on this trip.



				  CAROL

		    No, sir... 



				  MELVIN

		    I can't do this alone. I'm afraid 

		    he'll pull the stiff one eye on 

		    me. I need you to chaperon. 

		    Separate everything but cars. You 

		    said you liked convertibles. Now 

		    I'm on the hook.



				  CAROL

		    The stiff one eye?



				  MELVIN

		    Two days.



				  CAROL

		    I can't. I work.



				  MELVIN

		    You take off when you have to.



				  CAROL

		    My son.



				  MELVIN

		    Bettes tells me he's doing fine.



				  CAROL

			    (no other way)

		    Melvin, I'd rather not.



				  MELVIN

		    What's that got to do with it?



				  CAROL

		    Funny, I thought it was a strong 

		    point.



				  MELVIN

		    Write me a note and ain't she 

		    sweet. I need a hand and where'd 

		    she go.



				  CAROL

		    Are you saying accepting your help 

		    obligates me!?



				  MELVIN

		    Is there another way to see it?



				  CAROL

		    No.



	INT. CAROL'S APARTMENT - BEVERLY'S BEDROOM - NIGHT



	Carol takes an old weekend case down from the top shelf 

	of the closet.



				  CAROL

		    Well, here's a little suitcase 

		    shocked that it's been used.



	She holds up a dress -- a pretty one... then decides it's 

	too pretty and puts it back... Now she looks in another 

	drawer and pauses as if she ponders one of the mysteries 

	of the ages. She hesitates then talks to herself.



	INSERT -- UNDERWEAR DRAWER



	Her best underwear neatly stacked alongside her everyday 

	"girl Jockies." She fingers the good stuff -- puts it 

	back -- then the everyday -- hesitates.



				  CAROL

			    (furiously exasperated)

		    There's not way to pack for this 

		    trip... well, I'll tell you -- I'm 

		    not packing the camera.



	As she exits the room --



	INT. CAROL'S APARTMENT - KITCHEN - NIGHT



	As she picks up the phone.



	INT. MELVIN'S APARTMENT - BEDROOM - NIGHT



	Melvin is in his bedroom -- everything he's taking neatly 

	stacked on the bed waiting to be packed (he is taking a 

	camera). He has a list of what he needs. All items -- 

	underwear, socks, etc... with four checks next to each 

	one and still he -- checks each stack on the bed and adds 

	another check. The PHONE RINGS. This is an amazing 

	development. He has almost no recent experience with 

	receiving a nighttime phone call. He makes a little 

	comment to himself as he moves.



				  MELVIN

		    Woo-woo.



	He stops -- briefly trying to remember where the phone is 

	-- and then, remembering, crosses and picks it up but 

	before bringing it to his mouth nervously clears his 

	throat.



	ON CAROL



	As she hears his throat being cleared. It is not a 

	pretty sound. (The following conversation is INTERCUT.)



				  CAROL

		    Hello?



				  MELVIN

		    Are you still coming?



				  CAROL

		    Yes.



	Melvin visibly relaxes.



				  CAROL

		    Melvin... I'd like to know exactly 

		    where we are going.



				  MELVIN

		    Just south to Baltimore, Maryland. 

		    So I know what you're going to ask 

		    next.

			    (correcting himself)

		    That you might ask -- I'm not 

		    certain.



				  CAROL

		    There's... there's no need to 

		    bring anything dressy... or... I 

		    mean -- I didn't know if we'd be 

		    eating at any restaurant that 

		    have dress codes.



				  MELVIN

		    Oh.

			    (a beat)

		    We might. Yes. We can. Let's.



				  CAROL

		    Okay, gotcha. What did you think 

		    I was going to ask?



				  MELVIN

		    Whether crabs are in season there 

		    now... 



				  CAROL

		    Oh. Okay, then -- Melvin. Good 

		    night.



	INT. CAROL'S APARTMENT - BEVERLY'S BEDROOM - NIGHT



	Beverly looks up expectantly as her daughter enters.



				  BEVERLY

		    How was it talking to him?



				  CAROL

		    Stop treating this like I'm going 

		    away with a man. He's just going 

		    to say those crappy, sick, 

		    complaining, angry things to me. 

		    I hate this, Mom -- I hate this. 

		    He's a freak show -- the worst 

		    person I ever met.



				  BEVERLY

		    Well, maybe he has nice friends.



	EXT. CAROL'S APARTMENT BUILDING - DAY



	Beverly and Spencer wait with her. The bus approaches. 

	She kisses them.



				  CAROL

			    (to Spencer)

		    You stand there and I'll wave to 

		    you from the back window.



	As she boards the bus.



				  BEVERLY

		    Call me as soon as you're settled.



				  CAROL

			    (to Spencer)

		    I love you.



	The bus driver closes the doors on her -- she shoves them 

	open.



				  CAROL

			    (to bus driver)

		    Sensitive, huh?!



	The bus pulls out. He runs after the bus -- waving at 

	his mother who grows concerned that he might be taxing 

	himself.



	INT. VETERINARIAN'S WAITING ROOM - DAY



	A female VETERINARIAN in surgical scrubs holds Verdell as 

	Melvin finishes filling out some forms.



	On opposite sides of the waiting room, a very large black 

	dog and a tiny Chihuahua sit patiently with their owners.



				  VETERINARIAN

		    Anything unusual in the dog's 

		    diet?



				  MELVIN

		    No. Everybody gets their own 

		    cage?



				  VETERINARIAN

		    Certainly.



				  MELVIN

			    (pointing to 

			     Chihuahua)

		    Put him in with that one, not that 

		    one... 

			    (pointing to large 

			     dog)

		    ... Builds his confidence.



	EXT. BUS STOP NEAR APARTMENT BUILDING (NEW YORK) - DAY



	Carol disembarks.



	EXT. APARTMENT BUILDING (NEW YORK) - DAY



	As she walks and turns a corner.



	CLOSE ON CAROL



	The shot of the prisoner taking the walk toward the death 

	chamber. But the prisoner -- has grit -- her knees do 

	not buckle. She does not whimper. No prison "screws" 

	will have to support her weight. Still, the prospect 

	couldn't be grimmer.



	CAROL'S POV



	Melvin next to a spiffy convertible. Top down. Trunk open.



	CLOSER ON MELVIN



	He is wearing driving gloves and turns to witness the 

	tussle Frank and Simon are having just inside the 

	building.



				  FRANK

		    I'm sorry that I'm not taking 

		    you.



				  SIMON

			    (upset)

		    So am I, Frank.



	Frank starts to leave -- Simon stops him. They embrace.



				  MELVIN

		    Soak it up -- it's your last 

		    chance at a hug for a few days.



	As Frank moves off Melvin sees Carol and his demeanor 

	changes... that quickly there is a shyness.



				  CAROL

		    Hi.



				  MELVIN

		    Thanks for being on time... Carol, 

		    the waitress, this is Simon, the 

		    fag.



				  CAROL

		    Hello... Oh, my God, who did that 

		    to you?



				  SIMON

		    I, uh... I was... attacked. 

		    Walked in on people robbing me. I 

		    was hospitalized. I almost died.



				  MELVIN

		    Let's do the small talk in the 

		    car. Load up.



	Carol puts her bag in the car.



				  MELVIN

		    I was going to do that for you.



				  CAROL

			    (taken aback)

		    It's okay. No problem. Where 

		    should we sit?



				  MELVIN

			    (totally non-plussed)

		    I -- uh, I... Well, there is no 

		    place cards or anything.



				  CAROL

			    (to Simon)

		    Let me go in back. You look like 

		    you need all the room you can 

		    manage.



				  SIMON

		    That's very thoughtful.



				  MELVIN

		    Never a break. Never.



	Carol steps into the back. Melvin disappointed that he's 

	not sitting next to Carol... Carol is wedged in the small 

	back seat. She struggles to get her feet in. 



				  MELVIN

		    You're really jammed back there.



	He reaches for the latch between his legs and slides his 

	seat and, with some effort,  wrenches it forward giving 

	Carol more room and putting his right against the wheel. 

	She is startled by the gesture.



				  CAROL

		    Thanks, Melvin.



				  MELVIN

		    Welcome.



	And off they go. Simon and Carol stunned by the manners.



	EXT. 12TH STREET



	Turning onto Fifth.



				  MELVIN

		    I got the whole ride programmed.



	CAMERA FOLLOWS as Melvin goes to a rack of CDs -- all 

	carefully labelled. He selects and begins to play the 

	one marked "ICEBREAKER." It is a song which we clearly 

	and quickly judge as off the circumstances -- a quick 

	burst of "Y.M.C.A." Melvin STOPS the MUSIC and chuckles.



				  MELVIN

		    Just wanted to see what you'd do. 

		    No, we have greatness here.



	He goes for another CD labelled "FOR USE TO REP THINGS 

	UP."



	The car turns onto Seventh as we hear BEAUTIFULLY 

	SELECTED MUSIC.



				  CAROL (O.S.)

		    Hey, I like this music.



	And, as the MUSIC PLAYS, Simon looks out.



	EXT. ROAD - DAY



	The three of them... Carol chattering away.



				  CAROL

		    I don't know the last time I've 

		    been out of the city... Hey, my 

		    arms are tanning. I used to tan 

		    great. We gotta stop soon so'se 

		    I can check on Spencer.



				  SIMON

			    (during the above)

		    I'm sorry... I can't hear you. I 

		    can't turn my head all the way 

		    yet... tell her we can't hear her.



				  MELVIN

		    Doesn't matter. She's enjoying 

		    herself. Consider it part of the 

		    music.



	EXT. ROAD - DAY



	A short time later. Carol is now driving.



				  CAROL

		    I'm sure, Simon, they did 

		    something real off for you to feel 

		    this way... But when it comes to 

		    your partners -- or your kid -- 

		    things will always be off for you 

		    unless you set it straight. Maybe 

		    this thing happened to you just to 

		    give you that chance.



				  MELVIN

		    Nonsense!



				  CAROL

		    Anybody here who's interested in 

		    what Melvin has to say raise their 

		    hands.



	Simon does not raise his hand. Simon and Carol have thus 

	declared their majority.



				  SIMON

		    Do you want to know what happened 

		    with my parents?



				  CAROL

		    Yes. I really would.



				  SIMON

		    Well... 



				  CAROL

		    No, let me pull over so I can pay 

		    full attention.



	Car pulling over toward parking spot.



	EXT. HIGHWAY - CURBSIDE - CONVERTIBLE - DAY



	She takes the car curbside and parks.



				  CAROL

		    Now go ahead.



	Simon looks back at Melvin as does Carol. He looks 

	innocent. Several beats -- Melvin almost says something 

	-- a hidden hand gesture from Carol stops him. Finally.



				  SIMON

		    Well, I always painted. Always. 

		    And my mother always encouraged 

		    it. She was sort of fabulous 

		    about it actually... and she used 

		    to... I was too young to think 

		    there was anything at all wrong 

		    with it... and she was very 

		    natural. She used to pose nude 

		    for me... and I thought or assumed 

		    my father was aware of it.



				  MELVIN

		    This stuff is pointless.



				  CAROL

		    Hey -- you let him... 



				  MELVIN

		    You like sad stories -- you want 

		    mine.



				  CARL

		    

. Go ahead, Simon. Really. 

		    Please. Don't let him stop you. Ignore him.



				  SIMON

		    Okay. Well, one day my father 

		    came in on one of those painting 

		    sessions when I was nine -- and he 

		    just started screaming at her -- 

		    at us -- at evil. And... 



				  MELVIN

			    (very quickly)

		... my father didn't leave his 

		room for 11 years -- he hit my 

		hand with a yardstick if I made a 

		mistake on the piano.



				  CAROL

		    Go ahead, Simon. Your father 

		    walked in on you and was yelling 

		    and... really, come on.



				  SIMON

		    I was trying to defend my mother 

		    and make peace, in the lamest way. 

		    I said, "she's not naked -- it's 

		    art." And then he started hitting 

		    me. And he beat me unconscious. 

		    After that he talked to me less 

		    and less -- he knew before I left 

		    for college, my dad came into my 

		    room. He held out his hand. It 

		    was filled with money. A big wad 

		    of sweaty money.

			    (gathers himself)

		    And he said to me, "I don't want 

		    you to ever come back." I grabbed 

		    him and I hugged him... He turns 

		    and walked out.



	Carol, whose life has been rugged but basic, feels as 

	strange as she does moved by Simon's trauma which is so 

	much more complicated than her meat and potatoes 

	troubles. She looks out her window -- then kisses her 

	fingers and touches them to Simon's cheek. A nice, 

	understated, gesture of friendship.



				  CAROL

		    Well, you know -- I still stay 

		    what I said. You've got to get 

		    past it all when it comes to your 

		    parents. We all have these horror 

		    stories to get over.



	Melvin shifts INTO the FRAME.



				  MELVIN

		    That's not true. Some of us have 

		    great stories... pretty stories 

		    that take place at lakes with 

		    boats and friends and noodle 

		    salad. Just not anybody in this 

		    car. But lots of people -- that's 

		    their story -- good times and 

		    noodle salad... and that's what 

		    makes it hard. Not that you had 

		    it bad but being that pissed that 

		    so many had it good.



				  CAROL

		    No.



				  SIMON

		    Not it at all, really.



				  MELVIN

			    (a veteran's irony)

		    Not at all, huh?!... Let's go to 

		    the hotel. And if you're lucky 

		    tomorrow Dad will give you another 

		    wad of sweaty money.



	INT. HOTEL SUITE - LIVING ROOM/CARL'S ROOM - DAY



				  MELVIN

		    Two bedrooms and the sofa opens... 



	Carol is on the phone in the living room -- she hangs up.



				  CAROL

			    (to Simon)

		    No answer... Maybe we should just 

		    drive there tomorrow. Can I have 

		    that one?



				  MELVIN

		    Yes... sure.

			    (to Simon)

		    I'll take the sofa.



	Carol walks into her room -- the nicest room she'll ever 

	have slept in... She goes to the phone and dials... 



				  CAROL

			    (into phone)

		    Hello... Hi, Spencer... Why are 

		    you out of breath? You did?!? 

		    That is great... So great... So -- 

		    no, wait a second, Spence... 



	INT. HOTEL SUITE - MELVIN AND SIMON'S HOTEL ROOM - DAY



	Melvin watches Simon struggle to unpack his especially 

	neat suitcase. Melvin is uncomfortable.



				  MELVIN

		    Can I ask you a personal question?



	Simon laughs loudly in apprehension squared.



				  MELVIN

		    Do you ever get an erection for a 

		    woman?



				  SIMON

		    Melvin... 



				  MELVIN

		    Wouldn't your lie be a lot easier 

		    if you were not... 



				  SIMON

		    You consider your life easy.



				  MELVIN

		    I give you that one... 

			    (eyes suitcase)

		    Nice packing.



	INT. HOTEL SUITE - LIVING ROOM - DAY



	Carol enters the common living room... Melvin is sitting 

	there. Carol is dealing with a number of unsettling new 

	factors in her life.



				  CAROL

		    My son was outside playing soccer. 

		    I never saw him playing ball. Come 

		    on, you guys -- take me out for a 

		    good time... Take me out dancing.



				  MELVIN

		    Dancing?



				  SIMON

		    I can't, I'm exhausted.



	Carol walks to Simon and puts an arm on him. Melvin is 

	visibly disturbed by her gesture.



				  CAROL

			    (to Simon)

		    I don't blame you... This is a 

		    monumental first day out... You 

		    sad or anything?



				  SIMON

		    No... Nervous. It would be very 

		    rough, Carol, if you weren't 

		    along.



				  CAROL

		    What a nice compliment.



	She gives Simon a kiss... Melvin deals with jealousy. 

	She turns to him.



				  CAROL

		    I'm happy. And you're my date. 

		    Let's get dressed.



	She exits the room. Melvin unnerved.



				  MELVIN

		    I'm going to jump in the shower. 

		    I'll be right with you.



	INT. HOTEL SUITE - NIGHT



	As Carol, dressed in a thrift shop find, enters the main 

	room of the suite and hears the SHOWER running -- she 

	sits down to wait -- through... 



	SERIES OF DISSOLVES



	Showing the enormous length of time which transpires until 

	finally a seriously clean Melvin emerges from the bathroom 

	through a cloud of steam. They exit.



	EXT. FIRST RATE RESTAURANT - NIGHT



	As they drive up.



				  VALET

		    Good evening, sir.



				  MELVIN

		    They sell hard shell crabs here?



				  VALET

		    Yes.



	INT. FIRST RATE RESTAURANT - NIGHT



	As they enters... 



				  HEAD WAITER

		    Good evening.



				  MELVIN

		    Hi. You have hard shells, right?



				  CAROL

		    Stop asking everyone.



				  MELVIN

		    Just him and that's it. Okay, you 

		    can answer -- we've worked it out.



				  HEAD WAITER

		    Yes, we do... And I can give you a 

		    tie and jacket.



				  MELVIN

		    What?



				  HEAD WAITER

		    They require a tie and jacket but 

		    we have some available.



	He reaches into the coat and check room and withdraws them.



				  MELVIN

		    No... I'm not wearing that -- and 

		    just in case you were going to ask 

		    I'm not going to let you inject me 

		    with plaque either.



				  CAROL

		    You promised a nice place -- can't 

		    you just... 

			    (to Head Waiter)

		    You have these dry cleaned all the 

		    time, don't you?



				  HEAD WAITER

		    Actually, I don't think so.



				  MELVIN

			    (to Carol)

		    Wait here.



	EXT. FIRST RATE RESTAURANT - NIGHT



	As Melvin takes his car back from the valet.



	EXT. STREET - SHOPPING MALL - NIGHT



	As the car goes right across the street to a shopping 

	mall.



	INT. SHOPPING MALL - MEN'S STORE - NIGHT



	Melvin walks to the doorway and stops suddenly.



				  SALESMAN

		    Good evening.



				  MELVIN

		    I need a coat and tie.



	OTHER ANGLE



	CAMERA REVEALS that the floor is intricately patterned so 

	that passage for Melvin is impossible.



				  SALESMAN

		    Come on in.



				  MELVIN

		    No.



				  SALESMAN

		    No?



				  MELVIN

			    (pointing)

		    That jacket and give me a tie.



	EXT. FIRST RATE RESTAURANT - NIGHT



	As he pulls up - a new VALET taking his car.



				  VALET #2

		    Good evening.



				  MELVIN

		    You have hard shells?



				  VALET #2

		    I'm not sure.



				  MELVIN

		    Everyone else says you do.



				  VALET #2

		    Then I guess we do.



	INT. FIRST RATE RESTAURANT



	As he enters, looks for and then spot Carol. She is 

	having a martini at the bar... Sitting on a stool -- 

	watching COUPLES dance... Happy by herself... Turning 

	down a MAN who wants to buy her another... And Melvin 

	watches... Watches his date.



				  HEAD WAITER

		    Shall I get her for you?



				  MELVIN

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

		    watch.



	He enjoys watching her for a few more beats... She turns 

	-- Melvin makes a "Haul your ass over here" gesture... 

	and she smiles and walks toward him... A WAITER has 

	lifted her drink -- placed it on a tray and follows her. 

	She takes a bit of a slalom course through the tables, 

	giddy as the MUSIC PLAYS and couples dance in the b.g. 

	She notices the waiter in her trail.



				  CAROL

			   (mouthing the words 

			    to Melvin)

		    My drink is following me.



	Melvin watches her approach. It is all too exquisite. 

	He takes a breath -- it doesn't come easily.



				  CAROL

		    You look s... 



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



				  CAROL

		    You look great.



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



				  CAROL

		    You wanna dance?



				  MELVIN

		    I've been thinking about that 

		    since you brought it up before.



				  CAROL

			    (rising)

		    And?



				  MELVIN

		    No... 

			    (and before she can 

			     digest that)

		    ... I don't get this place. They 

		    make me buy an outfit but they let 

		    you wear a house dre