As good as it gets


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As Good as it Gets

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

             <u<Stop. Go ahead, Simon. Really.

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

                     SIMON

             Okay. Well, one day my father

             came in on one of those painting

             sessions when I was nine -- and he

             just started screaming at her --

             at us -- at evil. And...

                     MELVIN

                  (very quickly)

         ... my father didn't leave his

         room for 11 years -- he hit my

         hand with a yardstick if I made a

         mistake on the piano.

                     CAROL

             Go ahead, Simon. Your father

             walked in on you and was yelling

             and... really, come on.

                     SIMON

             I was trying to defend my mother

             and make peace, in the lamest way.

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

             art." And then he started hitting

             me. And he beat me unconscious.

             After that he talked to me less

             and less -- he knew before I left

             for college, my dad came into my

             room. He held out his hand. It

             was filled with money. A big wad

             of sweaty money.

                  (gathers himself)

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

             you to ever come back." I grabbed

             him and I hugged him... He turns

             and walked out.

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

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

     much more complicated than her meat and potatoes

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

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

     understated, gesture of friendship.

                     CAROL

             Well, you know -- I still stay

             what I said. You've got to get

             past it all when it comes to your

             parents. We all have these horror

             stories to get over.

     Melvin shifts INTO the FRAME.

                     MELVIN

             That's not true. Some of us have

             great stories... pretty stories

             that take place at lakes with

             boats and friends and noodle

             salad. Just not anybody in this

             car. But lots of people -- that's

             their story -- good times and

             noodle salad... and that's what

             makes it hard. Not that you had

             it bad but being that pissed that

             so many had it good.

                     CAROL

             No.

                     SIMON

             Not it at all, really.

                     MELVIN

                  (a veteran's irony)

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

             the hotel. And if you're lucky

             tomorrow Dad will give you another

             wad of sweaty money.

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

                     MELVIN

             Two bedrooms and the sofa opens...

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

                     CAROL

                  (to Simon)

             No answer... Maybe we should just

             drive there tomorrow. Can I have

             that one?

                     MELVIN

             Yes... sure.

                  (to Simon)

             I'll take the sofa.

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

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

                     CAROL

                  (into phone)

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

             you out of breath? You did?!?

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

             no, wait a second, Spence...

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

     Melvin watches Simon struggle to unpack his especially

     neat suitcase. Melvin is uncomfortable.

                     MELVIN

             Can I ask you a personal question?

     Simon laughs loudly in apprehension squared.

                     MELVIN

             Do you ever get an erection for a

             woman?

                     SIMON

             Melvin...

                     MELVIN

             Wouldn't your lie be a lot easier

             if you were not...

                     SIMON

             You consider your life easy.

                     MELVIN

             I give you that one...

                  (eyes suitcase)

             Nice packing.

     INT. HOTEL SUITE - LIVING ROOM - DAY

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

     there. Carol is dealing with a number of unsettling new

     factors in her life.

                     CAROL

             My son was outside playing soccer.

             I never saw him playing ball. Come

             on, you guys -- take me out for a

             good time... Take me out dancing.

                     MELVIN

             Dancing?

                     SIMON

             I can't, I'm exhausted.

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

     visibly disturbed by her gesture.

                     CAROL

                  (to Simon)

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

             monumental first day out... You

             sad or anything?

                     SIMON

             No... Nervous. It would be very

             rough, Carol, if you weren't

             along.

                    CAROL

             What a nice compliment.

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

     She turns to him.

                     CAROL

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

             Let's get dressed.

     She exits the room. Melvin unnerved.

                     MELVIN

             I'm going to jump in the shower.

             I'll be right with you.

     INT. HOTEL SUITE - NIGHT

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

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

     sits down to wait -- through...

     SERIES OF DISSOLVES

     Showing the enormous length of time which transpires until

     finally a seriously clean Melvin emerges from the bathroom

     through a cloud of steam. They exit.

     EXT. FIRST RATE RESTAURANT - NIGHT

     As they drive up.

                     VALET

             Good evening, sir.

                     MELVIN

             They sell hard shell crabs here?

                     VALET

             Yes.

     INT. FIRST RATE RESTAURANT - NIGHT

     As they enters...

                     HEAD WAITER

             Good evening.

                     MELVIN

             Hi. You have hard shells, right?

                     CAROL

             Stop asking everyone.

                     MELVIN

             Just him and that's it. Okay, you

             can answer -- we've worked it out.

                     HEAD WAITER

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

             tie and jacket.

                     MELVIN

             What?

                     HEAD WAITER

             They require a tie and jacket but

             we have some available.

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

                     MELVIN

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

             just in case you were going to ask

             I'm not going to let you inject me

             with plaque either.

                     CAROL

             You promised a nice place -- can't

             you just...

                  (to Head Waiter)

             You have these dry cleaned all the

             time, don't you?

                     HEAD WAITER

             Actually, I don't think so.

                     MELVIN

                  (to Carol)

             Wait here.

     EXT. FIRST RATE RESTAURANT - NIGHT

     As Melvin takes his car back from the valet.

     EXT. STREET - SHOPPING MALL - NIGHT

     As the car goes right across the street to a shopping

     mall.

     INT. SHOPPING MALL - MEN'S STORE - NIGHT

     Melvin walks to the doorway and stops suddenly.

                     SALESMAN

             Good evening.

                     MELVIN

             I need a coat and tie.

     OTHER ANGLE

     CAMERA REVEALS that the floor is intricately patterned so

     that passage for Melvin is impossible.

                     SALESMAN

             Come on in.

                     MELVIN

             No.

                     SALESMAN

             No?

                     MELVIN

                  (pointing)

             That jacket and give me a tie.

     EXT. FIRST RATE RESTAURANT - NIGHT

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

                     VALET #2

             Good evening.

                     MELVIN

             You have hard shells?

                     VALET #2

             I'm not sure.

                     MELVIN

             Everyone else says you do.

                     VALET #2

             Then I guess we do.

     INT. FIRST RATE RESTAURANT

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

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

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

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

     watches... Watches his date.

                     HEAD WAITER

             Shall I get her for you?

                    MELVIN

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

             watch.

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

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

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

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

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

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

     She notices the waiter in her trail.

                     CAROL

                 (mouthing the words

                  to Melvin)

             My drink is following me.

     Melvin watches her approach. It is all too exquisite.

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

                     CAROL

             You look s...

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

                     CAROL

             You look great.

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

                     CAROL

             You wanna dance?

                     MELVIN

             I've been thinking about that

             since you brought it up before.

                     CAROL

                  (rising)

             And?

                     MELVIN

             No...

                  (and before she can

                   digest that)

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

             make me buy an outfit but they let

             you wear a house dress. I don't

             get it.

     ON CAROL

     Melvin has no idea he has insulted her. Sandbagged in

     extreme, she gets up -- actually ready to leave.

                     MELVIN

             No. Wait. What? Why? I didn't

             mean it. You gotta sit down. You

             can still give me the dirty

             look... just sit down and give it

             to me.

                     CAROL

             Melvin, pay me a compliment... I

             need one and quick... You have no

             idea how much what you said just

             hurt my feelings.

                     MELVIN

                  (really pissed,

                   mutters)

             That monominute somebody gets that

             you need them they threaten to go

             away. Never fails.

                     CAROL

             That's not compliment, Melvin...

             That's just trying to sound smart

             so I feel stupid... A compliment

             is something nice about somebody

             else... Now or never.

                     MELVIN

             Okay.

     He waves her down.

                     CAROL

                  (sitting)

             And mean it...

                     MELVIN

             Can we order first?

     She thinks and then nods. The waiter is across the room.

     This does not stop Melvin.

                     MELVIN

                  (calling)

             Two crab dinners and pitcher of

             cold beer.

                  (to Carol)

             Baked or fries?

                     CAROL

             Fries.

                     MELVIN

                  (calling)

             One baked -- one fries.

                     STARTLED WAITER

                  (shouting back)

             I'll tell your waiter.

                     MELVIN

                  (to Carol)

             Okay, I got a real great

             compliment for you and it's true.

                     CAROL

             I am so afraid you're about to say

             something awful...

                     MELVIN

             Don't be pessimistic. It's not

             your style. Okay... Here I

             goes... Clearly a mistake.

                  (this is hell

                   for him)

             I have this -- what? Ailment...

             And my doctor -- a shrink... who

             I used to see all the time... he

             says 50 or 60 percent of the time

             a pill can really help. I hate

             pills. Very dangerous things,

             pills. "Hate," I am using the

             word "hate" about pills. My

             compliment is that when you came

             to my house that time and told me

             how you'd never -- well, you were

             there, you know... The next

             morning I started taking these

             pills.

                     CAROL

                  (a little confused)

             I don't quite get how that's a

             compliment for me.

     Amazing that something in Melvin rises to the occasion --

     so that he uncharacteristically looks at her directly --

     then:

                     MELVIN

             You make me want to be a better

             man.

     Carol never expected the kind of praise which would so

     slip under her guard. She stumbles a bit -- flattered,

     momentarily moved and his for the taking.

                     CAROL

             That's maybe the best compliment

             of my life.

                     MELVIN

             Then I've really overshot here

             'cause I was aiming at just enough

             to keep you from walking out.

     Carol laughs.

                     CAROL

             So how are you doing with those

             pills? Well, I hopahopahopa.

                     MELVIN

             Takes months to know... They work

             little by little.

                  (holds his head;

                   then)

             Talking like this is exhausting.

     Carol moves to the chair next to him... She sits very

     close -- he tenses.

                     CAROL

             Have you ever let a romantic

             moment make you do something you

             know is stupid?

                     MELVIN

             Never.

                     CAROL

             Here's the trouble with never.

     TIGHT SHOT

     for the kiss. Their faces are close -- she looks at

     him... She closes her eyes -- her face moving toward him

     -- he is wide-eyed and afraid... His face almost moves

     away -- in a shot this close it's almost flight... But

     now his head moves back and he receives her kiss. It is

     brief. Carol smiles encouragement to him and herself.

     Melvin can't bear the pleasure.

                     MELVIN

             You don't owe me that.

                     CAROL

             That wasn't payment. When you

             first came into breakfast, when I

             saw you -- I thought you were

             handsome... Then, of course, you

             spoke... So now that your soft

             li'l underbelly is all exposed.

             Tell me, why did you bring me?

     Melvin's voice is soft -- hesitant, okay, vulnerable...

     as he holds up his hands in a "stop" signal.

                     MELVIN

             Well, ah... that's a personal

             question.

                     CAROL

             Tell me even if you're scared.

             Tell me why you wanted me here.

             It's okay.

     She kisses him again.

                     CAROL

             If you ask me... I'll say, "yes."

                     MELVIN

                  (dissembling)

             There are lots of reason... I had

             a thought that if you had sex with

             Simon it might...

                     CAROL

                  (humiliated)

             Sex with Simon?

                     MELVIN

             It's one idea...

                     CAROL

             That's why you brought me? Look

             at me! Is that really why you

             brought me... Like I'm a what and

             I owe you what?!

                     MELVIN

             I don't know why I brought you --

             that idea occurred to me is all...

             It came out first... Hey, you kiss

             him -- me... He says he loves

             you. You two hit it off. But you

             don't want to... fine... Forget

             what I said about sex with Simon.

             It was a mistake.

                     CAROL

                  (wiping away tears)

             I'll never forget you said it.

                     MELVIN

             It was a mistake.

     But she has already turned away and exits the

     restaurant... Melvin alone and miserable.

     INT. SIMON'S HOTEL ROOM - NIGHT

     He finishes dialing. He is extremely tense -- not

     breathing -- a lump in his throat -- trying not to let

     the anxiety immobilize him... the NUMBER RINGS twice,

     then a humorless male voice:

                     PARENTS' VOICE

                  (humorless male

                   voice)

             Hi. This is Fred Bishop...

                  (perky woman's

                   voice)

             ... and Betty.

                  (Fred again)

             We are sorry to be unable to take

             your call right now. Please leave

             a message and we'd appreciate your

             including the time/date and

             purpose of your call.

                  (Simon mouths the

                   word "date," then

                   Betty speaks before

                   the beep Bye-bye.

                     SIMON

             Ah, this is Simon... I'm here in

             town...

                  (he waits)

             ... and, folks, you haven't come

             home later than 10 in your lives.

             Please pick up -- really...

             Okay... I'm going to call again in

             the morning. I need to see you.

             Or, at least get you to answer the

             phone.

     He hangs up. His parents want no part of him and he

     needs help.

     INT. HOTEL SUITE - CAROL'S ROOM - NIGHT

     As Carol enters with some energy. We FOLLOW her as she

     goes into her room -- takes her suitcase, begins throwing

     things in.

     INT. HOTEL SUITE - SIMON'S ROOM - NIGHT

                     SIMON

             Hello... Hello???

     Carol thrusts open the door and enters...

                     SIMON

             Was this supposed to be your room?

                     CAROL

             Our room. I don't want to see him

             and he's not going to come

             knocking on your door.

     Simon struggles with his shirt -- she helps him,

     inadvertently venting some anger as she does so.

                     SIMON

             Can you not be violent?

                     CAROL

             I don't think so. You need help

             with the pants?

                     SIMON

                  (emphatically)

             No!!!

                     CAROL

             I'm going to take a big bath and

             order a big meal.

                     SIMON

             Uh-huh...

                     CAROL

             I'm sorry... are you okay?

                     SIMON

             Well, considering everything's

             horrible and tomorrow I have to

             face my parents... Don't ask me

             ... I'm sick of my own complaints

             ... got to get me a new set of

             thoughts.

                     CAROL

             Why? What have you been thinking

             about?

                     SIMON

             How to die, mostly.

                     CAROL

             Can you believe in our little mix

             you're the good roommate.

     Simon laughs -- as she crosses to the bathroom and begins

     to prepare a bath.

                     SIMON

                  (turning off the light)

             Good night.

                     CAROL

             Good night.

     We are ON Simon settling in for sleep, when instinct or

     sounds or the faint glow of hope turns him so that he

     faces the bathroom and we have...

     SIMON'S POV

     Carol sitting at tub's edge -- a towel around her and now

     as Simon looks at the bathing beauty she adjusts her hair

     -- the towel falls -- a better than perfect breast

     exposed...

     BACK TO SCENE

                     SIMON

                  (a whisper)

             Hold it.

     He leaves the bed.

     ANGLES ON HOTEL DESK

     What's he up to... he takes the blotter from the desk set

     and a pen from his jacket pocket which hangs on the chair

     and with vigor and faint pain moves to the other side of

     the bed where he turns on the light and stares at Carol.

                     SIMON

             I've got to sketch you.

                     CAROL

             No... Absolutely not. I'm shyer

             than you think. I give the wrong

             impression sometimes and...

                     SIMON

             I haven't even been thinking about

             sketching for weeks.

                     CAROL

             Stop staring. Do a vase.

                     SIMON

             But you're beautiful... your skin

             glows.

                     CAROL

             Thanks. But I just want to take a

             bath and...

                     SIMON

             That long neck -- the line of

             you... you're porcelain... your

             back goes on forever. You're

             classic... you're why cavemen

             chiseled on walls...

                     CAROL

             All right, cut me a break.

     Simon's pen moves across the blotter -- Carol sees him

     earnestly engrossed, a beat of indecision and then shyly

     but deliberately she lowers the towel. He's right.

     She's breathtaking.

     INT. BAR - NIGHT

     Melvin sits alone, nursing a drink. He's been talking to

     the bartender.

                     MELVIN

             So then, the next thing I know,

             she's sitting right next to me,

             and then, well, it's not right to

             go into the details, but I screwed

             up. I got nervous. I said the

             wrong thing and if I hadn't, I

             could be in bed now with a woman

             who if you could make her smile

             you got a life. Instead, I'm here

             with you, no offense, a moron

             pushing the last legal drug.

     He sits there, just another Joe on a bar stool with his

     heart breaking.

     INT. HOTEL SUITE - SIMON'S ROOM - CLOSE ON SIMON - NIGHT

     He's excited -- smiling... We hear Carol -- also revved.

                     CAROL (O.S.)

             I don't care how you put it --

             We're being naughty here, pal.

     FULL SHOT

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

     ballpoint over the back of a hotel desk blotter. His

     style cramped by his cast.

                     SIMON

             No. No. This is great, this is

             so great. I can't get the angle

             with this cast.

     He struggles with the cast, and then decides to struggle

     no more. Summoning remarkable strength, he rips a piece

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

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

     INT. HOTEL SUITE - LIVING ROOM - DAY

     Melvin is having a room service breakfast.

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

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

                     MELVIN

             Did you have sex with her?

     Carol follows his out. Her arms are filled with the

     hotel soaps, shampoos, etc.

                     MELVIN

             Sorry, didn't realize she was

             right there.

                  (a beat)

             Did you have sex with her?

                     CAROL

             To hell with sex.

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

                     CAROL

             We held each other. It was better

             than sex. What I need he gave me

             great.

                     SIMON

             I just love her.

                  (beat)

             How're you doing?

     Melvin reacts.

     INT. HOTEL SUITE - DAY

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

                     SIMON

             Hello, hi, Mom -- I can barely

             hear you. Do you have to whisper?

             No -- don't apologize -- it was

             the luckiest thing for all of us

             that you didn't answer last

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

             dear, just listen to me then.

     ON MELVIN AND CAROL

     Melvin has been reduced to straight talk as Carol brings

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

     her suitcase.

                     MELVIN

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

             snap to explain why I was like

             that, but let's not try to do it

             on the run...

                     SIMON

             ... so Mom. Truly no grudges --

             truly. A little odd that you

             didn't come to see me when you

             heard I was hurt, but the

             important thing I want you to know

             is your son is happy. I'm working

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

             want a thing. Wouldn't take it if

             it was offered. I'll drop you a

             note from wherever I land and then

             it's up to you. I hope we patch

             things up but know that if we

             don't, I wish you both the very

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

             heard me, though, right? Good --

             take good care. 'Bye.

     He hangs up, totally satisfied with himself and rips over

     to Carol and Melvin.

                     MELVIN

             ... Now he's going to want to

             stay. And they'll want to take a

             ride to the lake or whatever. So

             it's a good five hours back. It

             gives us a chance to take it easy

             and...

                     SIMON

             I'm going back with you.

                     CAROL

             But what about...

                     SIMON

             I'll take care of myself --

                     MELVIN

             What are you talking about? You

             got real problems.

                     SIMON

             I know. I'm a little bit nervous.

             Suddenly everything seems so easy.

             Carol, a load has been lifted.

                     CAROL

             One night with me!

                     SIMON

             You think you're kidding.

     Melvin stalks out.

     EXT. HIGHWAY - DAY

     The car parked near a phone booth --

                     MELVIN

                  (to Frank over

                   the phone)

             Aww Jesus! No choice.

     Carol walks up to Simon in the car.

                     CAROL

             I got a gift for you.

     She hands him a base ball cap.

                     MELVIN

                  (on phone)

             Nothing like no choice to make you

             feel at home.

                     CAROL

                  (to Simon)

             Let me see... Ahh, gorgeous!

                     MELVIN

             Do it then. Get the dog picked

             up. I can't believe you let it

             stay there.

     Melvin hangs up the phone.

                     MELVIN

             Good-bye.

                  (to Simon)

             Well, your luck is holding. They

             sublet your place. You're

             homeless. Frank's got a line on

             another place you can use for now.

                     SIMON

             Another place where?

                     MELVIN

             Does it matter?

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

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

     PLAYS a confessional love SONGS:

                     CAROL

             I don't want to hear that music

             right now.

                     MELVIN

             What do you mean? You said you

             liked it.

                     CAROL

             I don't.

                     MELVIN

             This one has a special meaning.

                     CAROL

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

             hear it. If that means anything.

     Melvin hesitates and then turns OFF the SONG in mid-

     proclamation of love.

     EXT. APARTMENT BUILDING (NEW YORK) - NIGHT

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

                     MELVIN

             Here are the keys to my apartment.

             I'm going to park you in my place

             while I take Carol home.

                     CAROL

                  (hefting bag)

             I'll take a bus.

                      MELVIN

             I'll take you... why not?

                     CAROL

             I don't care what you did for me.

             I don't think I want to know you

             anymore -- all you do is make me

             feel badly about myself.

                  (turning to Simon)

             You have my number.

                     SIMON

                  (hugging her)

             I love you...

                  (sotto)

             Let him take you home.

                     CAROL

             Don't want to. I love you.

     She shakes her head and walks off. Simon looking at

     Melvin with some sympathy.

                     MELVIN

             Don't say anything.

     INT. MELVIN'S APARTMENT KITCHEN - NIGHT

     Where Verdell's ears prick.

     INT. APARTMENT - NIGHT

     As they enter.

                     MELVIN (O.S.)

             I told you to go on in.

                     SIMON (O.S.)

             Look, I've got to get a hold of

             Frank and see where I'm hanging my

             hat 'cause...

     The door opens, revealing them:

                     MELVIN

             I think you gotta camp it here...

                     SIMON

             What are you talking about?

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

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

                     SIMON

                  (to Verdell)

             I know the feeling -- you feel

             like your ol' self again, huh? --

             Mommy and Daddy are home.

     Melvin reacts.

                     SIMON

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

    

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

                     MELVIN

             They took your place furnished.

             Jackie said she grabbed your

             personal stuff -- they were

             supposed to set you up here.

                  (leading the way)

             There's this extra room -- I

             never use. It gets good light.

             No other answer really.

     Simon follows.

     INT. SIMON'S NEW ROOM - NIGHT

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

     but lovely garret.

                     SIMON

             Thank you, Melvin. You overwhelm

             me.

                     MELVIN

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

                     SIMON

             I love you.

     Melvin looks at him finally -- pretensions fall.

                     MELVIN

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

           luckiest guy alive if that did it

           for me.

     INT. CAROL'S APARTMENT - NIGHT

     As Carol unpacks, she gives gifts to her mother and

     Spencer. But clearly something gnaws at her psyche.

     INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

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

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

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

     hear Simon's whispered voice.

                     SIMON (O.S.)

             Where is my big hairy boy?

     Melvin is alarmed. He stops breathing as his gay houseguest

     approaches.

                     SIMON (O.S.)

             Verdell, sweeties?

     Melvin breathes again. Simon enters the room.

                     SIMON

             Sorry, didn't know you were awake.

             I just thought Verdell shouldn't

             get too used to sleeping in here

             'cause then...

                     MELVIN

             Look, we both want the dog --

             and...

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

     doesn't move.

                     SIMON

             Should I get it?

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

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

                     SIMON (O.S.)

             Hello.

     ON SIMON

                     SIMON

                  (into phone)

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

             Did you know? Hold on, I'll get

             him for you.

     He walks back to Melvin's room.

     INT. MELVIN'S ROOM - NIGHT

     As he enters.

                     SIMON

             It's Carol.

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

     mitt... he thrusts it at Simon.

                     MELVIN

             Here. Take the dog.

     As he speeds him out...

                     SIMON

             Good luck.

     INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

     loudly. Following is INTERCUT between Carol and Melvin

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

     clearing.

                     MELVIN

             Hello.

                     CAROL

             Yeah... Well...

                     MELVIN

                  (very concerned)

             How you doing?

                     CAROL

             I can trust my brain.

                     MELVIN

             That seems like a good choice.

                     CAROL

             I don't know whether I'm being

             sensible or hard on you.

                     MELVIN

             The two might go together.

                     CAROL

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

             know whether you're being cute or

             crazy now.

                     MELVIN

                  (what the hell)

             Cute.

                     CAROL

             You don't have to answer

             everything I say. Just listen to

             me. Okay?

     He nods his head, "yes."

                     CAROL

             It's really something that you're

             looking after Simon. And what I

             said on the street. That was a

             bad thing to say. And it made me

             sick to my stomach. It was a bad

             thing to say. And I'd be lying if

             I didn't say that I enjoyed your

             company... but the truth is you do

             bother me enormously and I know --

             think -- that it's best for me to

             not have contact with you because

             you're just not ready and you're a

             pretty old guy to not be ready...

             and I'm too old to ignore that.

             But there were extraordinary

             kindnesses that did take place.

             So thanks for the trips...

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

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

                     MELVIN

             Okay to say something now?

                     CAROL

             Go ahead.

                     MELVIN

             I should've danced with you.

                     CAROL

             Okay. Good-bye.

                     MELVIN

             So long.

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

     Oh, hell... she missed him.

     INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

     Melvin walks in anxious circles in the living room. He

     is impatient.

                     MELVIN

             You going to come talk to me or

             not?

                     SIMON

             I'm coming.

     We enters the room carrying Verdell who strains to be

     allowed closer to Melvin. Simon releases him.

                     SIMON

             What did she say?

                     MELVIN

             I'm a great guy --

             "extraordinary"...

                  (before Simon can

                   celebrate)

             ... and she doesn't want contact

             with me.

                  (a beat)

             I'm dying here.

                     SIMON

             Because...

                  (gently)

             ... you love her?

                     MELVIN

                  (sharply)

             No... and you're supposed to be

             sensitive and sharp.

                     SIMON

             Okay... you tell me why --

                  (mimics him)

             "You're dying here."

                     MELVIN

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

             and figure it out.

                  (then)

             Because I'm stuck! Can't go back

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

             from my life.

                     SIMON

             Did you like it that much?

                     MELVIN

                  (furiously)

             It was better than this... Look,

             you, I'm very intelligent. If

             you're going to give me advice or

             conversation or consolation or

             hope, you got to be better than

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

             least momentarily interesting than

             shut the hell up. I'm drowning

             and you're describing water.

                     SIMON

                  (getting pissed)

             Picking on me won't help.

                     MELVIN

             Well, if that's true then I'm

             really in trouble.

                     SIMON

             But you know where you're lucky?

                     MELVIN

             Absolutely not.

                     SIMON

             You know who you want. I'll take

             your seat any day. So do

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

             go over there. I don't think

             anybody should ever sleep on

             anything -- it's not always good

             to let things calm down.

                     MELVIN

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

             might kill me for showing up this

             late.

                     SIMON

             Then get in your jammies and I'll

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

             got a chance. The only real enemy

             you have is her ability to think

             logically -- the best thing you

             have going for you is your

             willingness to humiliate yourself

             if it gives you one chance in

             whatever -- so go catch her off-

             guard.

                     MELVIN

             Okay. Thanks a lot. Here I go.

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

                     SIMON

             What's wrong?

                     MELVIN

             I forgot to lock the door.

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

     NIGHT

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

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

     apartment house.

     INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

     As Melvin looks at Carol's doorbell with great

     uncertainty.

     INT. CAROL'S APARTMENT - NIGHT

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

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

     one of Melvin's books...

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

     someone has jabbed her downstairs button ever so briefly

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

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

     her wide open window and looks over.

     HER POV

     The convertible at the curb.

     BACK TO SCENE

     She hesitates --

     INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

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

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

     He bolts for the door and enters.

     INT. CAROL'S APARTMENT - NIGHT

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

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

                     CAROL

             What do you want, Melvin?

                     MELVIN

             Were you asleep?

                     CAROL

             What do you want?

                     MELVIN

             'Cause if you were asleep -- I'm

             sorry. And you could be grouchy.

                     CAROL

             Grouchy?

                     MELVIN

             ... 'Cause of being woken up, and

             it would make my job impossible.

             So then I wouldn't even try.

                     CAROL

             What job?

                     MELVIN

             Were you asleep?

                     CAROL

             What are you doing here?

     ANOTHER ANGLE

     Beverly in the hallway looking on --

     BACK TO SCENE

                     MELVIN

             I'm sorry I woke you -- some other

             time.

     He half turns to leave.

                     CAROL

             I wasn't asleep!!

                     MELVIN

             What a break...

                     CAROL

                  (losing it a bit)

             Is it a secret what you're doing

             here?

                     MELVIN

             I had to see you...

                     CAROL

             Because...

                     MELVIN

             It relaxes me... I'd feel better

             just sitting on the curb in front

             of your house than anyplace else

             I can think of or imagine.

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

     it's sort of sexy in its sincerity.

     ANOTHER ANGLE

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

     door down the hallway, has heard at least this last

     part...

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

                     MELVIN

                  (serious)

             Wait a minute, I'm overstating

             here, maybe the inside stairs. I

             don't want to sit with my feet in

             the gutter. What does that serve?

             It only...

     But suddenly Carl is shouting to the heavens.

                     CAROL

             Stop it!! Why can't I have a

             normal boyfriend??? Why? Get out

             of here. Just a regular boyfriend

             who doesn't go nuts on me...

                     BEVERLY

                  (butting in)

             Everybody wants that, dear -- it

             doesn't exit...

                  (as Carol turns

                   to her)

             Sorry... didn't mean to interrupt.

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

     gathers herself. A beat.

                     MELVIN

                  (hopefully)

             Boyfriend?

                     CAROL

             Oh, come on in and try not to ruin

             everything by being you.

                     MELVIN

             Maybe we could live without the

             wise cracks.

     She looks at him -- then:

                     CAROL

             Maybe we could...

     Melvin glances at the cracked pattern of Carol's kitchen

     linoleum and stalls at the door.

                     MELVIN

             It feels a little confined here.

             Let's take a walk.

                     CAROL

             See. It's four in the morning. A

             walk sounds a little screwy to me,

             if you don't mind.

                     MELVIN

             If you need an excuse, there's a

             bakery on the corner. There's a

             shot it'll open soon -- that way

             we're not screwy -- we're just

             two people who like warm rolls.

                     CAROL

             Okay.

     EXT. STREET - NEAR BAKERY - NIGHT

     They walk quietly -- Melvin still walking with his usual

     attention to where he steps.

     CAROL'S POV

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

     it is still decidedly strange as he conspicuously avoids

     stepping on the lines.

     BACK TO SCENE

     Carol sighs. It is the sound of possibilities crashing

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

     -- his habits making him appear unworthy.

                     CAROL

                 (gently; almost

                  lovingly)

             I'm sorry, Melvin -- but whatever

             this is -- is not going to work.

     ON MELVIN

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

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

     history... this is an extraordinary intimacy.

                     MELVIN

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

             better.

                     CAROL

             Melvin, even though it may seem

             that way now -- you don't know me

             all that well...

                  (as he scoffs)

             I'm not the answer for you.

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

     back to him.

                     MELVIN

             Hey, I've got a great compliment

             for you.

                     CAROL

             You know what? I...

                     MELVIN

             Just let me talk.

                  (gathers himself

                   with uncertainty,

                   then:)

             I'm the only one on the face of

             the earth who realizes that you're

             the greatest woman on earth. I'm

             the only one who appreciates how

             amazing you are in every single

             thing you do -- in every single

             thought you have... in how you

             are with Spencer -- Spence...

                  (he has reached

                   her)

             ... in how you say what you mean

             and how you almost always mean

             something that's all about being

             straight and good...

     ON CAROL

     She stands on the precipice of being transported away

     from the logic which has been her lifeline.

                     MELVIN

             I think most people miss that

             about you and I watch wondering

             how they can watch you bring them

             food and clear their dishes and

             never get that they have just met

             the greatest woman alive... And

             the fact that I get it makes me

             feel great... about me!

                  (a real question

                   filled with

                   concern for her)

             You got a real good reason to walk

             out on that?

     That last question clearly a true question, not the least

     rhetorical -- she considers her answer, then:

                     CAROL

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

             don't think so. No.

                     MELVIN

                  (tentatively)

             I'm gonna grab you.

                  (with conviction)

             I didn't mean it to be a question.

             I'm gonna grab you.

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

     A tense beat. Then:

                     MELVIN

             I know I can do better.

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

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

     land squarely on a crack in the sidewalk without his

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

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

     unison begin to walk away FROM CAMERA, Melvin following a

     path that avoids cracks. Suddenly the lights of the

     bakery turn on as it opens for business.

                     CAROL

             Warm rolls...

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

     they enter the bakery, a WORKER moves toward them to

     clean the entranceway. Melvin, forced to step back onto

     a crack, this time notices -- registers the momentous

     fact and joins Carol inside as we:

FADE OUT

THE END

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