As Good As It Gets (1997)
by James J. Brooks. Story by Mark Andrus.
Final script.

FADE IN:

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

ANGLE ON apartment doorway. As it opens and an 
enormously SWEET-FACED, ELDER WOMAN steps out, bungled up 
against the cold -- turning back to call inside to the 
unseen love of her long life.
       
          SWEET-FACED WOMAN
   I'm just going to get some 
   flowers, dear. I'll be back in 
   twenty minutes. It's tulip season 
   today. I'm so happy.

And now she turns and faces the hallway... her sweetness 
dissolves in a flash... replaced by repulsion and that 
quickly she has reversed herself and re-entered her 
apartment... closing the door as we consider her vacated.

POV - MELVIN UDALL

in the hallway... Well past 50... unliked, unloved, 
unsettling. A huge pain in the ass to everyone he's ever 
met. Right now all his considerable talent and strength 
is totally focused on seducing a tiny dog into the 
elevator door he holds open.

          MELVIN
   Come here, sweetheart... come on.

ON DOG

Sniffing at a particular spot on the hall carpeting. 
Melvin lets the elevator door close and advances on the 
mutt who has ignores him.

          MELVIN
   Wanna go for a ride? Okay, 
   sweetie?

The dog lifts his leg at the precise moment Melvin lunges 
and picks him up with a decisive heft -- so that dog 
urine squirts the hall wall for a second or two. The DOG 
sensing a kindred spirit starts to GROWL and BARK.

          MELVIN
     (a malevolent tone)
   You've pissed your last floor, you 
   dog-eared monkey.

The dog takes a snap at Melvin, but the man is much 
meaner and quicker than the dog -- he holds his snout 
shut with his hand and reaches for the door of the 
garbage chute.
 	
          MELVIN
   I'll bet you wish you were some 
   sort of real dog now, huh? Don't 
   worry...  this is New York. If you 
   can make it here, you can make it 
   anywhere, you know? You ugly, 
   smelly fuck.

And with that, he stuffs him in the garbage chute and 
lets go. We hear a FADING SERIES of PLEADING "ANOOOOS" 
from the DOG fade to nothingness... as another apartment 
door opens emitting the loud sounds of a PARTY and SIMON 
NYE, early 30s. Simon has been born and raised with 
Gothic horror and it's strange that what that stew of 
trauma has produced is a gifted, decent man.

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

Frantic... he bolts into the hall... Melvin is just about 
to enter his apartment.

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

He notices Melvin at the far end of the hall.
 
          SIMON
   Mr. Udall... excuse me. Hey 
   there!
     (as Melvin turns)
   Have you seen Verdell?

          MELVIN
   What's he look like?

Melvin starts to walk back to his apartment door which is 
directly opposite Simon's.

          SIMON
   My dog... you know... I mean my 
   little dog with the adorable 
   face... Don't you know what my dog 
   looks like?

          MELVIN
   I got it. You're talking about 
   your dog. I thought that was the 
   name of the colored man I've been 
   seeing in the hall.

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

          SIMON
   Which color was that?

          MELVIN
   Like thick molasses, with one of 
   those wide noses perfect for 
   smelling trouble and prison 
   food... 

Simon has had it.

          SIMON
   Frank Sachs -- Melvin Udall.

          MELVIN
     (not missing a beat)
   How're you doing?

 	  SIMON
   Franks shows my work, Mr. Udall. I 
   think you know that.

 	  FRANK
     (overlapping)
   Simon, you've got to get dressed.

 	  MELVIN
     (to Simon)
   What I know is that as long as you 
   keep your work zipped up around 
   me, I don't give a fuck what or 
   where you shove your show. Are we 
   being neighbors for now?

 	  SIMON
     (to Frank)
   Do you still think I was 
   exaggerating?

FRANK can only smile.

 	  FRANK
   Definitely a package you don't 
   want to open or touch.

 	  MELVIN
   Hope you find him. I love that 
   dog.

Simon, terminally non-confrontational, still finds 
himself compelled to turn back toward Melvin.

 	  SIMON
     (directly)
   You don't love anything, Mr. 
   Udall.

Simon closes his door leaving Melvin alone in the 
hallway.

 	  MELVIN
   I love throwing your dog down the 
   garbage chute.

INT. MELVIN'S APARTMENT, BATHROOM - NIGHT

Melvin locks and unlocks and locks his door, counting to 
five with each lock. He turns the lights quickly on and 
off and on five times and makes a straight-line towards 
his bathroom where he turns on the hot water and opens 
the medicine chest.

INT. MEDICINE CHEST

Scores of neatly stacked Neutrogena soaps. He unwraps 
one -- begins to wash -- discards it -- goes through the 
process two more times.

INT. SIMON'S APARTMENT, ENTRANCE HALL - NIGHT

A group of PARTY GOERS enters -- followed by a HANDYMAN 
holding Verdell who looks and finds:

SIMON

who looks up -- lights up -- and tears up as he moves 
quickly toward the group and his dog.

 	  SIMON
   Thank the good Lord... wow... my 
   honey... where have you been?

 	  PARTY GOER
     (thinking the greeting's 
      for him)
   He always liked me.

As Simon goes past him to take the dog from the 
Handyman... JACKIE, Frank's junior partner, barking a 
laugh at the Party Goer -- VERDELL BARKING some love. As 
the others greet Simon, Jackie directs the group inside. 
Jackie lingers, looking on affectionately as Simon picks 
some awful, sticky gunk from the dog's body... he puts 
Verdell down to reach for his wallet -- the tiny DOG YAPS 
in protest.

 	  SIMON
   Just for a second, okay?

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

 	  SIMON
     (kissing him on the mouth)
   Look at him...  where was little 
   baby?

 	  HANDYMAN
     (smiling)
   In the basement garbage bin eating 
   diaper shit.

Simon reacts -- then notices the Handyman, tongue in 
cheek, trying to suppress his amusement.

 	  SIMON
   Go ahead, John, you earned your fun.
     (looking at Verdell)
   How did he get down in the 
   basement? I mean even if he got 
   on the elevator how... ?

 	  HANDYMAN
   Maybe some nice neighbor shoved 
   him down the garbage chute.

 	  SIMON
   My God! No!

He stares out... Frank frustrated following.

INT. MELVIN'S APARTMENT - OFFICE - NIGHT

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

 	  MELVIN
   'Somewhat in the dark, she had 
   confessed and he had forgiven. 
   This is what you live for, he 
   said. Two heads on a pillow where 
   there is only the safety of being 
   with each other. How, she 
   wondered, could she find such hope 
   in the most shameful part of her.'

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

 	  SIMON (O.S.)
   Mr. Udall.

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

 	  MELVIN
   'At last she was able to define 
   love. Love was... '

More KNOCKING.

 	  SIMON (O.S.)
   Mr. Udall, I'd like to talk to you 
   please.

 	  MELVIN
   'Love was... '

He almost has the rest of the sentence -- the meaning of 
love -- but the knocking throws him.

 	  MELVIN
   ... Son-of-a-bitch-pansy-assed-
   stool-pusher.

He burst from his chair.

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

As Simon hears MELVIN through the door and takes a step 
back. Melvin throws open the door. He looks demonic.

 	  MELVIN
     (loud and angry)
   Yeeeess!!!

 	  SIMON
   Maybe this can wait.

Frank signals encouragement as Melvin opens the door.

 	  SIMON
   I found Verdell, Mr. Udall.

 	  MELVIN
   Well, that's a load off.

Melvin walks back into the apartment and is about to 
close the door when Simon has another burst of bravery.

 	  SIMON
   Did you... do something to him?

 	  MELVIN
   Do you realize that I work at 
   him?

 	  SIMON
     (eyes downcast)
   No, I didn't.

 	  MELVIN
   Do you like to be interrupt when 
   you are danging around in your 
   little garden?

 	  SIMON
   No...  actually, I even shut the 
   phone off and put a little piece 
   of cardboard in the ringer so no 
   one can just buzz me from d... 

 	  MELVIN
   Well, I work all the time. So 
   never, never again interrupt me. 
   Okay? I mean, never. Not 30 
   years from now... not if there's 
   fire. Not even if you hear a thud 
   from inside my home and a week 
   later there's a smell from in 
   there that can only come from a 
   decaying body and you have to hold 
   a hanky against your face because 
   the stench is so thick you think 
   you're going to faint even then 
   don't come knocking or, if it's 
   election night and you're excited 
   and want to celebrate because some 
   fudge-packer you dated has been 
   elected the first queer President 
   of the United States... and he's 
   going to put you up in Camp David 
   and you just want to share the 
   moment with someone...  don't knock
   ...  not on this door. Not for 
   anything. Got me. Sweetheart?

 	  SIMON
   Yes. It's not a subtle point 
   you're making.

 	  MELVIN
   Okay, then.

Melvin enters his apartment and slams the door shut.

 	  SIMON
   So the theory of confrontations is 
   that now he'll think twice before 
   messing with me?

Frank smiles affectionately. Simon turns serious.

 	  SIMON
   He's genuinely upsetting, isn't 
   he?

 	  FRANK
   Won't worry about it. You go 
   ahead.

Frank waits till Simon EXITS SCENE and then knocks loudly 
on Melvin's door. There is a sharp change in his demeanor.

 	  MELVIN (O.S.)
   Oh, I'm pissed!! Now I am really 
   pissed!!!

Frank waits patiently as Melvin jerks his door back open. 
Frank immediately grabs Melvin by his shirt and jerks him 
forward...  Melvin is scared. Operating on survival mode.

 	  MELVIN
   No touch. No touch. No touch.

 	  FRANK
   You may think you can intimidate 
   the whole world with your 
   attitude, but I grew up in Hell. 
   My grandmother had more attitude. 
   You don't intimidate me.

 	  MELVIN
     (calling)
   Police! Police! Fucking crooked 
   police...  doughnut-munching morons 
   help me!
     (to Frank)
   Assault and battery and you're 
   black.

 	  FRANK
   Shhhh now. I like Simon. I like 
   him enough to batter you 
   unrecognizable if you verbally 
   abuse him or so much as touch his 
   dog again. Meanwhile, I'll try 
   and think how you can make this up 
   to him.
     (suddenly loud)
   I hate doing this. I'm an art 
   dealer.
     (beat)
   Have a nice day. Party!

He tosses Melvin back and walks out. Melvin straightens 
his shirt as he steps out into the hall. Frank smiles as 
he re-enters the other apartment. Melvin appears 
impressed.

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

A crowded and dirty street and here comes Melvin. His 
walk is brisk -- an animal wanting to pass through the 
danger without giving off the scent of its mounting fear. 
At times he places his palms together and extends his 
arms cutting a path through people. We will be very 
pointed in the fact that he avoids stepping on cracks.

CLOSER ON MELVIN

His eyes focused on the terrain.

INT. CAROL'S RESTAURANT - DAY

ANGLE ON WAITRESS

CAROL CONNELLY talks with another MOTHER -- a customer. 
You would not guess it, but her working hours tend to be 
the most carefree time of the day. She is telling a 
story about her son for the umpteenth time.

 	  CAROL
     (to the Mother's 
      little girl)
   Look at you, you're all better.

 	  MOTHER
   It's that new medication.

 	  CAROL
   You know all my son's stuff, 
   right?

The Mother nods too sympathetically that she does, but 
Carol interrupts her.

 	  CAROL
   No, no, no, I got a date tonight. 
   I'm walking out the door this 
   morning and he says to me, 'Mom, 
   I promise not to get one of my 
   fevers or coughs during your 
   date.'

 	  MOTHER
   Isn't that sweet.

 	  CAROL
   Little blonde angle.
     (to child, 
      affectionately)
   Eat everything.

Melvin enters and moves past several empty tables to a 
table towards the back and is obviously surprised to find 
a MAN and WOMAN sitting at the table.

 	  WOMAN
   It just came out of me. I said 
   you love me the way a remote 
   control loves a TV. As long as I 
   switch every time... 

 	  HER MALE COMPANION
   Wonderful.

 	  MELVIN
   People who talk in metaphors can 
   shampoo my crotch.
     (on their look)
   Eat up.

They turn away -- Melvin walks a few paces to the 
waitress station where two waitresses, LISA and CAROL, 
are talking.

 	  LISA
   Pay me back next week.

 	  CAROL
   I owe you. I told you today... 
   them's the rules. Oh, excuse me, 
   Melvin.

She puts two hands lightly on his waist to move him out 
of the way. He gulps at the contact (since no one else 
ever touches him) but covers his self-consciousness.

 	  MELVIN
   I'm starving.

 	  CAROL
     (firmly to Lisa)
   Will you please take it?

Melvin intentionally moves a step in her path, with 
stealth, so that she must touch him again to get him out 
of the way... 

 	  LISA
   This way you take a cab home so 
   you have time to get ready for the 
   date.

 	  CAROL
   "Ready" is not my problem.

She barks a mirthless though hearty laugh. If we could 
read Melvin which we can't, we'd see him unsettled by the 
date talk. To Carol he is as harmless as furniture.

 	  CAROL
     (to Melvin)
   Go sit down. You know you're not 
   allowed back here...  Spencer's 
   more excited about it than I am... 
   He says, "Mom, I promise not to 
   get a fever or couch during your date."

The other WAITRESSES and the SHORT ORDER COOK all go 
"awww."

 	  CAROL
   I know. He's just the best.

 	  MELVIN
   I've got Jews at my table.

 	  CAROL
   It's not your table. It's the 
   place's table. Behave. This 
   once, you can sit at someone 
   else's station.

The two waitresses signal their protests.

 	  CAROL
   Or you can just wait your turn... 

Melvin walks back into the restaurant proper...  he hangs 
near their table...  his discomfort builds in this limbo... 
then:

 	  MELVIN
   How much more you got to eat? 
   Your appetite isn't as big as 
   your noses, is it?

 	  WOMAN
   What?!!

 	  MAN
     (to Woman)
   Let's go --

The Woman starts to protest.

 	  MAN
   Let's leave. We're going.

Melvin sits down at the table -- and takes from his 
pocket a plastic eating utensil set wrapped and sealed. 
As he opens his utensils.

 	  CAROL
   Bryan says he doesn't care how 
   long you've been coming you ever 
   act like this again you're barred 
   for life. I'm gonna miss the 
   excitement, but I'll handle it.

There is in Carol's attitude toward Melvin some 
ingredient of self-satisfaction -- that she is the only 
one in the place who can handle him. She starts to clear 
the table.

 	  MELVIN
   The table's fine if it had some 
   cholesterol on it. Two sausages, 
   six bacon strips, fries, three 
   eggs over easy and coffee.

 	  CAROL
   You're gonna die soon with that 
   diet, you know that?

 	  MELVIN
   We're all gonna die soon. I will. 
   You will. It sure sounds like 
   your son will.

ON CAROL

Stunned. Some crazy street-freak has slipped under her 
perfect guard and momentarily devastated her. Melvin 
senses that he's gone way too far. He wipes his knife.

 	  CAROL
   If you ever mention my son again, 
   you will never be able to eat here 
   again. Do you understand? Give me 
   some sign you understand or leave 
   now. Do you understand me... 
     (adds truthful label)
   you crazy freak? Do you?!?

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

 	  CAROL
   Okay. I'll get your order.

She walks away. Melvin watches her, biting his lower 
lip. He takes some napkins and cleans the table himself.

INT. CAROL'S APARTMENT - NIGHT

She is underneath a YOUNGER, cuter MAN on the living room 
sofa. He is expertly into foreplay. She begins to make 
noises as she responds...  each time startling herself 
with her own noise and trying to reign it in.

She's two women here -- one speeding the pleasure highway 
-- the other -- functional mom so blown away by the 
emergence of this sexy self that she laughs. The Young 
Man stops and looks at her.

 	  YOUNG MAN
   What?

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

His eyes try to burn into hers... She is getting excited 
but doesn't know how to play it...  He pushes one of the 
fingers of the hand caressing her face toward her 
mouth...  She closes her teeth, his fingers attempt 
opening her mouth. She stops him.

 	  CAROL
   Let me just do whatever I do by 
   myself...  I'll catch up to you 
   someplace I promise.
     (as he's put off)
   Oh, no...  don't look like that. 
   No. I'm sorry if I'm a goof.

And so with earnestness and caring, she has transformed 
the sex into something more intimate -- and, talk about 
egg in your beer, hotter. Things are getting wild when 
we hear from the distance a child, SPENCER, CALLING and 
COUGHING.

 	  CAROL
   Kissing...  kissing boys. Oh my.

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

 	  SPENCER (O.S.)
     (softly)
   Grandma, grandma... 

 	  YOUNG MAN
   Maybe you better check.

 	  CAROL
   Like what did you think I was 
   going to do?

INT. HALLWAY/BEVERLY'S ROOM - NIGHT

Pulling herself together she goes off down the hallway... 
she ducks her head into the first bedroom where her 
mother, BEVERLY, is listening to music on headphones... 
she takes them off when she sees Carol, then hears the 
cough.

 	  BEVERLY
   I'm sorry. I was hearing just 
   everything you were doing so I put 
   these on to give you privacy.

Carol now goes into her son's room.

INT. SPENCER'S ROOM - NIGHT

The room is a monument to horrible, sleepless nights... 
two drugstore de-humidifying filters, a nebulizer 
(breathing contraption) a waste basket...  a night stand 
filled with medicine, a blood pressure kit...  along with 
some stacks of seven-year-old toys and a small TV wedged 
into the tiny space.

 	  SPENCER
   I'm sorry.

 	  CAROL
   Don't be silly. How bad?

 	  SPENCER
   Not bad.

Carol feels his head...  that's okay. Then he coughs -- 
trying to suppress it...  then a bigger cough...  they each 
know what that signals...  She brings up a waste basket as 
he throws up...  she comforts him. He apologizes. She 
loves him.

INT. LIVING ROOM - NIGHT

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

 	  CAROL
     (a bit panicked)
   You can't smoke...  He can't take 
   smoke.

He palms the cigarette -- resumes making out -- his hand 
squeezes her breast -- then he stops and looks at his 
hand. She looks down and sees a bit of throw-up he 
picked up while feeling her and then notices him looking 
at her with extreme distaste...  She barks a laugh to 
cover her embarrassment but speaks the truth.

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

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

 	  CAROL
   That'll teach you.

 	  YOUNG MAN
   Don't apologize.

 	  CAROL
     (perturbed)
   That wasn't an apology.

She notices his demeanor -- how he avoids looking at her -- 
how uncomfortable he is.

 	  CAROL
   Hey...  this is just a little throw-
   up -- it's nothing to be so 
   embarrassed about. Really.
     (as he shifts 
      uncomfortably)
   Thanks for the dinner. Let me 
   write down which trains you take 
   to get back.

 	  YOUNG MAN
   No way.

She brightens.

 	  YOUNG MAN
   I'll take a cab.

She deflates as he moves past her.

 	  YOUNG MAN
   Too much reality for a Friday 
   night.

EXT. HOLLAND TUNNEL - NIGHT

A cold night in hell. Three young men bullshit near the 
approach to the tunnel. Their names are VINCENT, EVAN 
and DOUG, who is the oldest at 28. Vincent is dopey and 
the most likeable of the gritty little trio.

 	  EVAN
   Why is every customer surprised I 
   read books?

 	  DOUG
     (amazed)
   You read books?

 	  EVAN
   Oh, wow! I know this guy! Look! 
   He even bought me dinner.

They all focus on a black BMW as it slows and stops in 
front of them. CARL checks them out carefully through 
the front window. He is talking on the speaker phone.

 	  CARL
     (slightly exasperated)
   Look, I just can't. I promised 
   Simon I'd find him a model.

 	  FRIEND (V.O.)
     (on speaker phone,
      flirting)
   Carl, take me off the speaker. 
   Did I tell you that these are 
   house seats? C'mon, you could use 
   a break. Hello...  Carl, are you 
   there...  hello?

Seeing the hustlers:

 	  CARL
.		    ...  I just found a model.

 	  DOUG
     (to Carl)
   Hey, how it's goin'... 

 	  EVAN
   Hey, hi...  remember?

 	  CARL
   I only need one.

 	  EVAN
   You picked me up, maybe a few 
   weeks, I don't know, some time 
   ago. You were very flattering 
   about our...  encounter.

 	  CARL
   Maybe just you and me...  but this 
   is for a painting. I need a 
   pretty face.

Carl beckons to Vincent who joins him, trying to conceal 
his pride at winning this lowest end of beauty contest.

INT. SIMON'S APARTMENT - DAY

There is a KNOCK at the door -- Simon crosses to answer. 
He is more relaxed than we've seen him -- a man at peace 
humming to his favorite music, talking to his dog who 
scratches at the door. Simon opens the door to Vincent.

 	  SIMON
   Sorry, I was out in the studio 
   doing some work and I forgot about 
   our appointment.

He leads the way back toward the studio -- chatting away 
-- unaware that Vincent is disrobing as he follows him 
and eyeing the expensive apartment.

 	  SIMON
   I usually make such a big deal out 
   of picking models but Carl's so 
   thorough. I'll bet he drove you 
   nuts checking your references.

And he turns and sees the naked model.

 	  SIMON
     (taken aback)
   This isn't a nude.

Vincent moves back to retrieve his clothes.

 	  VINCENT
   Just kidding around.
     (then mutters)
   So much for love.

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

Vincent is striking blatantly sexual poses to the 
increasingly uneasy Simon.

 	  SIMON
   Exactly what is your previous 
   experience?

 	  VINCENT
   How about that pose?
     (sing-song)
   This is not fun... 
     (then)
   Give me some direction.

Vincent has instinctively put Simon on the defensive. He 
tries not to show it.

 	  SIMON
   Nothing. I just watch till 
   something strikes me. Do anything 
   you think of -- try different 
   thing. Until I say, "hold that 
   pose." Then just try and 
   comfortably hold it.

 	  VINCENT
     (trying another space)
   The fact that you haven't said, 
   "hold it" means I haven't done it 
   right...  is that correct? I 
   haven't done it right?

 	  SIMON
   No...  Okay. What I do is watch 
   and wait for, um... You ever watch 
   someone who doesn't know you're 
   watching...  an old woman on a bus, 
   kids going to school and you see 
   this flash come over them and you 
   know immediately that it has 
   nothing to do with anything 
   external -- that it's in respond 
   to a private thought they just 
   had? They are just sort of realer 
   and more alive. And when you 
   notice it so are you. If you look 
   at someone long enough, you 
   discover their humanity.

Vincent's slack-jawed expression changes. He feels an 
intellectual tingle to be having this conversation.

 	  VINCENT
   I know exactly what you mean.

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

 	  SIMON
   Hold it.

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

INT. RESTAURANT - DAY

Carol and LESLIE, another waitress, are waiting for their 
order at the cappuccino bar. Leslie is telling the story 
of the traumatic audition which may have turned her life. 
Carol is rapt.

As they pass Melvin she does not break stride, nor give 
him notice. Though she is aware of him -- resentfully so 
-- hard not to be since he is giving a moment to moment 
commentary on her every action.

 	  MELVIN
   Clippity clop -- clippity clop -- 
   she has to pretend she doesn't 
   hear me. Listening to the story 
   from the upset friend...  now she 
   drops off the cappuccino and 
   smiles at the putzette who doesn't 
   even say, "Thank you." No, the 
   putzette wanted the whipped cream 
   so back she goes and now she has 
   to pass him again and it's getting 
   tougher to make believe.

 	  CAROL
     (reluctant forgiveness)
   Okay.

Melvin stops -- she passes behind him to deliver an 
uncharacteristic rabbit punch.

 	  CAROL
   What's with the plastic picnic 
   ware? Why not try ours...  afraid 
   it isn't clean?

 	  MELVIN
   I see the help -- judgement call.

 	  CAROL
   Just give yourself a little pep 
   talk. "Must try other people's 
   clean silverware as part of the 
   fun of dining out."

 	  MELVIN
   What's wrong with your son, 
   anyway?

 	  CAROL
   What do you care?

Melvin just looks at her.

 	  CAROL
   He's gotta fight to breathe. 
   His asthma can just shoot off the 
   charts -- he's allergic to dust 
   and this is New York and his 
   immune system bails on him when 
   there's trouble so an ear 
   infection...  Is this bothering 
   you?

 	  MELVIN
     (caught)
   No.

 	  CAROL
   An ear infection can send us to 
   the emergency room -- maybe five, 
   six times a month where I get 
   whatever nine-year-old they just 
   made a doctor. Nice chatting with 
   you.

 	  MELVIN
   His name?

 	  CAROL
   Spencer.

 	  MELVIN
   Okay.

 	  CAROL
     (quietly)
   Spence.

She exits.

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

The greenhouse studio is a busy sanctuary, as Simon puts 
the finishing touches on his painting of Vincent. A beat 
and then a strange figure crosses between the CAMERA and 
the scene -- gone before we can examine him further.

 	  SIMON
   You can put on anything you want 
   now. I might be sort of done 
   here... 

Vincent quickly and expertly picks a CD to meet his 
immediate needs and puts it on -- dying a little at every 
second of silence during the transition... then LOUD 
MUSIC PLAYS...  Vincent even GOOSING the VOLUME. Simon 
does a take -- he gestures Vincent to take it down -- 
which Vincent does.

ANGLE - APARTMENT

where it is not clear that a robbery is in progress -- 
Vincent's two friends from the street sweeping all 
objects into large sacks -- one of them, Doug, pauses 
to look past the terrace to the studio.

 	  DOUG
  Lucky Vinnie -- he's a painting.

INT. SIMON'S APARTMENT, STUDIO - DAY

MUSIC PLAYS -- Simon cleaning up his stuff.

 	  VINCENT
   So you're practically finished, 
   huh?

 	  SIMON
   Yes...  well, there's one more 
   stage -- trying to figure out if 
   it's any good.

Simon sneaks a look at the canvas from another 
perspective...  he focuses -- then the smallest shy nod 
of self-approval -- he's finished. Vincent is desperate 
to distract.

CLOSE ON dog as Verdell awakens, stretches and pricks his 
ears. He moves quickly to the closed door and starts to 
frantically scratch, attracting Simon's attention.

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

 	  VINCENT
   Wait -- I want to see the 
   painting.

 	  SIMON
   Just a second -- he has to go.

 	  VINCENT
   Please!! NO!!!

Simon opens the door and Verdell shoots out like a 
bullet. Vincent pauses before the painting and is thrown 
to see his humanity captured -- to be "immortalized." 

INT. SIMON'S APARTMENT - LIVING ROOM - DAY

Doug and Evan are nearly to the front door as VERDELL 
stops them with a vicious GROWL and BARK.

Simon is distracted -- looking down at his pet so that he 
continues to walk toward Doug and Evan, not noticing 
them -- Vincent, terribly afraid, appears behind Simon.

 	  SIMON
     (to Vincent)
   What's the matter, sweetheart?

He instantly stops. Shocked. Frozen. His eyes on the 
stranger, Doug, looking at him. Now Vincent comes in. 
Doug greets him.

 	  DOUG
   Yo.

Simon turns to Vincent.

 	  SIMON
   Why are you doing this?

 	  VINCENT
   No. No. No. Hey, that painting 
   in there...  I just want to tell 
   you... 

Now Evan appears holding a brass hat rack.

 	  EVAN
     (to Vincent)
   What are you doing? Cruising him?

And he uses the hat rack first as a spear, then as a 
club, as the brief savage attack begins.

ON VERDELL

as he starts to go toward Simon and then scurries back in 
fear. The three attackers leave. Now silence. A single 
BARK from VERDELL.

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

A mass of OFFICIAL PEOPLE clutter the hall as a gurney is 
whisked down to the elevator. It's impossible to tell if 
Simon is awake or dead. Melvin is standing against the 
wall near his door a cop, RAY, interviewing him.

 	  RAY
   Okay. So you call 911 and don't 
   leave your name -- even a dumb 
   geezer should know that emergency 
   automatically pulls up your name. 
   How come you make a mistake like 
   that?

 	  MELVIN
   How come you're pretending to do 
   cop work -- 'cause I don't think 
   you could find your ass if you 
   were spotted the hole.

 	  RAY
     (stunned)
   What?

 	  MELVIN
   Just move on. No one here killed 
   him.

 	  RAY
   Oh, is he dead?

 	  MELVIN
   Ask him.

 	  RAY
   We will if we can and if we can't, 
   we'll come back and ask you again 
   and again.

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

Frank standing upset, anxious, holding a dog bowl, a 
leash and VERDELL, who is more upset making pathetic 
little CRYING SOUNDS.

As we FOCUS BRIEFLY ON Verdell...  Frank is talking to the 
Sweet-Faced Woman.

 	  SWEET-FACED WOMAN
   I've been praying for him since I 
   heard.

 	  FRANK
   So I've got to get to the 
   hospital. If you could take the 
   dog just for tonight.

 	  SWEET-FACED WOMAN
   Oh, Lord -- I've got all these 
   antique knick-knacks...  Or else 
   I'd be glad... 

 	  FRANK
   Maybe if you kept locked in 
   the bathroom. No? Okay. Thanks.
     (as he turns away and she 
      closes the door he adds)
   Old bitch...  Damn dog.

A short laugh makes us realize that Melvin has witnessed 
and enjoyed Frank's hostile mutterings... 

VERDELL starts WHIMPERING as a pissed Frank approaches 
his mugger:

 	  FRANK
   You're taking him...  yes...  you're 
   taking him -- this will clear the 
   books. One night. You want to 
   say "no" to me? Try...  because 
   I've never felt as nuts as I do 
   right this second. I almost want 
   you to try saying "no."

 	  MELVIN
     (quietly)
   I'm not saying nothing to you.

 	  FRANK
   Thanks for looking after him.

Frank pushes open the door to Melvin's apartment and 
places Verdell inside.

INT. MELVIN'S APARTMENT - NIGHT

MUSIC IN: as Frank pulls the door partially closed to 
block Verdell's escape.

The music represents Verdell's state of mind -- trapped 
in the apartment of the man who tried to kill him. We 
STAY with the dog during the O.S. dialogue: As his head 
turns in panic we see his various POVs as the dialogue 
continues O.S.

 	  MELVIN (O.S.)
   Hey, where are you going? You 
   can't do this.
     (calls after Frank)
   I can't take a dog.
     (a confession)
   Nobody's ever been in here before.

 	  FRANK (O.S.)
     (threatening)
You don't want to mess with me 
today. I'll figure something else 
out tomorrow.

INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

 	  MELVIN
   You're dead!!

VERDELL STOPS -- gives Melvin wide berth -- slinking 
along the far wall. Melvin finds Verdell's fear of him a 
bit calming.

 	  MELVIN
   I don't have dog food. And I 
   won't want dog food here. You'll 
   eat what we have. You'll eat what 
   we eat.

Melvin exits. Verdell is in a major funk.

INT. MELVIN'S APARTMENT - KITCHEN - NIGHT

Melvin breaks two eggs over a large pile of prime chopped 
meat, sticks raw pieces of bacon into it and exits the 
room.

 	  MELVIN
   Don't you touch anything.

INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

Verdell cringing as his new master approaches -- MUSIC 
CONTINUES ominously. Melvin sets the bowl down and 
exits...  Verdell breathes excitedly though looking 
alternately in all directions... his recent past making 
him suspect this feast is a trick. He sniffs 
cautiously -- then dives in -- GOTHIC MUSIC CHANGING on a 
dime TO SCORE his RAPTURE... from O.S. we hear the sound 
of RUNNING WATER as steam escapes the bathroom -- then 
MUSIC OUT -- as Melvin returns...  ignoring Verdell he 
sits at the piano and his one key repeatedly. It's odd. 
Verdell shifts his body so he is eating from the bowl 
with his tail to Melvin. Then Melvin begins to play and 
sing Monty Python's "Always Look On The Bright Side Of 
Life," with its cheerful whistle refrain. Verdell looks 
over with surprise and pleasure. But just as mood lifts 
and warmth threatens, Melvin stops abruptly, turns out 
the lights and exits.

INT. HOSPITAL CORRIDOR - DAY

Frank on the phone.

 	  FRANK
     (into phone)
   Put the solid red dots on three of 
   them and the hold blue dots on two 
   others...  Well, we're not going to 
   sell anything if they know we're 
   two weeks into a show and have no 
   sales. No, you can't reduce a 
   price at this stage...  We're in 
   free fall here. Any calls?

 	  JACKIE
   We can see him.

 	  FRANK
   I'll meet you in there.

INT. HOSPITAL ROOM - DAY

As Jackie enters.

 	  JACKIE
   How you doing, great one?

 	  SIMON
   I haven't looked at myself yet. I 
   figured I could tell from your 
   reaction.

He turns toward her. Much of his body -- taped -- his 
painting hand wrapped. Simon's face is something of a 
horror. Swollen, one savage discolored cut. We are into 
yuccchhh...  The sight is a jolt. Jackie breaks into 
tears...  sobs, actually.

 	  SIMON
   That bad, huh?

They share a helpless half-laugh -- then Frank appears in 
the doorway.

 	  FRANK
   Hey, hey... 
     (as he sees him)
   Haaa...  bad but temporary. The 
   nurses say it's much better than 
   you looked three weeks ago...  the 
   hand will come back...  they're 
   sure... 

 	  SIMON
   Jackie, will you hand me the 
   mirror?

 	  JACKIE
     (a small voice)
   No.

She starts to hand him a large mirror from her purse -- 
then thinks better of it.

 	  JACKIE
   Wait, I have a smaller one.

But he holds out his hand and she gives him the mirror -- 
he starts to look -- then thinks better of it.

 	  SIMON
   So, what's new anyway? How's 
   Verdell?

 	  FRANK
     (sheepish)
   Your neighbor -- Udall -- is 
   taking care of him.

 	  SIMON
     (suddenly alive and upset)
   How could you do that? He'll hurt 
   him.

 	  FRANK
   No, I promise...  not a chance. I 
   own this guy. There was no one 
   else. I'm on the move too much. 
   Trust me.

 	  SIMON
   You are very certain my dog is 
   okay...  because you have no 
   idea... 

 	  FRANK
   Yes. Your dog is fine, Simon.

Simon holds the mirror poised for a moment of discovery, 
then he takes a breath -- like someone about to dive 
underwater. First a small, mumbled pep talk to himself.

 	  SIMON
   Okay, waiting gives the devil 
   time. Now!

He quickly brings his hand up and looks at the mirror...  
he is startled -- the bottom drops out -- leaving him 
awed by his misfortune.

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

EXT. CAROL'S RESTAURANT - DAY

AN ESTABLISHING SHOT FEATURING Verdell tied up in front.

INT. CAROL'S RESTAURANT - DAY

Melvin finishing a plate of eggs, bacon and sausage with 
his plastic knife and fork. Carol looks totally beat as 
she sets down a cup of coffee. Melvin is craning 
periodically to keep an eye of his dog.

 	  CAROL
   So what are you doing with a dog?

 	  MELVIN
   Suckered in. Set up. Pushed 
   around.

 	  CAROL
   You're not worried that someone 
   might take him?

 	  MELVIN
   Well, not until now -- for 
   Christ's sake.

 	  CAROL
   Sorry.

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

He changes tables for the first time ever so that he can 
keep an eye on Verdell. Carol is amazed.

 	  CAROL
   You know he's a little dog. Next 
   time, if Bryan's not here, you can 
   bring him in.

 	  MELVIN
   How old are you?

 	  CAROL
   Oh, please... 

 	  MELVIN
   If I had to guess by your eyes, 
   I'd say you were fifty.

Carol looks at him.

 	  CAROL
   And if I had to guess by your 
   eyes. I'd say you were kind. So, 
   so much for eyes. But as long as 
   you bring up age...  how old are 
   you?

 	  MELVIN
     (quickly)
   Otherwise, you're not ugly.

 	  CAROL
     (laughs out loud)
   Okay, pal...  I accept the 
   compliment, but go easy -- my 
   knees start a-knocking when you 
   turn on the charm full blast.

 	  MELVIN
   What's with the dark?

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

 	  CAROL
   Dawn patrol -- major dawn patrol. 
   My son had a full blown attack. 
   And this time, for extra fun, they 
   gave us the wrong antibiotics, so 
   I get him home... 

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

 	  MELVIN
   No...  no...  leave it...  the 
   bacon's for the dog.

She is jolted by the insensitivity of his interruption, 
but he doesn't notice, turning, almost chatty.

 	  MELVIN
   Last week I was playing the piano 
   for him and he likes it, and so I 
   decide I'm going to make a little 
   joke... 

 	  CAROL
   You all set here?

Melvin nods -- a bit frustrated about not being able to 
finish his dog story. He pockets the remaining bacon.

EXT. NEW YORK STREET - DAY

As Melvin walks Verdell back home, we notice, perhaps a 
beat before Melvin, a remarkably event. Verdell is 
avoiding the cracks in the sidewalk.

 	  MELVIN
   It's a beautiful day for our walk.

Melvin slows -- observes the dog mirroring his behavior.

ON VERDELL

again carefully placing his paws to avoid a crack in the 
sidewalk. Melvin laughs out loud -- puts on plastic 
gloves hurriedly so he can lift the dog to eye level.

 	  MELVIN
   Don't be like me, don't you be 
   like me. You stay just the way 
   you are because you are a perfect 
   man. I'm gonna take you home and 
   get you something to eat...  what 
   you love.

ANOTHER ANGLE

 	  FEMALE PASSERSBY
     (charmed)
   Ohhh. I'd like to be treated like 
   that.

 	  MELVIN
     (all smiles to Verdell)
   Let's go home and do some writing.

INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

Melvin whaling away at his computer, reading to himself 
with great satisfaction as he goes.

Verdell sits at his chair, fascinated by the speed of his 
master's fingers on the keyboard. He reads his writing 
aloud to the dog.

 	  MELVIN
   "He turned off the gas jets and 
   carried her outside. He kissed 
   her brow and when her eyes opened 
   and found him, he said, 'there are 
   easier ways to break a date.' She 
   laughed. The only sensible 
   ambition he had ever known was now 
   realized. He had made the girl 
   happy. And what a girl. 'You've 
   saved my life,' she said, 'you'd 
   better make it up to me.'"

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

 	  MELVIN
     (singing to Verdell)
   Done!
     (playing with him some)
   Yes, I hate the doggy...  yes, I 
   hate the doggy.

He exits.

 	  MELVIN (V.O.)
   Sixty-two books... done!

As the dog goes shooting off to the kitchen we leave our 
couple's play time for... 

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

As the rookie invalid awakens in precisely the same foul 
mood he'd had on falling asleep. In the living room, the 
maid, NORA, is talking with Jackie -- we catch only a few 
words as they review Simon's mounting pile of bills and 
talk of how long Nora can stay on.

INT. NEW YORK APARTMENT BUILDING - HALLWAY - DAY

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

 	  FRANK
   How's Verdell doing?

 	  MELVIN
   He's a pain in the ass.

As he looks over at the dog, Verdell trots over and, 
without realizing it, Melvin smiles at him to Frank's 
surprise.

 	  FRANK
   Simon's home. I was sort of 
   hoping you could keep the dog 
   until he's had a chance to think 
   and adjust... 

 	  MELVIN
     (leaping at the chance)
   It's been five weeks...  another 
   few won't kill me.

 	  FRANK
   No. He wants him back. He'll be 
   by tomorrow.

 	  MELVIN
     (too loudly, weirdly)
   Okay by me.

Frank exits.

INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

Melvin sits -- Verdell looks up at him. Melvin walks to 
the door. He turns the lock... then checks that they are 
locked...  checks again to make sure he turned them in the 
correct direction...  turns from the door...  then back to 
check once more. And again...  and again...  anguished, 
until now he breaks briefly, the dog looking on.

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

Melvin opens the door -- looks at the scarred Simon in a 
wheelchair and shudders... 

 	  MELVIN
   That's some face they left hanging 
   on you. You look like... 

 	  SIMON
     (interrupting)
   Could you take it just a little 
   easy, Mr. Udall?

A beat of silence as Melvin thinks whether to comply.

 	  SIMON
   Thank you. Verdell...  sweetheart?
     (to Melvin)
   By the way, thanks for saving me.

 	  MELVIN
   I called. I never touched you. I 
   didn't leave my name or nothing.

 	  SIMON
     (not listening)
   Verdell?

ON VERDELL

Totally weirded out...  hiding behind Melvin...  now Melvin 
shifts and Simon and Verdell see each other...  Simon 
smiles at the dog...  he is emotionally caught up in the 
reunion.

 	  SIMON
   Hi, sweetheart.

Verdell isn't eager.

ON SIMON

The first gnawing pains of rejection.

INT. SIMON'S APARTMENT - DAY

Simon pats his leg -- trying unsuccessfully to get 
Verdell to approach him. Instead the dog goes to the 
door and scratches at it. Jackie starts to pick the dog 
up.

 	  SIMON
   No. Please, don't force him.

 	  JACKIE
     (to dog)
   You little stinker. He's given 
   you everything.

INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

MELVIN'S POV

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

BACK TO SCENE

Melvin's lips compress... he sits on the piano bench and 
hits a few keys...  looks at Verdell's empty spot again...  
there are those who "get the joke" -- Melvin is clearly 
one -- he laughs suddenly and helplessly even as he feels 
the panic rise in him... 

...  all his painstaking success in keeping the lid on and 
now it threatens to blow for a reason he articulates.

 	  MELVIN
   Over the dog...  an ugly dog.

It's hilarious. But now the humor detours. An actual 
sob is choked back...  he gets up -- following a definite 
pattern across the room. He is conducting a small but 
highest-stakes fight for survival. Momentarily a scared, 
beaten middle-aged man -- he races out the door.

EXT. NYC STREETS - DAY

Melvin charging as fast as crack checks allow and then 
turning into a building with a copper sign reading 
"Grammercy Park Psychiatric Group."

 	  MELVIN
   Worst sidewalk in New York and 
   look where they put in.

INT. PSYCHIATRIST'S OFFICE - DAY

Melvin bursts in on the psychiatrist and emits one word.

 	  MELVIN
   Help!

 	  DOCTOR
   If you want to see me you will not 
   do this. You will make an 
   appointment... 

 	  MELVIN
   Explain to me how you can diagnose 
   someone as "obsessive compulsive 
   disorder" and then act like I have 
   any choice in barging in.

 	  DOCTOR
   There's not going to be a debate. 
   You must leave.

The Doctor moves into the hallway, forcing Melvin to 
follow.

 	  MELVIN
   You said you could help me -- 
   what was that -- a tease?

 	  DOCTOR
   I can help you if you take the 
   responsibility to keep regular 
   app --

 	  MELVIN
     (suddenly)
   You changed the room around... 

 	  DOCTOR
   Two years ago... 

Melvin shakes his head -- as if things weren't bad enough 
he must go through a careful exercise noting every new 
element before he's at all comfortable... as he studies 
each object. The Doctor is professionally intrigued 
despite himself.

 	  DOCTOR
   I also regrew my beard...  but 
   you're not interested in changes 
   in me... so it's like I always 
   told you...  when it comes to 
   people you... 

 	  MELVIN
   Shhhhhhh. I don't have this 
   mountain of available time...  I 
   got to get to my restaurant on 
   time. Do you know how hard it is 
   for me to be here?

 	  DOCTOR
   Yes.
     (as Melvin starts 
      for the office)
   No.

INT. PSYCHIATRISTS' WAITING ROOM - DAY

More PATIENTS in the almost-crowded waiting room. Melvin 
passes through -- visibly drawn and upset. He stops. 
Eyes on them. Then:

 	  MELVIN
     (to other patients)
   What if this is as good as it 
   gets?

They look stricken. He exits.

INT. CAROL'S RESTAURANT - DAY

As he walks to his booth and sits down. Enormous relief. 
CHERYL, a heavy-set waitress, reluctantly moves to his 
table -- unseen by Melvin as he takes out his utensils 
and arranges them. In a corner booth, four big TRANSIT 
AUTHORITY POLICE are having a meal together. Cheryl 
looks at his utensils.

 	  CHERYL
   What the heck are those for?

 	  MELVIN
   No. No. Get Carol.

 	  CHERYL
   I'm filling in. We don't know if 
   she's coming back. She might have 
   to get a job closer to home.

 	  MELVIN
   What are you trying to do to me?

 	  CHERYL
   What the heck do you mean?

 	  MELVIN
   Hey, elephant girl, call her or 
   something...  just let her do my 
   one meal here. I'll pay whatever. 
   I'll wait.
     (as she doesn't 
      budge; he screams)
   Do it!!!

The MANAGER comes over, gesturing to the table of police 
that he can handle it. All attention is on Melvin.

 	  MANAGER
   Out. Be silent or leave.

 	  MELVIN
   I'll be quiet. Just let me wait. 
   No problem. Get her here -- have 
   her get me two sausages, four 
   bacon, two eggs over easy and 
   coffee. I'm not a prick here -- 
   I'm a great customer. This day is 
   a disaster. I can't handle this, 
   too.

 	  MANAGER
   Get out immediately or there's 
   going to be trouble.

Melvin looks at the police, sizes up the hopeless 
situation and rises.

 	  MELVIN
   There's going to be trouble???

He walks toward the door as Cheryl and all the other 
employees applaud his defeat. As he passes a BUSBOY near 
the door he hands him 20 dollars.

 	  MELVIN
   Carol's last name?

 	  BUSBOY
   Connelly.

EXT. BROOKLYN STREET - DAY

An uncomfortable Melvin sitting in the back of a taxi.

MELVIN'S POV

A neighborhood in Brooklyn -- a community. Melvin, ever 
the shark observer, looks from the cab to see slices of 
community life -- MEN in front of a bar, PARENTS giving 
their CHILD a ride on a mechanical horse outside a local 
store -- two YOUNG WOMEN discuss dating.

EXT. CAROL'S BUILDING - DAY

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

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

Carol opens the door just as he arrives on her landing. 
She holds a container of ice, washclothes and a 
thermometer.

 	  MELVIN
   I'm hungry.
     (on Carol's astonished 
      look)
   You've upset my whole day. I 
   haven't eaten.

 	  CAROL
   What are you doing here?

Melvin ignores the question, instead answering a charge 
he had imagined she might make... 

 	  MELVIN
   This is not a sexist thing. If 
   you were a waiter I would still be 
   here saying... 

 	  CAROL
   Are you totally gone? This is my 
   private home... 

 	  MELVIN
   I am trying to keep emotions out of 
   this. Even though this is an 
   important issue to me and I have 
   strong feelings about the subject.

 	  CAROL
   What subject? That I wasn't there 
   to take crap from you and bring 
   you eggs? Do you have any control 
   over how creepy you allow yourself 
   to get?

 	  MELVIN
   Yes, I do, as a matter of fact... 
   and to prove it I have not gotten 
   personal and you have. Why aren't 
   you at work? You're not sick -- 
   you don't look sick... just very 
   tired and bitter.

 	  CAROL
   My son is sick, okay?

Even saying the sentence, "My son is sick" pushes some 
emotions toward the surface which are wasted on the crazy 
man at her threshold.

 	  MELVIN
   What about your mother?

 	  CAROL
   How do you know about my mother?

 	  MELVIN
   I hear you talk when I'm 
   waiting!!!

She crosses to the sink to dump the ice. Melvin takes a 
step inside. Spencer, seven and looking ill, walks into 
the room.

 	  CAROL
   Sorry, honey...  I'll be right 
   there.

 	  MELVIN
     (uncomfortably)
   How ya doing?

Spencer just stares at him.

 	  MELVIN
     (miffed)
   You should answer when someone 
   talks to you... 

Carol eyes Melvin with disgust and disbelief then 
emphatically gestures him to "clear out." Melvin backs 
out the door.

 	  CAROL
   Sorry. There is a limit, Melvin, 
   and I can't handle you teaching 
   my son manners.

She closes the door in his face, then walks to her son 
and leads him back to his room.

INT. SPENCER'S ROOM

CAMERA MOVES TOWARD mother and son sitting on the edge of 
Spencer's bed. She holds a digital thermometer to his 
ear. They both count down the seconds.

 	  CAROL AND SPENCER
   5...  4...  3...  2...  1...  Bingo.

 	  SPENCER
   104.9

 	  CAROL
   We are going to treat ourselves to 
   a cab ride.

EXT. BROOKLYN SIDEWALK - ANGLE ON CAROL - DAY

As Carol carries her young son through a class of 
uniformed KIDS from a Catholic elementary school. She 
spots Melvin about to enter a cab.

 	  CAROL
   Melvin, wait!

The school kids pick up the chant in unison.

 	  SCHOOL KIDS
   Melvin, wait! Melvin, wait! 
   Melvin, wait!

He turns to face them.

 	  MELVIN
   Shut up, kids!

They immediately obey as Carol approaches him.

 	  CAROL
   Melvin...  give us a lift. We've 
   got to go see our friends at the 
   hospital.

Melvin is thrown...  he pauses a beat...  then holds the 
rear door open as Carol hustles the kid inside. The 
maneuver puts the beet red, sweating Spencer at his face.

 	  MELVIN
   I'll ride up front. Cover your 
   mouth when you cough, kid.

INT. BROOKLYN CAB - DAY

As they settle in and drive off.

 	  CAROL
   Brooklyn Presbyterian Hospital, 
   please and quickly please.

EXT. HOSPITAL EMERGENCY ROOM - DAY

As Carol enters the hospital.

 	  CAROL
     (calling back)
   I owe you three dollars.

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

 	  MELVIN
   Yeah, yeah...  any chance you'll 
   get back to work today?

 	  CAROL
     (furiously)
   No!!! Stay away from me!

INT. SIMON'S APARTMENT - DAY

Verdell lies just inside the front door whimpering for 
Melvin. Jackie sits across from Simon's wheel chair...  
she has some index cards in her laps which she 
occasionally consults and shuffles.

 	  JACKIE
   I feel terrible that I have to... 
   Simon? Forget about the dog for a 
   second.

Simon forces his attention to Jackie.

 	  SIMON
   Sorry. What are those cards?

 	  JACKIE
     (a bit embarrassed)
   Frank's idea. He thought I should 
   have notes so I did this right... 
   maintained focus, didn't get 
   emotional and tried not to terrify 
   you.

 	  SIMON
     (scared shitless)
   Terrify me?

 	  JACKIE
   See, he's right. I need the 
   cards.
     (reading from cards)
   Simon, you're broke.

ANGLE ON VERDELL

as their conversation continues -- the dog is distressed.

 	  JACKIE (O.S.)
   The medical bill are 61 thousand 
   now. I've spoken to your parents 
   and they didn't hang up or 
   anything -- they just said they 
   would feel strange calling you.

 	  SIMON (O.S.)
   Well, I can't reach them.

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

 	  SIMON
     (to Verdell)
   Here, baby...  what is it, 
   Verdell?...  You miss the tough 
   guy... 
     (trying to be 
      Melvin-like)
   Well, here I am, you little pissant 
   mop, happy to see me? How about 
   another ride down the chute? Oh, 
   God...  I don't mean it, 
   sweetheart... 
     (on Jackie's look)
   I'm sorry. I know... 

Verdell hides behind a chair.

 	  JACKIE
   Frank loves you. You know that... 
   but I've spoken to him and he 
   feels that --
     (reading from card)
   -- as a businessman, with limited 
   resources... 

 	  SIMON
   I'll be able to keep my apartment 
   and studio, won't I?...  Just tell 
   me.

As Jackie looks at him then thumbs for a card.

 	  SIMON
     (overwhelmed)
Wow... 

Verdell has come near him -- he reaches out a hand to pet 
the dog and the dog ducks.

INT. MELVIN'S APARTMENT - DAY

He is trying to write. He can't. His world has been upset. 
He walks away from his work -- a highly unusual act. He 
is distressed -- and then an idea and he exits.

INT. PUBLISHER'S OFFICE - DAY

We are looking at ZOE, the receptionist. She is listening 
with interest to an O.S. conversation while answering 
phone calls, "Premier Publishing."

 	  FEMALE EXECUTIVE (O.S.)
   Yes, you write more than anyone 
   else. Yes, you make us a lot of 
   money, but isn't there someone 
   more appropriate to... 

 	  MELVIN (O.S.)
   I need this. Just say, "Melvin, 
   I'll try," okay?

 	  FEMALE EXECUTIVE (O.S.)
     (resigned)
   Melvin, I'll try.

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

 	  FEMALE EXECUTIVE
   Now, on a pleasant note, our son 
   got accepted at Brown. My 
   husband... 

 	  MELVIN
     (curtly)
   Great, wonderful. I don't need 
   you to wait with me.

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

 	  ZOE
   I can't resist. You usually move 
   through here so quickly and I have 
   so many questions I want to ask 
   you. You have no idea what your 
   work means to me.

 	  MELVIN
   What's it mean?

 	  ZOE
   That somebody out there knows what 
   it's like to be... 
     (taps her head and heart)
   in here.

 	  MELVIN
   Oh God, this is like a nightmare.

 	  ZOE
   Aw come on, just a couple of 
   questions -- how hard is that?

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

 	  ZOE
   How do you write women so well?

 	  MELVIN
     (as he turns 
      toward her)
I think of a man and take away 
reason and accountability.

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

EXT. STREET NEAR CAROL'S BUILDING - DAY

A depleted, exhausted Carol approaches her home. She is 
suddenly wary -- SOUND DIALED DOWN -- as we MOVE CLOSER.

CAROL'S POV

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

BACK TO SCENE

As Carol breaks into a run.

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

As she bounds the stairs, comes to her apartment door and 
jiggles with the keys, a strange prescient whimpering 
sound coming from her. As she enters the apartment.

 	  CAROL
   Hello? Hello?

 	  VOICE (O.S.)
   Mrs. Connelly, I'm in here.

The worst confirmed, she moves down the narrow hallway, 
her innards squirting the same chemicals that drives elk 
on opening day of the hunting season.

INT. SPENCER'S ROOM - DAY

 	  CAROL
   What? Please? Now? Tell me?!

 	  DR. BETTES
   Mrs. Connelly. I'm Martin Bettes
   ...  Dr. Bettes.

 	  CAROL
   Not your name...  what are you 
   telling me your name for!! Where 
   is he?

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

 	  CAROL
     (overlapping)
   Tell me how bad it is. I let him 
   go out last night when it was so 
   cool without an overshirt -- just 
   and underone with just the straps 
   and I know better...  and I let him 
   talk me into it. He was whining 
   and...  you don't need this. Give 
   me a second to catch hold.

And so she does. Wow does she... and gives us some 
notion of the size of her fear demon and the strength it 
takes to subdue it as Dr. Bettes keeps reassuring her and 
she keeps nodding... finally a deep breath as Spencer 
enters from the bathroom. All at hyper speed now. 
Salvation as farce.

 	  SPENCER
     (to his mother)
   Hi... 
     (they kiss)
   Did you know there are doctors who 
   come to your house?

 	  CAROL
   No, I didn't.
     (to Bettes)
   So why are you h... 

Beverly, Carol's mother, enters the room. She is ebullient 
which, if life allowed, would be her natural state.

 	  BEVERLY
   I didn't know you had a secret 
   admire.

 	  CAROL
   Huh?

 	  BEVERLY
   You met the gift.

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

 	  CAROL
     (to Spencer)
   Stay out of this...  Doctor?

 	  DR. BETTES
   My wife is Melvin Udall's 
   publisher.
     (as Carol reacts)
   She says I have to take great care 
   of this guy because you're 
   urgently needed back at work. 
   What work do you do?

 	  CAROL
   I'm a waitress.

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

 	  BEVERLY
   In Manhattan.

 	  VOICE (O.S.)
   Dr. Bettes?

 	  DR. BETTES
   In here.

A NURSE enters.

 	  NURSE
   Sorry it took so long. I don't 
   know Brooklyn.

 	  DR. BETTES
   It's okay, Terry.
     (hands her blood 
      vail)
   Tell the lab I'd like the report 
   back today.

Carol and her mother exchange a look of incredulity.

 	  CAROL
   You're going to get the results 
   today?!

MOVING SHOT

As we approach the doctor and Carol seated across from 
each other at a small table... soft voices...  relaxation. 
Bettes is examining medicine bottles.

 	  DR. BETTES
   How long has he been having 
   problems?

 	  CAROL
   Since forever.

 	  DR. BETTES
   Have they done blood tests on him?

 	  CAROL
   Yes.

 	  DR. BETTES
   Only in the emergency room or when 
   he was well.

 	  CAROL
   Emergency room only.

 	  DR. BETTES
   Have they done skin testing for 
   allergies?

 	  CAROL
   No.

 	  DR. BETTES
   They haven't done the standard 
   scratch test. Where they make 
   small injections into the skin?

 	  CAROL
   No. I asked. They said it's not 
   covered under my plan. And it's 
   not necessary anyway.

 	  DR. BETTES
   It's amazing these things weren't 
   done.

 	  CAROL
   Fucking H.M.O. bastard piece of 
   shit...  I'm sorry...  forgive me.

 	  DR. BETTES
   No. Actually, I think that's 
   their technical name.

 	  CAROL
   Once the tests come back, is there 
   someone I can reach in your office 
   for the results?

 	  DR. BETTES
   Me. My home number is on this 
   card.

 	  CAROL
   His home number.

Carol look at her mother -- they share a laugh. Beverly 
has a hard time stopping.

 	  CAROL
     (to doctor)
   Do you want some juice or coffee 
   or two female slaves?

 	  DR. BETTES
   Water...  Nobody told you it might 
   be a good idea to remove the 
   carpeting and drapes in Spencer's 
   room?

 	  CAROL
   No.

She starts towards Spencer's room.

 	  DR. BETTES
   You don't have to do it this 
   second...  it's not dangerous or 
   anything. It's just something 
   that's advisable. Look, there's 
   a lot to be checked but...  Hey, 
   your son is going to feel a 
   good deal better at the very 
   least... 

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

 	  CAROL
   Doc!!!
     (then)
   So listen, you gotta let me know 
   about the additional costs -- one 
   way or the other we'll... 

 	  DR. BETTES
   They're considerable. But Mr. 
   Udall wants to be billed.

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

INT. SIMON'S APARTMENT - DAY

Simon practices walking using his cane. A tearstained 
Nora hugs him good-bye.

 	  NORA
   You poor, poor man.

 	  SIMON
   Let's use just one poor, okay? 
   Anyway, dear, thanks for 
   everything. Forgive my recent 
   crankiness and as soon as things 
   are on track again I'll call.

She kisses him and starts for the door and suddenly a 
sharp intake of breath -- she's forgotten something.

 	  SIMON
   What's wrong?

 	  NORA
   Who's going to walk Verdell?

Simon hadn't thought of this either.

 	  SIMON
   No, no.

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

Nora holding her things, knocks on Melvin's door. Melvin 
opens the door. Nora is still sniffling. He misinterprets.

 	  MELVIN
   Is he dead yet?

 	  NORA
   No! Would there be any way for 
   you to be willing to walk his dog 
   for him?

 	  MELVIN
   Absolutely.

 	  NORA
   Not just today -- Uh, could you 
   do it -- until, until he gets 
   back on his feet?

 	  MELVIN
   Sure thing.

 	  NORA
   You're a wonderful man. Two 
   o'clock is a good time. Here's 
   the key in case he's asleep. Open 
   the curtains for him, so he sees 
   God's beautiful work and knows 
   that even things like this happen 
   for the best.

 	  MELVIN
   Where'd they teach you to talk 
   like this -- some Panama City 
   "Sailor want to hump-hump bar"? 
   Or was today getaway day and your 
   last shot at his whiskey. Sell 
   crazy some place else -- we're all 
   stocked up here.

He closes the door in her face. She stands there... 
thrown by the abruptness -- then lifts the two paper 
shopping bags holding her things -- walks back toward the 
elevator -- pausing briefly outside Simon's door -- then 
continues on her way.

INT. CAROL'S APARTMENT

The doctor gone, mother and daughter arguing.

 	  CAROL
   There is a seriously goofy man 
   behind this. You are not allowed 
   to block out that fact.

 	  BEVERLY
   Do you really want to go back to 
   the runt doctors in Emergency who 
   keep telling us they can't help?

 	  CAROL
   It lets a crazy man into our 
   lives.

 	  BEVERLY
   Come on. Why fight when we know 
   how it will come out. This isn't 
   like stocking or a string of 
   pearls. You don't send this one 
   back.

EXT. NEW YORK APARTMENT - ESTABLISHING - DAY

INT. SIMON'S APARTMENT - DAY

Shades drawn. Simon is a wheelchair...  the PHONE RINGS. 
He goes to answer... the phone across the bed so that 
reaching for the phone is a brief but difficult 
struggle... he grunts with pain, hope and anxiety as he 
answers.

 	  SIMON
   Hello?...  yes...  sure...  finally, 
   huh? Why, "finally"? Because I 
   called you so many times. Maybe 
   20.
     (relief)
   Oh, boy...  I was hoping it was 
   something like that. You didn't 
   get one of them, huh? 'Cause I 
   mean it wasn't only your office -- 
   it was your home, hotel and the 
   cigar club you like in San 
   Francisco. No -- Sarcastic...  Of 
   course. I believe you. No, don't 
   fire anyone...  Please. Maybe I'm 
   wrong about the 20 times. Take a 
   breath... 
   	    (more)
   So, you miss me a little? Hey, 
   strike the question -- How's the 
   case going? Really. Fantastic. 
   I didn't hear. I haven't been 
   watching. Great. Just great. 
   I'm so happy. Whoopie! Me? 
   Well, I'm mending. No, I look 
   fine. Well, some of the damage 
   might still be noticeable if you 
   look closely... 

He runs a hand across his scarred and still bloated and 
beaten face... 

 	  SIMON
   Carl, I need some help and you're 
   the logical one to turn to.
     (aghast)
   No! Not 'cause I blame you for 
   what happened. I hardly get how 
   you can ever think that. No, I'm 
   not being sarcastic.
     (trying to figure it 
      out)
   I guess because you hired the guy 
   who did this you think...  No, I am 
   a sarcastic person. Well, if 
   you must know, the reason I said 
   you were the logical person is 
   because you always told me how you 
   thought I was this great person 
   who made you feel good about 
   humanity and everything. You do 
   remembering saying that? Well, whew. 
   Okay, so Carl. I hate asking but 
   this money thing is ridiculously 
   serious... 

He picks up an index card from his night stand and takes 
the leap -- reading the text he prepared in advance.

 	  SIMON
   "Will you please loan me money? I 
   will pay you back. I will give 
   you whatever percentage of my 
   income I don't absolutely need 
   until I do. It will take a while. 
   But I don't know what I'll do if 
   you say"... that.
     (as he listens)
   I understand...  yes...  No, I do.
     (a bit of boldness)
   But you know, you know -- you 
   didn't even ask how much, Carl? 
   Well, Frank has no right to 
   discuss how much I'm in hock... 
   no, you're right -- not the point. 
   So...  what have you been up to??? 
   Uh-huh... Oh, the group show...  
   how was it? Well, I'm not 
   surprised that there's that much 
   talent around...  great...  Look -- 
   gotta go...  no, you shouldn't feel 
   that way at all...  take care, you, 
   too...  you, too...  Good-bye.
     (as he hangs up)
   Pal o' mine.

It's very quiet.

LONG SHOT - SIMON

A lonely figure -- who now holds his good hand up to his 
face and appears on the verge of enormous emotional 
release -- CAMERA MOVES TOWARD him as if to rendezvous 
with the moment of catharsis... 

...  but Simon is denied even this small luxury as the 
CAMERA ABRUPTLY ADJUSTS just as he begins sobbing to 
focus on the door opening and Melvin and Verdell entering 
the room.

 	  MELVIN
   Maybe I'll bring him some food by.

 	  SIMON
   Thank you for walking him.

Simon wheels away from Melvin.

 	  SIMON
   If you'll excuse me I'm not 
   feeling so well.

 	  MELVIN
   It smells like shit in here?

 	  SIMON
   Go away.

 	  MELVIN
   That cleaning woman doesn't... 

 	  SIMON
   Please, just leave.

 	  MELVIN
   Where are all your queer party 
   friends?

 	  SIMON
     (his first shout)
   Get out.

Melvin pauses -- Simon weeping... Verdell looks at Simon 
with concern. Melvin is thrown. Moved?

 	  SIMON
   Nothing worse than having to feel 
   this way in front of you?

 	  MELVIN
   Nellie, you're a disgrace to 
   depression.

 	  SIMON
   Rot in hell, Melvin.

 	  MELVIN
   No need to stop being a lady... 
   quit worrying -- you'll be back on 
   your knees in no time.

Simon swings his arm and cast at Melvin -- the sudden 
attack jolts Melvin but not as much as what follows.

 	  SIMON
   Is this fun for you? Well, you 
   lucky devil...  It just gets better 
   and better. I am losing my 
   apartment and Frank wants me to 
   promise to paint hotter subjects 
   and to beg my parents, who haven't 
   called, for help... and I won't. 
   And I don't want to paint anymore.

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

 	  SIMON
   So the life I was trying for is 
   over. The life I had is gone and 
   I am feeling so damn sorry for 
   myself that it is difficult to 
   breathe. Right times for you -- 
   huh, Melvin. The gay neighbor is 
   terrified... 
     (a sudden screamed 
      word surprises them 
      both)
   Terrified...  Lucky you, you're 
   here for rock bottom...  me 
   wallowing in self-pity in front of 
   you, you absolute horror of a 
   human being... 

As Simon works to stop crying, Melvin is weird with 
discomfort.

 	  MELVIN
   Well, I'll do one thing for you 
   that might cheer you up.

 	  SIMON
   Get out.

 	  MELVIN
   Don't piss on a gift, tough guy. 
   You want to know why the dog 
   prefers me...  it's not affection. 
   It's a trick.

Simon looks up, his mood turning on a dime -- he's 
rapt...  Melvin comes and stands by his wheelchair.

 	  MELVIN
   I carry bacon in my pocket.

 	  SIMON
     (pleased)
   Oh, my gosh.

 	  MELVIN
     (hands him bacon)
   Now we'll both call him.

 	  SIMON
   Come on, sweetheart... 

 	  MELVIN
   Yo, yo, yo... 

Verdell goes like a bullet to Melvin... who is totally 
surprised and staggered by the implications. True love 
and such.

 	  SIMON
   Would you leave now, please?

 	  MELVIN
   Stupid dog.
     (to Simon)
   I don't get it.

He exits...  looking apologetically at Simon in stoic 
ruin.

INT. CAROL'S APARTMENT - LIVING ROOM - NIGHT

Carol in bed on the pullout sofa...  She is in turmoil... 
there is THUNDER, but no rain. She walks to the kitchen. 
She is trembling as she drinks a glass of water and exits.

INT. BEVERLY BEDROOM - NIGHT

The room is on an air shaft and this is where Carol 
shares a closet with her mother, who is now asleep.

Carol quietly extracts a dress from the closet, leaving 
her nightgown on the floor. There is something sexy 
here, the woman in Carol churning. She plops on a summer 
dress -- no time for underwear.

EXT. BROOKLYN STREET - NIGHT

Carol seeing a bus and dashing after it.

EXT. MANHATTAN BRIDGE - TWO AM

Carol crossing to Manhattan. She looks as if she's on 
her way to some final exam where she has no notion of the 
subject.

EXT. NEW YORK CITY STREET - NEAR MELVIN'S BUILDING - 
NIGHT (RAIN)

Hot summer night as she gets off the bus and now the 
rains come...  We are in a familiar neighborhood.

ANGLE ON MELVIN AND SIMON'S APARTMENT HOUSE

As Carol consults the slip of paper with the address on 
it.

INT. NEW YORK APARTMENT BUILDING - NIGHT (RAIN)

As she enters building and realizes it's not just that 
she's wet -- the thin summer dress is a winner in any wet 
T-shirt contest...  the fabric clinging to her breasts, 
like the old movie poster of The Deep.

INT. NEW YORK APARTMENT BUILDING - HALLWAY - NIGHT

As Carol passes Simon's door...  stands in front of 
Melvin's apartment -- twists herself to ease nervousness 
and knocks on the door...  then RINGS the BELL. Finally 
Carol hears MUFFLED THROAT CLEARING on the other side 
of the door.

 	  CAROL
   Uh, Udall?

 	  MELVIN (O.S.)
   Carol the waitress?

 	  CAROL
   Yes.

As we hear him unlock the door, Carol looks at her 
breasts and gasps. She grasps the fabric and holds it 
straight out just as Melvin opens the door. His hair is 
static city, standing on end as he periodically gives it 
self-conscious pats.

 	  CAROL
   The doctors had your billing 
   address. I'm sorry about the 
   hour.

 	  MELVIN
   I was working...  can't you just 
   drop me a thank-you note?

 	  CAROL
   That's not why I'm here... 
     (tearing suddenly)
   ...  though you have no idea what 
   it's like to have a real 
   conversation with a doctor about 
   Spencer... 

 	   MELVIN
     (very uncomfortable)
   Note. Put it in the note.

 	  CAROL
   Why did yo do this for me?

 	  MELVIN
   To get you back at work so you can 
   wait on me.

 	  CAROL
   But you do have some idea how 
   strange that sounds??? I'm 
   worried that you did this 
   because... 

She pauses -- the beginning of an extraordinarily long 
silence. Finally.

 	  MELVIN
   You waiting for me to say 
   something?
     (as she shakes her head)
   What sort of thing do you want? 
   Look, I'll be at the restaurant 
   tomorrow.

 	  CAROL
   I don't think I can wait until 
   tomorrow. This needs clearing up.

 	  MELVIN
   What needs clearing up?

 	  CAROL
     (strong and true)
   I'm not going to sleep with you. 
   I will never, ever sleep with you. 
   Never. Not ever.

Melvin's reaction? Well, he'll never get credit for the 
brief but intense inner struggle -- the struggle not to 
scream --

-- not to cry -- to process the sudden and stunning hurt 
during his half turn away from her -- and then answer 
hoarsely.

 	  MELVIN
   I'm sorry. We don't open for the 
   no-sex oaths until 9 a.m.

Carol is amused, surprised...  maybe, in some small way 
ever taken by his style...  but top priority is clarity.

 	  CAROL
   I'm not kidding.

 	  MELVIN
   Okay!!!! Anything else?!?

 	  CAROL
   Just how grateful I am.

Her mission completed -- she turns.

 	  MELVIN
   So you'll be at work?

 	  CAROL
   Yes.

INT. MELVIN'S APARTMENT - NIGHT

It's a 3:22 a.m. as the two digital clocks on Melvin's 
night stand tell us...  He gets up -- the first time we've 
seen his waking routine -- taps one foot on the floor 
twice -- then the other foot -- two more taps and his 
body angles from the bed in a deliberate way.

He is having anxiety. He sits at the piano and plays 
very briefly...  Stops -- wipes some sweat from his 
forehead...  Walks to his computer room -- turns the light 
on and then quickly off...  Walks to his refrigerator... 

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

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

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

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

SIMON'S APARTMENT

 	  MELVIN
   I took a chance you were up.

Simon walks painfully back to a chair.

 	  MELVIN
   I brought you Chinese soup.

 	  SIMON
   Thanks.

 	  MELVIN
   I have never been so tired in my 
   life. Okay, if I sit here?

 	  SIMON
   Got any easier questions?

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

 	  MELVIN
   I haven't been sleeping. I 
   haven't been clear or felt like 
   myself. I'm in trouble. Some son 
   of a bitch is burning my bridges 
   behind my back...  But the 
   tiredness -- boy...  Not just 
   sleepy.

 	  SIMON
   But sick -- nauseous -- where 
   everything looks distorted and 
   everything inside just aches -- 
   when you can barely get up the 
   will to complain.

 	  MELVIN
     (brightening)
   Yeah... 

He feels a touch of community and not knowing where to 
take it from here.

 	  MELVIN
   I'm glad we did this.

He rises and makes an awkward exit.

 	  MELVIN
   Good talking to you.

He exits -- Simon puzzled and concerned.

INT. CAROL'S APARTMENT - NIGHT

Carol seated working on a letter... She is trying to 
express her gratitude... An enormous sheaf of completed 
pages sit next to her... She is so involved she doesn't 
even look up as a young man, SEAN, knocks on the door and 
is let in by Beverly.

They exchange greetings and move inside where we faintly 
hear Spencer greeting him... We MOVE IN and read over 
Carol's shoulder -- "I'm sorry to have gotten sloppy and 
emotional in this letter, but it would have been on my 
conscionce (sic) forever if I didn't tell you how 
gratefull (sic)... "

 	  BEVERLY
   You're not still writing that 
   thank-you note?

 	  CAROL
   I'm on the last page. How do you 
   spell conscience?

 	  BEVERLY
   C-o-n-s-c-i-e-n-c-e. I got Sean 
   from the bakery to baby-sit so 
   let's go out.

 	  CAROL
   I still don't feel safe leaving 
   Spencer with someone. How do you 
   spell it again?

 	  BEVERLY
   Spencer is okay. You'd better 
   start finding something else to do 
   with your free time. If you can't 
   feel good about this break and 
   step out a little... 
     (struts and pumps 
      her arms)
   You ought to get Mr. Udall to send 
   you over a psychiatrist.

 	  CAROL
     (more emotionally 
      than she intended)
   I don't need one 'cause I know 
   what's really going on here. I 
   have to finish this letter or 
   I'll go nuts.
     (looking at paper; 
      weepy)
   This can't be right -- con-
   science.

Carol breathes heavily -- gets control, stopping herself 
on the brink of crying.

 	  BEVERLY
   Carol. What?

Carol is amazed at herself... that she might not be able 
to stem the flow... wide-eyed with apprehension, she 
looks at her mother, who, in return, only nods permission 
for Carol to let it go. A last defiant snort from Carol 
-- and then she is overwhelmed. The headline comes first.

 	  CAROL
   I don't know... It's very strange 
   not feeling that stupid panic 
   thing inside you all the time. 
   Without that you just start 
   thinking about yourself -- and 
   what does that ever get anybody. 
   Today, on the bus there was this 
   adorable couple and I felt myself 
   giving them a dirty look -- I had 
   no idea everything was... 

 	  BEVERLY
   Go ahead.

 	  CAROL
     (great, forceful 
      hand gestures)
   ... moving in the wrong 
   direction... Away from when I 
   even remembered what it was like 
   to have a man to... anything... 
   hold fucking -- sorry -- hands 
   with, for Christ's sake. I was 
   feeling like really bad that Dr. 
   Bettes is married.
     (this next one's 
      tough)
   Which is probably why I make poor 
   Spencer hug me more than he wants 
   to... Like the poor kid doesn't 
   have enough problems. He has to 
   make up for his mom not getting 
   any.
     (weeps at her 
      insight)
   Oh, boy. Who needs these 
   thoughts?

 	  BEVERLY
   Spencer's doing fine. So what are 
   you saying, that you're frustr... 

 	  CAROL
   Leave me be! Why are you doing 
   this? Why are you picking at my 
   sores... What is it that you 
   want?... You want what? What's 
   with you? I hope getting me 
   thinking of everything that's 
   wrong when all I want is to not 
   do this has some purpose.
     (puffy; red; 
      furious)
   What is it, Mom? No kidding.

Slumped, fought out -- Carol gets out one last, naked 
husky voiced question.

 	  CAROL
   What is it you want? What?

 	  BEVERLY
   I want us to go out.

A beat, then.

 	  CAROL
     (simply)
   Okay.

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

As they enter, still wiping away the effects of their 
cry.

 	  CAROL
     (to Sean)
   We're going out.

 	  SEAN
     (looking at their 
      red eyes)
   Looks like fun.

She kisses Spencer -- almost getting involved in what 
he's doing -- then sees her mother waiting.

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

Spencer nods -- involved with Sean. CAMERA FOLLOWS Carol 
as she exits the apartment -- her mother leading. 
Halfway down the stairs, she stops and reverses herself, 
going back to the apartment which she re-enters -- then 
to her son to ask:

 	  CAROL
   Do you love me?

 	  SPENCER
   Uh-huh.

Carol exits.

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

Beverly and Carol walking past the store windows. A 
simple and unprecedented experience in their recent 
lives.

 	  BEVERLY
   Nice to get out, isn't it?

Carol nods tightly... then they wrap arms around each 
other and continue walking, turning into a corner bar.

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

As Carol stands nervously while Lisa finishes reading her 
14-page letter. In the b.g. Melvin and Frank are seated 
at the same table and in earnest conversation. Lisa 
keeps flicking away tears -- a few drops on the pages.

 	   CAROL
   Don't get it wet.

Lisa brushes the paper -- finishes and embraces Carol.

 	  CAROL
   So it's okay?

 	  LISA
   You almost have me liking him. 
   You sure come from the heart. I 
   never knew what you went through 
   with everything.

 	  CAROL
   I wanted him to know how much he'd 
   done.
     (looking over)
   Can you believe he's eating with 
   someone.

ON MELVIN & FRANK

 	  MELVIN
   It's not my dog and this Simon 
   seems to have enough on his mind 
   -- but he did throw up twice and 
   his spark is off.

 	  FRANK
   Sure -- take him to the vet.

 	  MELVIN
   I did. And his stomach is out of 
   whack. So they need him for a 
   couple of days.

 	  FRANK
   Do it.

 	  CAROL
   Melvin.

She self-consciously hands him with the thick envelope.

 	  MELVIN
   What's this?

 	  CAROL
     (sotto)
   A thank-you note for what you did 
   for me.

He hands it back to her deliberately. She takes it and 
walks back to the service area where, embarrassed, 
confused, and messed with -- she tosses the note.

After Carol leaves... 

 	  FRANK
   She's nice.

 	  MELVIN
     (to Frank)
   Really nice. Shouldn't that be a 
   good thing... telling someone, 
   'no thanks required.'

 	  FRANK
   It looks like it really went over. 
   You're sure making the rounds. 
   Simon says you brought him soup 
   last night. I hope he doesn't 
   write you a note.

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

 	  FRANK
   What?

 	  MELVIN
   "What?" Look at you... You sense 
   a mark.

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

 	  MELVIN
   About a dog.

 	  FRANK
   Yeah, but it's all about Simon 
   now... you helped with the dog... 
   And now there are other things. 
   I'm just as concerned as you are 
   about Simon.

 	  MELVIN
   Concerned. I'm just the hall 
   monitor here.

 	  FRANK
   It's not only financial 
   assistance. What he's got to do 
   is go to Baltimore tomorrow and 
   ask his parents for money. It's 
   not going to happen on the phone.

 	  MELVIN
   Yeah. If his parents are alive 
   they've got to help -- those are 
   the rules. Good.

 	  FRANK
   Yes. And tomorrow? I have a high 
   maintenance selling painter coming 
   through... So I'm out. Can you 
   take him?

 	  MELVIN
   Think white and get serious.

Carol enters scene.

 	  FRANK
   Take my car -- a convertible. Do 
   you drive?

 	  MELVIN
     (loudly)
   Like the wind but I'm not doing 
   it.

 	  CAROL
   Getting loud, getting loud.

 	  MELVIN
   He wants me to take his car and 
   his client to Baltimore.

 	  CAROL
   I want your life for a minute 
   where my big problem is someone 
   offers me a free convertible so I 
   can get out of this city.

She exits. Frank prepares to depart.

 	  MELVIN
   Okay. I'll take him. Get him 
   packed -- ready -- tomorrow 
   morning.

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

 	  MELVIN
     (excited)
   Okay... so I'll see you tomorrow. 
   Let's not drag this out. We don't 
   enjoy another that much.

 	  FRANK
   If there's some mental health 
   foundation that raises money to 
   help people like you be sure to 
   let me know.

 	  MELVIN
   Last word freak.

Frank adjusts and exits... Carol approaches calling a 
"good-bye" to him.

 	  CAROL
   So. Anything else?

 	  MELVIN
   Yes. I'm going to give my queer 
   neighbor a lift to Baltimore.

 	  CAROL
   Okay.

 	  MELVIN
   Hey, what I did for you is working 
   out?

 	  CAROL
     (a breath; then)
   What you did changed my life.

She offers him the note.

 	  MELVIN
   No... no thank you notes.

 	  CAROL
   Well, part of what I said in this 
   entire history of my life which 
   you won't read is that somehow 
   you've done more for my mother, my 
   son and me, than anyone else ever 
   has... And that makes you the most 
   important, surprising, generous 
   person I've ever met and that you 
   be in our daily prayers forever.

 	  MELVIN
   Lovely.

 	  CAROL
   I also wrote one part... I wrote 
   I'm sorry... I was talking about I 
   was sorry when I got mad at you 
   when you came over and you told my 
   son that he ought to answer back 
   so I wrote that.
     (reading from the 
      letter, Melvin 
      wildly uncomfortable)
   I was sorry for busting you on 
   that... and I'm sorry for busting 
   in on you that night... when I 
   said I was never... I was sorry 
   and I'm sorry every time your food 
   was cold and that you had to wait 
   two seconds for a coffee filler... 

Melvin wants to disappear but Carol is getting into it -- 
emotionally moved by her own words.

 	  CAROL
   ... and I'm sorry for never 
   spotting, right there at the table 
   in the restaurant, the human being 
   that had it in him to do this 
   thing for us... You know what, I'm 
   just going to start from the 
   beginning... I have not been able 
   to express my gratefulness to 
   you... even as I look at the word 
   "grateful" now it doesn't begin to 
   tell you what I feel for you... 

And finally Carol notes Melvin's mood and pauses.

 	  MELVIN
   Nice of you... thank you.

 	  CAROL
   Thank you.

 	  MELVIN
   Now I want you to do something for me.

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

 	  CAROL
   Oh, I'm sorry... Didn't I say, 
   "what?" I thought I said, 
   "what?"... What?

 	  MELVIN
   I want you to go on this trip.

 	  CAROL
   No, sir... 

 	  MELVIN
   I can't do this alone. I'm afraid 
   he'll pull the stiff one eye on 
   me. I need you to chaperon. 
   Separate everything but cars. You 
   said you liked convertibles. Now 
   I'm on the hook.

 	  CAROL
   The stiff one eye?

 	  MELVIN
   Two days.

 	  CAROL
   I can't. I work.

 	  MELVIN
   You take off when you have to.

 	  CAROL
   My son.

 	  MELVIN
   Bettes tells me he's doing fine.

 	  CAROL
     (no other way)
   Melvin, I'd rather not.

 	  MELVIN
   What's that got to do with it?

 	  CAROL
   Funny, I thought it was a strong 
   point.

 	  MELVIN
   Write me a note and ain't she 
   sweet. I need a hand and where'd 
   she go.

 	  CAROL
   Are you saying accepting your help 
   obligates me!?

 	  MELVIN
   Is there another way to see it?

 	  CAROL
   No.

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

Carol takes an old weekend case down from the top shelf 
of the closet.

 	  CAROL
   Well, here's a little suitcase 
   shocked that it's been used.

She holds up a dress -- a pretty one... then decides it's 
too pretty and puts it back... Now she looks in another 
drawer and pauses as if she ponders one of the mysteries 
of the ages. She hesitates then talks to herself.

INSERT -- UNDERWEAR DRAWER

Her best underwear neatly stacked alongside her everyday 
"girl Jockies." She fingers the good stuff -- puts it 
back -- then the everyday -- hesitates.

 	  CAROL
     (furiously exasperated)
   There's not way to pack for this 
   trip... well, I'll tell you -- I'm 
   not packing the camera.

As she exits the room --

INT. CAROL'S APARTMENT - KITCHEN - NIGHT

As she picks up the phone.

INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

Melvin is in his bedroom -- everything he's taking neatly 
stacked on the bed waiting to be packed (he is taking a 
camera). He has a list of what he needs. All items -- 
underwear, socks, etc... with four checks next to each 
one and still he -- checks each stack on the bed and adds 
another check. The PHONE RINGS. This is an amazing 
development. He has almost no recent experience with 
receiving a nighttime phone call. He makes a little 
comment to himself as he moves.

 	  MELVIN
   Woo-woo.

He stops -- briefly trying to remember where the phone is 
-- and then, remembering, crosses and picks it up but 
before bringing it to his mouth nervously clears his 
throat.

ON CAROL

As she hears his throat being cleared. It is not a 
pretty sound. (The following conversation is INTERCUT.)

 	  CAROL
   Hello?

 	  MELVIN
   Are you still coming?

 	  CAROL
   Yes.

Melvin visibly relaxes.

 	  CAROL
   Melvin... I'd like to know exactly 
   where we are going.

 	  MELVIN
   Just south to Baltimore, Maryland. 
   So I know what you're going to ask 
   next.
     (correcting himself)
   That you might ask -- I'm not 
   certain.

 	  CAROL
   There's... there's no need to 
   bring anything dressy... or... I 
   mean -- I didn't know if we'd be 
   eating at any restaurant that 
   have dress codes.

 	  MELVIN
   Oh.
     (a beat)
   We might. Yes. We can. Let's.

 	  CAROL
   Okay, gotcha. What did you think 
   I was going to ask?

 	  MELVIN
   Whether crabs are in season there 
   now... 

 	  CAROL
   Oh. Okay, then -- Melvin. Good 
   night.

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

Beverly looks up expectantly as her daughter enters.

 	  BEVERLY
   How was it talking to him?

 	  CAROL
   Stop treating this like I'm going 
   away with a man. He's just going 
   to say those crappy, sick, 
   complaining, angry things to me. 
   I hate this, Mom -- I hate this. 
   He's a freak show -- the worst 
   person I ever met.

 	  BEVERLY
   Well, maybe he has nice friends.

EXT. CAROL'S APARTMENT BUILDING - DAY

Beverly and Spencer wait with her. The bus approaches. 
She kisses them.

 	  CAROL
     (to Spencer)
   You stand there and I'll wave to 
   you from the back window.

As she boards the bus.

 	  BEVERLY
   Call me as soon as you're settled.

 	  CAROL
     (to Spencer)
   I love you.

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

 	  CAROL
     (to bus driver)
   Sensitive, huh?!

The bus pulls out. He runs after the bus -- waving at 
his mother who grows concerned that he might be taxing 
himself.

INT. VETERINARIAN'S WAITING ROOM - DAY

A female VETERINARIAN in surgical scrubs holds Verdell as 
Melvin finishes filling out some forms.

On opposite sides of the waiting room, a very large black 
dog and a tiny Chihuahua sit patiently with their owners.

 	  VETERINARIAN
   Anything unusual in the dog's 
   diet?

 	  MELVIN
   No. Everybody gets their own 
   cage?

 	  VETERINARIAN
   Certainly.

 	  MELVIN
     (pointing to 
      Chihuahua)
   Put him in with that one, not that 
   one... 
     (pointing to large 
      dog)
   ... Builds his confidence.

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

Carol disembarks.

EXT. APARTMENT BUILDING (NEW YORK) - DAY

As she walks and turns a corner.

CLOSE ON CAROL

The shot of the prisoner taking the walk toward the death 
chamber. But the prisoner -- has grit -- her knees do 
not buckle. She does not whimper. No prison "screws" 
will have to support her weight. Still, the prospect 
couldn't be grimmer.

CAROL'S POV

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

CLOSER ON MELVIN

He is wearing driving gloves and turns to witness the 
tussle Frank and Simon are having just inside the 
building.

 	  FRANK
   I'm sorry that I'm not taking 
   you.

 	  SIMON
     (upset)
   So am I, Frank.

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

 	  MELVIN
   Soak it up -- it's your last 
   chance at a hug for a few days.

As Frank moves off Melvin sees Carol and his demeanor 
changes... that quickly there is a shyness.

 	  CAROL
   Hi.

 	  MELVIN
   Thanks for being on time... Carol, 
   the waitress, this is Simon, the 
   fag.

 	  CAROL
   Hello... Oh, my God, who did that 
   to you?

 	  SIMON
   I, uh... I was... attacked. 
   Walked in on people robbing me. I 
   was hospitalized. I almost died.

 	  MELVIN
   Let's do the small talk in the 
   car. Load up.

Carol puts her bag in the car.

 	  MELVIN
   I was going to do that for you.

 	  CAROL
     (taken aback)
   It's okay. No problem. Where 
   should we sit?

 	  MELVIN
     (totally non-plussed)
   I -- uh, I... Well, there is no 
   place cards or anything.

 	  CAROL
     (to Simon)
   Let me go in back. You look like 
   you need all the room you can 
   manage.

 	  SIMON
   That's very thoughtful.

 	  MELVIN
   Never a break. Never.

Carol steps into the back. Melvin disappointed that he's 
not sitting next to Carol... Carol is wedged in the small 
back seat. She struggles to get her feet in. 

 	  MELVIN
   You're really jammed back there.

He reaches for the latch between his legs and slides his 
seat and, with some effort,  wrenches it forward giving 
Carol more room and putting his right against the wheel. 
She is startled by the gesture.

 	  CAROL
   Thanks, Melvin.

 	  MELVIN
   Welcome.

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

EXT. 12TH STREET

Turning onto Fifth.

 	  MELVIN
   I got the whole ride programmed.

CAMERA FOLLOWS as Melvin goes to a rack of CDs -- all 
carefully labelled. He selects and begins to play the 
one marked "ICEBREAKER." It is a song which we clearly 
and quickly judge as off the circumstances -- a quick 
burst of "Y.M.C.A." Melvin STOPS the MUSIC and chuckles.

 	  MELVIN
   Just wanted to see what you'd do. 
   No, we have greatness here.

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

The car turns onto Seventh as we hear BEAUTIFULLY 
SELECTED MUSIC.

 	  CAROL (O.S.)
   Hey, I like this music.

And, as the MUSIC PLAYS, Simon looks out.

EXT. ROAD - DAY

The three of them... Carol chattering away.

 	  CAROL
   I don't know the last time I've 
   been out of the city... Hey, my 
   arms are tanning. I used to tan 
   great. We gotta stop soon so'se 
   I can check on Spencer.

 	  SIMON
     (during the above)
   I'm sorry... I can't hear you. I 
   can't turn my head all the way 
   yet... tell her we can't hear her.

 	  MELVIN
   Doesn't matter. She's enjoying 
   herself. Consider it part of the 
   music.

EXT. ROAD - DAY

A short time later. Carol is now driving.

 	  CAROL
   I'm sure, Simon, they did 
   something real off for you to feel 
   this way... But when it comes to 
   your partners -- or your kid -- 
   things will always be off for you 
   unless you set it straight. Maybe 
   this thing happened to you just to 
   give you that chance.

 	  MELVIN
   Nonsense!

 	  CAROL
   Anybody here who's interested in 
   what Melvin has to say raise their 
   hands.

Simon does not raise his hand. Simon and Carol have thus 
declared their majority.

 	  SIMON
   Do you want to know what happened 
   with my parents?

 	  CAROL
   Yes. I really would.

 	  SIMON
   Well... 

 	  CAROL
   No, let me pull over so I can pay 
   full attention.

Car pulling over toward parking spot.

EXT. HIGHWAY - CURBSIDE - CONVERTIBLE - DAY

She takes the car curbside and parks.

 	  CAROL
   Now go ahead.

Simon looks back at Melvin as does Carol. He looks 
innocent. Several beats -- Melvin almost says something 
-- a hidden hand gesture from Carol stops him. Finally.

 	  SIMON
   Well, I always painted. Always. 
   And my mother always encouraged 
   it. She was sort of fabulous 
   about it actually... and she used 
   to... I was too young to think 
   there was anything at all wrong 
   with it... and she was very 
   natural. She used to pose nude 
   for me... and I thought or assumed 
   my father was aware of it.

 	  MELVIN
   This stuff is pointless.

 	  CAROL
   Hey -- you let him... 

 	  MELVIN
   You like sad stories -- you want 
   mine.

 	  CARL
   . Go ahead, Simon. Really. 
   Please. Don't let him stop you. Ignore him.

 	  SIMON
   Okay. Well, one day my father 
   came in on one of those painting 
   sessions when I was nine -- and he 
   just started screaming at her -- 
   at us -- at evil. And... 

 	  MELVIN
     (very quickly)
... my father didn't leave his 
room for 11 years -- he hit my 
hand with a yardstick if I made a 
mistake on the piano.

 	  CAROL
   Go ahead, Simon. Your father 
   walked in on you and was yelling 
   and... really, come on.

 	  SIMON
   I was trying to defend my mother 
   and make peace, in the lamest way. 
   I said, "she's not naked -- it's 
   art." And then he started hitting 
   me. And he beat me unconscious. 
   After that he talked to me less 
   and less -- he knew before I left 
   for college, my dad came into my 
   room. He held out his hand. It 
   was filled with money. A big wad 
   of sweaty money.
     (gathers himself)
   And he said to me, "I don't want 
   you to ever come back." I grabbed 
   him and I hugged him... He turns 
   and walked out.

Carol, whose life has been rugged but basic, feels as 
strange as she does moved by Simon's trauma which is so 
much more complicated than her meat and potatoes 
troubles. She looks out her window -- then kisses her 
fingers and touches them to Simon's cheek. A nice, 
understated, gesture of friendship.

 	  CAROL
   Well, you know -- I still stay 
   what I said. You've got to get 
   past it all when it comes to your 
   parents. We all have these horror 
   stories to get over.

Melvin shifts INTO the FRAME.

 	  MELVIN
   That's not true. Some of us have 
   great stories... pretty stories 
   that take place at lakes with 
   boats and friends and noodle 
   salad. Just not anybody in this 
   car. But lots of people -- that's 
   their story -- good times and 
   noodle salad... and that's what 
   makes it hard. Not that you had 
   it bad but being that pissed that 
   so many had it good.

 	  CAROL
   No.

 	  SIMON
   Not it at all, really.

 	  MELVIN
     (a veteran's irony)
   Not at all, huh?!... Let's go to 
   the hotel. And if you're lucky 
   tomorrow Dad will give you another 
   wad of sweaty money.

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

 	  MELVIN
   Two bedrooms and the sofa opens... 

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

 	  CAROL
     (to Simon)
   No answer... Maybe we should just 
   drive there tomorrow. Can I have 
   that one?

 	  MELVIN
   Yes... sure.
     (to Simon)
   I'll take the sofa.

Carol walks into her room -- the nicest room she'll ever 
have slept in... She goes to the phone and dials... 

 	  CAROL
     (into phone)
   Hello... Hi, Spencer... Why are 
   you out of breath? You did?!? 
   That is great... So great... So -- 
   no, wait a second, Spence... 

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

Melvin watches Simon struggle to unpack his especially 
neat suitcase. Melvin is uncomfortable.

 	  MELVIN
   Can I ask you a personal question?

Simon laughs loudly in apprehension squared.

 	  MELVIN
   Do you ever get an erection for a 
   woman?

 	  SIMON
   Melvin... 

 	  MELVIN
   Wouldn't your lie be a lot easier 
   if you were not... 

 	  SIMON
   You consider your life easy.

 	  MELVIN
   I give you that one... 
     (eyes suitcase)
   Nice packing.

INT. HOTEL SUITE - LIVING ROOM - DAY

Carol enters the common living room... Melvin is sitting 
there. Carol is dealing with a number of unsettling new 
factors in her life.

 	  CAROL
   My son was outside playing soccer. 
   I never saw him playing ball. Come 
   on, you guys -- take me out for a 
   good time... Take me out dancing.

 	  MELVIN
   Dancing?

 	  SIMON
   I can't, I'm exhausted.

Carol walks to Simon and puts an arm on him. Melvin is 
visibly disturbed by her gesture.

 	  CAROL
     (to Simon)
   I don't blame you... This is a 
   monumental first day out... You 
   sad or anything?

 	  SIMON
   No... Nervous. It would be very 
   rough, Carol, if you weren't 
   along.

 	  CAROL
   What a nice compliment.

She gives Simon a kiss... Melvin deals with jealousy. 
She turns to him.

 	  CAROL
   I'm happy. And you're my date. 
   Let's get dressed.

She exits the room. Melvin unnerved.

 	  MELVIN
   I'm going to jump in the shower. 
   I'll be right with you.

INT. HOTEL SUITE - NIGHT

As Carol, dressed in a thrift shop find, enters the main 
room of the suite and hears the SHOWER running -- she 
sits down to wait -- through... 

SERIES OF DISSOLVES

Showing the enormous length of time which transpires until 
finally a seriously clean Melvin emerges from the bathroom 
through a cloud of steam. They exit.

EXT. FIRST RATE RESTAURANT - NIGHT

As they drive up.

 	  VALET
   Good evening, sir.

 	  MELVIN
   They sell hard shell crabs here?

 	  VALET
   Yes.

INT. FIRST RATE RESTAURANT - NIGHT

As they enters... 

 	  HEAD WAITER
   Good evening.

 	  MELVIN
   Hi. You have hard shells, right?

 	  CAROL
   Stop asking everyone.

 	  MELVIN
   Just him and that's it. Okay, you 
   can answer -- we've worked it out.

 	  HEAD WAITER
   Yes, we do... And I can give you a 
   tie and jacket.

 	  MELVIN
   What?

 	  HEAD WAITER
   They require a tie and jacket but 
   we have some available.

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

 	  MELVIN
   No... I'm not wearing that -- and 
   just in case you were going to ask 
   I'm not going to let you inject me 
   with plaque either.

 	  CAROL
   You promised a nice place -- can't 
   you just... 
     (to Head Waiter)
   You have these dry cleaned all the 
   time, don't you?

 	  HEAD WAITER
   Actually, I don't think so.

 	  MELVIN
     (to Carol)
   Wait here.

EXT. FIRST RATE RESTAURANT - NIGHT

As Melvin takes his car back from the valet.

EXT. STREET - SHOPPING MALL - NIGHT

As the car goes right across the street to a shopping 
mall.

INT. SHOPPING MALL - MEN'S STORE - NIGHT

Melvin walks to the doorway and stops suddenly.

 	  SALESMAN
   Good evening.

 	  MELVIN
   I need a coat and tie.

OTHER ANGLE

CAMERA REVEALS that the floor is intricately patterned so 
that passage for Melvin is impossible.

 	  SALESMAN
   Come on in.

 	  MELVIN
   No.

 	  SALESMAN
   No?

 	  MELVIN
     (pointing)
   That jacket and give me a tie.

EXT. FIRST RATE RESTAURANT - NIGHT

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

 	  VALET #2
   Good evening.

 	  MELVIN
   You have hard shells?

 	  VALET #2
   I'm not sure.

 	  MELVIN
   Everyone else says you do.

 	  VALET #2
   Then I guess we do.

INT. FIRST RATE RESTAURANT

As he enters, looks for and then spot Carol. She is 
having a martini at the bar... Sitting on a stool -- 
watching COUPLES dance... Happy by herself... Turning 
down a MAN who wants to buy her another... And Melvin 
watches... Watches his date.

 	  HEAD WAITER
   Shall I get her for you?

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

He enjoys watching her for a few more beats... She turns 
-- Melvin makes a "Haul your ass over here" gesture... 
and she smiles and walks toward him... A WAITER has 
lifted her drink -- placed it on a tray and follows her. 
She takes a bit of a slalom course through the tables, 
giddy as the MUSIC PLAYS and couples dance in the b.g. 
She notices the waiter in her trail.

 	  CAROL
    (mouthing the words 
     to Melvin)
   My drink is following me.

Melvin watches her approach. It is all too exquisite. 
He takes a breath -- it doesn't come easily.

 	  CAROL
   You look s... 

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

 	  CAROL
   You look great.

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

 	  CAROL
   You wanna dance?

 	  MELVIN
   I've been thinking about that 
   since you brought it up before.

 	  CAROL
     (rising)
   And?

 	  MELVIN
   No... 
     (and before she can 
      digest that)
   ... I don't get this place. They 
   make me buy an outfit but they let 
   you wear a house dress. I don't 
   get it.

ON CAROL

Melvin has no idea he has insulted her. Sandbagged in 
extreme, she gets up -- actually ready to leave.

 	  MELVIN
   No. Wait. What? Why? I didn't 
   mean it. You gotta sit down. You 
   can still give me the dirty 
   look... just sit down and give it 
   to me.

 	  CAROL
   Melvin, pay me a compliment... I 
   need one and quick... You have no 
   idea how much what you said just 
   hurt my feelings.

 	  MELVIN
     (really pissed, 
      mutters)
   That monominute somebody gets that 
   you need them they threaten to go 
   away. Never fails.

 	  CAROL
   That's not compliment, Melvin... 
   That's just trying to sound smart 
   so I feel stupid... A compliment 
   is something nice about somebody 
   else... Now or never.

 	  MELVIN
   Okay.

He waves her down.

 	  CAROL
     (sitting)
   And mean it... 

 	  MELVIN
   Can we order first?

She thinks and then nods. The waiter is across the room. 
This does not stop Melvin.

 	  MELVIN
     (calling)
   Two crab dinners and pitcher of 
   cold beer.
     (to Carol)
   Baked or fries?

 	  CAROL
   Fries.

 	  MELVIN
     (calling)
   One baked -- one fries.

 	  STARTLED WAITER
     (shouting back)
   I'll tell your waiter.

 	  MELVIN
     (to Carol)
   Okay, I got a real great 
   compliment for you and it's true.

 	  CAROL
   I am so afraid you're about to say 
   something awful... 

 	  MELVIN
   Don't be pessimistic. It's not 
   your style. Okay... Here I 
   goes... Clearly a mistake.
     (this is hell 
      for him)
   I have this -- what? Ailment... 
   And my doctor -- a shrink... who 
   I used to see all the time... he 
   says 50 or 60 percent of the time 
   a pill can really help. I hate 
   pills. Very dangerous things, 
   pills. "Hate," I am using the 
   word "hate" about pills. My 
   compliment is that when you came 
   to my house that time and told me 
   how you'd never -- well, you were 
   there, you know... The next 
   morning I started taking these 
   pills.

 	  CAROL
     (a little confused)
   I don't quite get how that's a 
   compliment for me.

Amazing that something in Melvin rises to the occasion -- 
so that he uncharacteristically looks at her directly -- 
then:

 	  MELVIN
   You make me want to be a better 
   man.

Carol never expected the kind of praise which would so 
slip under her guard. She stumbles a bit -- flattered, 
momentarily moved and his for the taking.

 	  CAROL
   That's maybe the best compliment 
   of my life.

 	  MELVIN
   Then I've really overshot here 
   'cause I was aiming at just enough 
   to keep you from walking out.

Carol laughs.

 	  CAROL
   So how are you doing with those 
   pills? Well, I hopahopahopa.

 	  MELVIN
   Takes months to know... They work 
   little by little.
     (holds his head; 
      then)
   Talking like this is exhausting.

Carol moves to the chair next to him... She sits very 
close -- he tenses.

 	  CAROL
   Have you ever let a romantic 
   moment make you do something you 
   know is stupid?

 	  MELVIN
   Never.

 	  CAROL
   Here's the trouble with never.

TIGHT SHOT

for the kiss. Their faces are close -- she looks at 
him... She closes her eyes -- her face moving toward him 
-- he is wide-eyed and afraid... His face almost moves 
away -- in a shot this close it's almost flight... But 
now his head moves back and he receives her kiss. It is 
brief. Carol smiles encouragement to him and herself. 
Melvin can't bear the pleasure.

 	  MELVIN
   You don't owe me that.

 	  CAROL
   That wasn't payment. When you 
   first came into breakfast, when I 
   saw you -- I thought you were 
   handsome... Then, of course, you 
   spoke... So now that your soft 
   li'l underbelly is all exposed. 
   Tell me, why did you bring me?

Melvin's voice is soft -- hesitant, okay, vulnerable... 
as he holds up his hands in a "stop" signal.

 	  MELVIN
   Well, ah... that's a personal 
   question.

 	  CAROL
   Tell me even if you're scared. 
   Tell me why you wanted me here. 
   It's okay.

She kisses him again.

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

 	  MELVIN
     (dissembling)
   There are lots of reason... I had 
   a thought that if you had sex with 
   Simon it might... 

 	  CAROL
     (humiliated)
   Sex with Simon?

 	  MELVIN
   It's one idea... 

 	  CAROL
   That's why you brought me? Look 
   at me! Is that really why you 
   brought me... Like I'm a what and 
   I owe you what?!

 	  MELVIN
   I don't know why I brought you -- 
   that idea occurred to me is all... 
   It came out first... Hey, you kiss 
   him -- me... He says he loves 
   you. You two hit it off. But you 
   don't want to... fine... Forget 
   what I said about sex with Simon. 
   It was a mistake.

 	  CAROL
     (wiping away tears)
   I'll never forget you said it.

 	  MELVIN
   It was a mistake.

But she has already turned away and exits the 
restaurant... Melvin alone and miserable.

INT. SIMON'S HOTEL ROOM - NIGHT

He finishes dialing. He is extremely tense -- not 
breathing -- a lump in his throat -- trying not to let 
the anxiety immobilize him... the NUMBER RINGS twice, 
then a humorless male voice:

 	  PARENTS' VOICE
     (humorless male 
      voice)
   Hi. This is Fred Bishop... 
     (perky woman's 
      voice)
   ... and Betty.
     (Fred again)
   We are sorry to be unable to take 
   your call right now. Please leave 
   a message and we'd appreciate your 
   including the time/date and 
   purpose of your call.
     (Simon mouths the 
      word "date," then 
      Betty speaks before 
      the beep Bye-bye.

 	  SIMON
   Ah, this is Simon... I'm here in 
   town... 
     (he waits)
   ... and, folks, you haven't come 
   home later than 10 in your lives. 
   Please pick up -- really... 
   Okay... I'm going to call again in 
   the morning. I need to see you. 
   Or, at least get you to answer the 
   phone.

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

INT. HOTEL SUITE - CAROL'S ROOM - NIGHT

As Carol enters with some energy. We FOLLOW her as she 
goes into her room -- takes her suitcase, begins throwing 
things in.

INT. HOTEL SUITE - SIMON'S ROOM - NIGHT

 	  SIMON
   Hello... Hello???

Carol thrusts open the door and enters... 

 	  SIMON
   Was this supposed to be your room?

 	  CAROL
   Our room. I don't want to see him 
   and he's not going to come 
   knocking on your door.

Simon struggles with his shirt -- she helps him, 
inadvertently venting some anger as she does so.

 	  SIMON
   Can you not be violent?

 	  CAROL
   I don't think so. You need help 
   with the pants?

 	  SIMON
     (emphatically)
   No!!!

 	  CAROL
   I'm going to take a big bath and 
   order a big meal.

 	  SIMON
   Uh-huh... 

 	  CAROL
   I'm sorry... are you okay?

 	  SIMON
   Well, considering everything's 
   horrible and tomorrow I have to 
   face my parents... Don't ask me
   ... I'm sick of my own complaints
   ... got to get me a new set of 
   thoughts.

 	  CAROL
   Why? What have you been thinking 
   about?

 	  SIMON
   How to die, mostly.

 	  CAROL
   Can you believe in our little mix 
   you're the good roommate.

Simon laughs -- as she crosses to the bathroom and begins 
to prepare a bath.

 	  SIMON
     (turning off the light)
   Good night.

 	  CAROL
   Good night.

We are ON Simon settling in for sleep, when instinct or 
sounds or the faint glow of hope turns him so that he 
faces the bathroom and we have... 

SIMON'S POV

Carol sitting at tub's edge -- a towel around her and now 
as Simon looks at the bathing beauty she adjusts her hair 
-- the towel falls -- a better than perfect breast 
exposed... 

BACK TO SCENE

 	  SIMON
     (a whisper)
   Hold it.

He leaves the bed.

ANGLES ON HOTEL DESK

What's he up to... he takes the blotter from the desk set 
and a pen from his jacket pocket which hangs on the chair 
and with vigor and faint pain moves to the other side of 
the bed where he turns on the light and stares at Carol.

 	  SIMON
   I've got to sketch you.

 	  CAROL
   No... Absolutely not. I'm shyer 
   than you think. I give the wrong 
   impression sometimes and... 

 	  SIMON
   I haven't even been thinking about 
   sketching for weeks.

 	  CAROL
   Stop staring. Do a vase.

 	  SIMON
   But you're beautiful... your skin 
   glows.

 	  CAROL
   Thanks. But I just want to take a 
   bath and... 

 	  SIMON
   That long neck -- the line of 
   you... you're porcelain... your 
   back goes on forever. You're 
   classic... you're why cavemen 
   chiseled on walls... 

 	  CAROL
   All right, cut me a break.

Simon's pen moves across the blotter -- Carol sees him 
earnestly engrossed, a beat of indecision and then shyly 
but deliberately she lowers the towel. He's right. 
She's breathtaking.

INT. BAR - NIGHT

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

 	  MELVIN
   So then, the next thing I know, 
   she's sitting right next to me, 
   and then, well, it's not right to 
   go into the details, but I screwed 
   up. I got nervous. I said the 
   wrong thing and if I hadn't, I 
   could be in bed now with a woman 
   who if you could make her smile 
   you got a life. Instead, I'm here 
   with you, no offense, a moron 
   pushing the last legal drug.

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

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

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

 	  CAROL (O.S.)
   I don't care how 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