The Apartment by Billy Wilder and I.A.L. Diamond






                     THE APARTMENT

                           by

            Billy Wilder and I.A.L. Diamond




                        THE APARTMENT

A DESK COMPUTER

A man's hand is punching out a series of figures on the
keyboard.

                         BUD (V.O.)
            On November first, 1959, the
            population of New York City was
            8,042,783.  if you laid all these
            people end to end, figuring an
            average height of five feet six and
            a half inches, they would reach
            from Times Square to the outskirts
            of Karachi, Pakistan.  I know facts
            like this because I work for an
            insurance company --

THE INSURANCE BUILDING - A WET, FALL DAY

It's a big mother, covering a square block in lower
Manhattan, all glass and aluminum, jutting into the leaden
sky.

                         BUD (V.O.)
            -- Consolidated Life of New York.
            We are one of the top five companies
            in the country -- last year we
            wrote nine-point-three billion
            dollars worth of policies.  Our
            home office has 31,259 employees --
            which is more than the entire
            population of Natchez, Mississippi,
            of Gallup, New Mexico.

INT. NINETEENTH FLOOR

Acres of gray steel desk, gray steel filing cabinets, and
steel-gray faces under indirect light.  One wall is lined
with glass-enclosed cubicles for the supervisory personnel.
It is all very neat, antiseptic, impersonal.  The only human
tough is supplied by a bank of IBM machines, clacking away
cheerfully in the background.

                         BUD (V.O.)
            I work on the nineteenth floor --
            Ordinary Policy Department -
            Premium Accounting Division -
            Section W -- desk number 861.
DESK 861

Like every other desk, it has a small name plate attached to
the side.  This one reads C.C. BAXTER.

                         BUD (V.O.)
            My name is C.C. Baxter - C. for
            Calvin, C. for Clifford -- however,
            most people call me Bud. I've been
            with Consolidated Life for three
            years and ten months.  I started in
            the branch office in Cincinnati,
            then transferred to New York.  My
            take-home pay is $94.70 a week, and
            there are the usual fringe benefits.

BAXTER is about thirty, serious, hard-working, unobtrusive.
He wears a Brooks Brothers type suit, which he bought
somewhere on Seventh Avenue, upstairs.  There is a stack of
perforated premium cards in front of him, and he is totaling
them on the computing machine.  He looks off.

ELECTRIC WALL CLOCK

It shows 5:19.  With a click, the minute hand jumps to 5:20,
and a piercing bell goes off.

                         BUD (V.O.)
            The hours in our department are
            8:50 to 5:20 --

FULL SHOT - OFFICE

Instantly all work stops.  Papers are being put away,
typewriters and computing machines are covered, and everybody
starts clearing out.  Within ten seconds, the place is
empty -- except for Bud Baxter, still bent over his work,
marooned in a sea of abandoned desks.

                         BUD (V.O.)
            -- they're staggered by floors, so
            that sixteen elevators can handle
            the 31,259 employees without a
            serious traffic jam.  As for
            myself, I very often stay on at the
            office and work for an extra hour
            or two -- especially when the
            weather is bad.  It's not that I'm
            overly ambitious -- it's just a way
            of killing time, until it's all
            right for me to go home.
            You see, I have this little problem
            with my apartment --

                                            DISSOLVE TO:

STREET IN THE WEST SIXTIES - EVENING

Bud, wearing a weather-beaten Ivy League raincoat and a
narrow-brimmed brown hat, comes walking slowly down the
street skirting the puddles on the sidewalk.  He stops in
front of a converted brownstone, looks up.

                         BUD (V.O.)
            I live in the West Sixties - just
            half a block from Central Park.  My
            rent is $84 a month.  It used to be
            eighty until last July when Mrs.
            Lieberman, the landlady, put in a
            second-hand air conditioning unit.

The windows on the second floor are lit, but the shades are
drawn.  From inside drifts the sound of cha cha music.

                         BUD (V.O.)
            It's a real nice apartment -
            nothing fancy -- but kind of
            cozy -- just right for a bachelor.
            The only problem is - I can't
            always get in when I want to.

INT. THE APARTMENT - EVENING

What used to be the upstairs parlor of a one-family house in
the early 1900's has been chopped up into living room,
bedroom, bathroom and kitchen.  The wallpaper is faded, the
carpets are threadbare, and the upholstered furniture could
stand shampooing.  There are lots of books, a record player,
stacks of records, a television set (21 inches and 24
payments), unframed prints from the Museum of Modern Art
(Picasso, Braque, Klee) tacked up on the walls.

Only one lamp is lit, for mood, and a cha cha record is
spinning around on the phonograph.  On the coffee table in
front of the couch are a couple of cocktail glasses, a
pitcher with some martini dregs, an almost empty bottle of
vodka, a soup bowl with a few melting ice cubes at the
bottom, some potato chips, an ashtray filled with cigar
stubs and lipstick-stained cigarette butts, and a woman's
handbag.

MR. KIRKEBY, a dapper, middle-aged man, stands in front of
the mirror above the fake fireplace, buttoning up his vest.
He does not notice that the buttons are out of alignment.

                         KIRKEBY
                   (calling off)
            Come on, Sylvia.  It's getting late.

SYLVIA, a first baseman of a dame, redheaded and saftig,
comes cha cha-ing into the room, trying to fasten a necklace
as she hums along with the music.  She dances amorously up
to Kirkeby.

                         KIRKEBY
            Cut it out, Sylvia.  We got to get
            out of here.

He helps her with the necklace, then turns off the phonograph.

                         SYLVIA
            What's the panic?  I'm going to
            have another martooni.

She crosses to the coffee table, starts to pour the remnants
of the vodka into the pitcher.

                         KIRKEBY
            Please, Sylvia!  It's a quarter to
            nine!

                         SYLVIA
                   (dropping slivers of
                   ice into the pitcher)
            First you can't wait to get me up
            here, and now -- rush, rush, rush!
            Makes a person feel cheap.

                         KIRKEBY
            Sylvia -- sweetie -- it's not
            that -- but I promised the guy I'd
            be out of here by eight o'clock,
            positively.

                         SYLVIA
                   (pouring martini)
            What guy?  Whose apartment is this,
            anyway?

                         KIRKEBY
                   (exasperated)
            What's the difference?  Some
            schnook that works in the office.

EXT. BROWNSTONE HOUSE - EVENING

Bud is pacing back and forth, throwing an occasional glance
at the lit windows of his apartment.  A middle-aged woman
with a dog on a leash approaches along the sidewalk.

She is MRS. LIEBERMAN, the dog is a Scottie, and they are
both wearing raincoats.  Seeing them, Bud leans casually
against the stoop.

                         MRS. LIEBERMAN
            Good evening, Mr. Baxter.

                         BUD
            Good evening, Mrs. Lieberman.

                         MRS. LIEBERMAN
            Some weather we're having.  Must be
            from all the meshugass at Cape
            Canaveral.
                   (she is half-way up
                   the steps)
            You locked out of your apartment?

                         BUD
            No, no.  Just waiting for a friend.
            Good night, Mrs. Lieberman.

                         MRS. LIEBERMAN
            Good night, Mr. Baxter.

She and the Scottie disappear into the house.  Bud resumes
pacing, his eyes on the apartment windows.  Suddenly he
stops -- the lights have gone out.

INT. SECOND FLOOR LANDING - EVENING

Kirkeby, in coat and hat, stands in the open doorway of the
darkened apartment.

                         KIRKEBY
            Come on -- come on, Sylvia!

Sylvia comes cha cha-ing out, wearing an imitation Persian
lamb coat, her hat askew on her head, bag, gloves, and an
umbrella in her hand.

                         SYLVIA
            Some setup you got here.  A real,
            honest-to-goodness love nest.

                         KIRKEBY
            Sssssh.

He locks the door, slips the key under the doormat.

                         SYLVIA
                   (still cha cha-ing)
            You're one button off, Mr. Kirkeby.

She points to his exposed vest.  Kirkeby looks down, sees
that the buttons are out of line.  He starts to rebutton
them as they move down the narrow, dimly-lit stairs.

                         SYLVIA
            You got to watch those things.
            Wives are getting smarter all the
            time.  Take Mr. Bernheim -- in the
            Claims Department -- came home one
            night with lipstick on his shirt --
            told his wife he had a shrimp
            cocktail for lunch -- so she took
            it out to the lab and had it
            analyzed -- so now she has the
            house in Great Neck and the children
            and the new Jaguar --

                         KIRKEBY
            Don't you ever stop talking?

EXT. BROWNSTONE HOUSE - EVENING

Bud, standing on the sidewalk, sees the front door start to
open.  He moves quickly into the areaway, almost bumping
into the ashcans, stands in the shadow of the stoop with his
back turned discreetly toward Kirkeby and Sylvia as they
come down the steps.

                         KIRKEBY
            Where do you live?

                         SYLVIA
            I told you -- with my mother.

                         KIRKEBY
            Where does she live?

                         SYLVIA
            A hundred and seventy-ninth
            street -- the Bronx.

                         KIRKEBY
            All right -- I'll take you to the
            subway.

                         SYLVIA
            Like hell you will.  You'll buy me
            a cab.

                         KIRKEBY
            Why do all you dames have to live
            in the Bronx?

                         SYLVIA
            You mean you bring other girls up
            here?

                         KIRKEBY
            Certainly not.  I'm a happily
            married man.

They move down the street.  Bud appears from the areaway,
glances after them, then mounts the steps, goes through the
front door.

INT. VESTIBULE - EVENING

There are eight mailboxes.  Bud opens his, takes out a
magazine in a paper wrapper and a few letters, proceeds up
the staircase.

INT. SECOND FLOOR LANDING - EVENING

Bud, glancing through his mail, comes up to the door of his
apartment.  As he bends down to lift the doormat, the door
of the rear apartment opens and MRS. DREYFUSS, a jovial
well-fed middle-aged woman, puts out a receptacle full of
old papers and empty cans.  Bud looks around from his bent
position.

                         BUD
            Oh.  Hello there, Mrs. Dreyfuss.

                         MRS. DREYFUSS
            Something the matter?

                         BUD
            I seem to have dropped my key.
                   (faking a little search)
            Oh -- here it is.

He slides it out from under the mat, straightens up.

                         MRS. DREYFUSS
            Such a racket I heard in your
            place -- maybe you had burglars.

                         BUD
            Oh, you don't have to worry about
            that -- nothing in there that
            anybody would want to steal...
                   (unlocking door quickly)
            Good night, Mrs. Dreyfuss.

He ducks into the apartment.

INT. THE APARTMENT - EVENING

Bud snaps on the lights, drops the mail and the key on a
small table, looks around with distaste at the mess his
visitors have left behind.  He sniffs the stale air, crosses
to the window, pulls up the shade, opens it wide.  Now he
takes off his hat and raincoat, gathers up the remains of
the cocktail party from the coffee table.  Loaded down with
glasses, pitcher, empty vodka bottle, ice bowl and potato
chips, he starts toward the kitchen.

The doorbell rings.  Bud stops, undecided what to do with
the stuff in his hands, then crosses to the hall door,
barely manages to get it open.  Mr. Kirkeby barges in past
him.

                         KIRKEBY
            The little lady forgot her galoshes.

He scours the room for the missing galoshes.

                         BUD
            Mr. Kirkeby, I don't like to
            complain -- but you were supposed
            to be out of here by eight.

                         KIRKEBY
            I know, Buddy-boy, I know.  But
            those things don't always run on
            schedule -- like a Greyhound bus.

                         BUD
            I don't mind in the summer -- but
            on a rainy night -- and I haven't
            had any dinner yet --

                         KIRKEBY
            Sure, sure.  Look, kid -- I put in
            a good word for you with Sheldrake,
            in Personnel.

                         BUD
                   (perking up)
            Mr. Sheldrake?

                         KIRKEBY
            That's right.  We were discussing
            our department -- manpower-wise --
            and promotion-wise --
                   (finds the galoshes
                   behind a chair)
            -- and I told him what a bright boy
            you were.  They're always on the
            lookout for young executives.
                         BUD
            Thank you, Mr. Kirkeby.

                         KIRKEBY
                   (starting toward door)
            You're on your way up, Buddy-boy.
            And you're practically out of liquor.

                         BUD
            I know.  Mr. Eichelberger -- in the
            Mortgage Loan Department -- last
            night he had a little Halloween
            party here --

                         KIRKEBY
            Well, lay in some vodka and some
            vermouth -- and put my name on it.

                         BUD
            Yes, Mr. Kirkeby.  You still owe me
            for the last two bottles --

                         KIRKEBY
            I'll pay you on Friday.
                   (in the open doorwaY)
            And whatever happened to those
            little cheese crackers you used to
            have around?

He exits, shutting the door.

                         BUD
                   (making a mental note)
            Cheese crackers.

He carries his load into the kitchen.

The kitchen is minute and cluttered.  On the drainboard are
an empty vermouth bottle, some ice-cube trays, a jar with
one olive in it, and a crumpled potato-chip bag.

Bud comes in, dumps his load on the drainboard, opens the
old-fashioned refrigerator.  He takes out a frozen chicken
dinner, turns the oven on, lights it with a match, rips the
protective paper off the aluminum tray and shoves it in.

Now he starts to clean up the mess on the drainboard.  He
rinses the cocktail glasses, is about to empty the martini
pitcher into the sink, thinks better of it.  He pours the
contents into a glass, plops the lone olive out of the jar,
scoops up the last handful of potato chips, toasts an
imaginary companion, and drinks up.  Then he pulls a
wastebasket from under the sink.

It is brimful of liquor bottles, and Bud adds the empty
vodka and vermouth bottles and the olive jar.  Picking up
the heavy receptacle, he carries it through the living room
toward the hall door.

INT. SECOND FLOOR LANDING - EVENING

The door of Bud's apartment opens, and Bud comes out with
the wastebasket full of empty bottles.  Just then, DR. DAVID
DREYFUSS, whose wife we met earlier, comes trudging up the
stairs.  He is a tall, heavy-set man of fifty, with a bushy
mustache, wearing a bulky overcoat and carrying an aged
medical bag.

                         DR. DREYFUSS
            Good evening, Baxter.

                         BUD
            Hi, Doc.  Had a late call?

                         DR. DREYFUSS
            Yeah.  Some clown at Schrafft's
            57th Street ate a club sandwich,
            and forgot to take out the toothpick.

                         BUD
            Oh.
                   (sets down wastebasket)
            'Bye, Doc.

                         DR. DREYFUSS
                   (indicating bottles)
            Say, Baxter -- the way you're
            belting that stuff, you must have a
            pair of cast-iron kidneys.

                         BUD
            Oh, that's not me.  It's just that
            once in a while, I have some people
            in for a drink.

                         DR. DREYFUSS
            As a matter of fact, you must be an
            iron man all around. From what I
            hear through the walls, you got
            something going for you every night.

                         BUD
            I'm sorry if it gets noisy --

                         DR. DREYFUSS
            Sometimes,  there's a twi-night
            double-header.
                   (shaking his head)
            A nebbish like you!

                         BUD
                   (uncomfortable)
            Yeah.  Well -- see you, Doc.
                   (starts to back
                   through door)


                         DR. DREYFUSS
            You know, Baxter -- I'm doing some
            research at the Columbia Medical
            Center -- and I wonder if you could
            do us a favor?

                         BUD
            Me?

                         DR. DREYFUSS
            When you make out your will -- and
            the way you're going, you should --
            would you mind leaving your body to
            the University?

                         BUD
            My body?  I'm afraid you guys would
            be disappointed.  Good night, Doc.

                         DR. DREYFUSS
            Slow down, kid.

He starts into the rear apartment as Bud closes the door.

INT. THE APARTMENT - EVENING

Bud, loosening his tie, goes into the kitchen, opens the
oven, turns off the gas.  He takes a coke out of the
refrigerator, uncaps it, gets a knife and fork from a
drawer, and using his handkerchief as a potholder, pulls the
hot aluminum tray out of the oven.  He carries everything
out into the living room.

In the living room, Bud sets his dinner down on the coffee
table, settles himself on the couch.  He rears up as
something stabs him, reaches under his buttocks, pulls out a
hairpin.  He drops it into an ashtray, tackles his dinner.
Without even looking, he reaches over to the end table and
presses the remote TV station-selector.  He takes a sip from
the coke bottle, his eyes on the TV screen across the room.

The picture on the TV set jells quickly.  Against a
background of crisscrossing searchlights, a pompous announcer
is making his spiel.

                         ANNOUNCER
            -- from the world's greatest
            library of film classics, we
            proudly present --
                   (fanfare)
            Greta Garbo -- John Barrymore --
            Joan Crawford -- Wallace Beery --
            and Lionel Barrymore in --
                   (fanfare)
            GRAND HOTEL!

There is an extended fanfare.  Bud leans forward, chewing
excitedly on a chicken leg.

                         ANNOUNCER
            But first, a word from our sponsor.
            If you smoke the modern way, don't
            be fooled by phony filter claims --

Bud, still eating, automatically reaches for the station-
selector, pushes the button.

A new channel pops on.  It features a Western -- Cockamamie
Indians are attacking a stagecoach.

That's not for Bud.  He switches to another station.  In a
frontier saloon, Gower Street cowboys are dismantling the
furniture and each other.

Bud wearily changes channels.  But he can't get away from
Westerns -- on this station, the U.S. Cavalry is riding to
the rescue.  Will they get there in time?

Bud doesn't wait to find out.  He switches channels again,
and is back where he started.

On the screen, once more, is the announcer standing in front
of the crisscrossing searchlights.

                         ANNOUNCER
            And now, Grand Hotel -- starring
            Greta Garbo, John Barrymore, Joan
            Crawford --
                   (Bud is all eyes and
                   ears again)
            -- Wallace Beery, and Lionel
            Barrymore.  But first -- a word
            from our alternate sponsor.
                   (unctuously)
            Friends, do you have wobbly
            dentures -- ?

That does it.  Bud turns the set off in disgust.

The TV screen blacks out, except for a small pinpoint of
light in the center, which gradually fades away.

In the bathroom, Bud, in pajamas by now, is brushing his
teeth.  From the shower rod hang three pairs of socks on
stretchers.  Bud takes a vial from the medicine shelf,
shakes out a sleeping pill, washes it down with a glass of
water.  He turns the light off, walks into the bedroom.

In the bedroom, the single bed is made, and the lamp on the
night table is on.  Bud plugs in the electric blanket, turns
the dial on.  Then he climbs into bed, props up the pillow
behind him.  From the night table, he picks up the magazine
that arrived in the mail, slides it out of the wrapper,
opens it.  It's the new issue of PLAYBOY.  Bud leafs through
it till he comes to the piece de resistance of the magazine.
He unfolds the overleaf, glances at it casually, refolds it,
then turns to the back of the magazine and starts to read.

What he is so avidly interested in is the men's fashion
section.  There is a layout titled WHAT THE YOUNG EXECUTIVE
WILL WEAR with a sub-head reading The Bowler is Back.
Illustrating the article are several photographs of male
models wearing various styles of bowlers.

Bud is definitely in the market for a bowler, but somehow
his mind starts wandering.  He turns back to the overleaf
again, unfolds it, studies it, then holds the magazine up
vertically to get a different perspective on the subject.
By now the sleeping pill is beginning to take effect, and he
yawns.  He drops the magazine on the floor, kills the light,
settles down to sleep.  The room is dark except for the glow
from the dial of the electric blanket.

Three seconds.  Then the phone jangles shrilly in the living
room.  Bud stumbles groggily out of bed, and putting on his
slippers, makes his way into the living room.  He switches
on the light, picks up the phone.

                         BUD
            Hello? -- Hello? -- yes, this is
            Baxter.

INT. PHONE BOOTH IN A MANHATTAN BAR - NIGHT

On the night is a hearty man of about forty-five, nothing
gut personality, most of it obnoxious.  His name is DOBISCH.

Outside the booth is a blonde babe, slightly boozed, and
beyond there is a suggestion of the packed, smoky joint.

                         DOBISCH
            Hiya, Buddy-boy.  I'm in this bar
            on Sixty-first Street -- and I got
            to thinking about you -- and I
            figured I'd give you a little buzz.

BUD - ON PHONE

                         BUD
            Well, that's very nice of you --
            but who is this?

INT. PHONE BOOTH

                         DOBISCH
            Dobisch -- Joe Dobisch, in
            Administration.

BUD - ON PHONE

                         BUD
                   (snapping to attention)
            Oh, yes, Mr. Dobisch.  I didn't
            recognize your voice --

INT. PHONE BOOTH

                         DOBISCH
            That's okay, Buddy-boy.  Now like I
            was saying, I'm in this joint on
            Sixty-first -- and I think I got
            lucky --
                   (glances toward blonde)
            -- she's a skater with the Ice
            Show --
                   (he chuckles)
            -- and I thought maybe I could
            bring her up for a quiet drink.

BUD - ON PHONE

                         BUD
            I'm sorry, Mr. Dobisch.  You know I
            like to help you guys out -- but
            it's sort of late -- so why don't
            we make it some other time?

INT. PHONE BOOTH

                         DOBISCH
            Buddy-boy -- she won't keep that
            long -- not even on ice.  Listen,
            kid, I can't pass this up -- she
            looks like Marilyn Monroe.

BUD - ON PHONE

                         BUD
            I don't care if it is Marilyn
            Monroe -- I'm already in bed -- and
            I've taken a sleeping pill -- so
            I'm afraid the answer is no.

INT. PHONE BOOTH

                         DOBISCH
                   (pulling rank)
            Look, Baxter -- we're making out
            the monthly efficiency rating --
            and I'm putting you in the top ten.
            Now you don't want to louse yourself
            up, do you?

BUD - ON PHONE

                         BUD
            Of course not.  But -- how can I be
            efficient in the office if I don't
            get enough sleep at night?

INT. PHONE BOOTH

                         DOBISCH
            It's only eleven -- and I just want
            the place for forty-five minutes.

The blonde opens the door of the phone booth, leans in.

                         BLONDE
            I'm getting lonely.  Who are you
            talking to, anyway?

                         DOBISCH
            My mother.

                         BLONDE
            That's sweet.  That's real sweet.

Dobisch shuts the door in her face.

                         DOBISCH
                   (into phone again)
            Make it thirty minutes.  What do
            you say, Bud?

BUD - ON PHONE

                         BUD
                   (a last stand)
            I'm all out of liquor -- and
            there's no clean glasses -- no
            cheese crackers -- no nothing.

INT. PHONE BOOTH

                         DOBISCH
            Let me worry about that.  Just
            leave the key under the mat and
            clear out.

INT. THE APARTMENT

                         BUD
                   (into phone; resigned)
            Yes, Mr. Dobisch.

He hangs up, shuffles back into the bedroom.

                         BUD
                   (muttering to himself)
            Anything you say, Mr. Dobisch -- no
            trouble at all, Mr. Dobisch -- be
            my guest --

He reappears from the bedroom, pulling his trousers on over
his pajama pants.

                         BUD
            -- We never close at Buddy-boy's --
            looks like Marilyn Monroe --
                   (he chuckles a la Dobisch)


Putting on his raincoat and hat, Bud opens the hall door,
takes the key from the table, shoves it under the doormat.
His eyes fall on the Dreyfuss apartment, and there is some
concern on his face.  He picks up a pad and pencil from the
table, prints something in block letters.  Tearing off the
top sheet, he impales it on the spindle of the phonograph,
then walks out, closing the door behind him.  The note reads:

                        NOT TOO LOUD
                THE NEIGHBORS ARE COMPLAINING

EXT. BROWNSTONE HOUSE - NIGHT

Bud comes out the door, in slippered feet, pants and raincoat
over his pajamas.  As he sleep-walks down the steps, a cab
pulls up in front of the house.  Bud ducks discreetly into
the areaway.  Mr. Dobisch, bareheaded, emerges cautiously
from the cab.  Between the fingers of his hands he is
carrying four long-stemmed glasses, brimful of stingers.
The blonde steps out, holding his hat.

                         BLONDE
            This the place?

                         DOBISCH
            Yeah.
                   (to cab driver)
            How much?

                         CABBIE
            Seventy cents.

Dobisch, his hands full of stingers, turns to the blonde,
indicates his pants pocket.

                         DOBISCH
            Get the money, will you?

The blonde plants the hat on top of his head, unbuttons his
overcoat, reaches into his pants pocket.  As she does so,
she jogs his elbow.

                         DOBISCH
            Watch those stingers!

The blonde has taken out Dobisch's money clip, with about a
hundred dollars in it.

                         DOBISCH
            Give him a buck.

The blonde peels a bill off, hands it to the cabbie, hangs
on to the rest of the roll just a second too long.

                         DOBISCH
            Now put it back, honey.
                   (she does)
            Atta girl.

The cab drives off.  Dobisch and the blonde start up the
steps to the house.

                         BLONDE
            You sure this is a good idea?
                         DOBISCH
            Can't think of a better one.

                         BLONDE
                   (holding door open
                   for him)
            I mean - barging in on your
            mother -- in the middle of the night?

                         DOBISCH
                   (edging past her with stingers)
            Don't worry about the old lady.
            One squawk from her, and she's out
            of a job.

In the areaway, Bud has overheard them, and it doesn't make
him any happier.  He steps out on the sidewalk, shuffles
down the street.

INT. SECOND FLOOR LANDING - NIGHT

The blonde and Dobisch, his hands full of stingers, come up
to Bud's door.

                         DOBISCH
            Get the key, will you.

Automatically, she reaches into his pocket.

                         DOBISCH
            Not there.  Under the mat.

                         BLONDE
                   (puzzled)
            Under the mat?
                   (picks up key)


                         DOBISCH
                   (impatiently)
            Open up, open up -- we haven't got
            all night.

The blonde unlocks the door to the apartment, opens it.

                         BLONDE
                   (suspiciously)
            So this is your mother's apartment?

                         DOBISCH
            That's right.  Maria Ouspenskaya.
                         BLONDE
                   (sticking her head in)
            Hiya, Ouspenskaya.

Dobisch nudges her inside with his knee, kicks the door shut
behind him.

The landing is empty for a second.  Then the door of the
rear apartment opens, and Dr. Dreyfuss, in a beaten bathrobe,
sets out a couple of empty milk bottles with a note in them.
Suddenly, from Bud's apartment, comes a shrill female giggle.
Dr. Dreyfuss reacts.  Then the cha cha music starts full
blast.

                         DR. DREYFUSS
                   (calling to his wife,
                   off-screen)
            Mildred -- he's at it again.

Shaking his head, he closes the door.

EXT. CENTRAL PARK - NIGHT

Bud, in raincoat and slippered feet, turns in off the
street, plods along a path in the deserted park.  He stops
at a damp bench under a lamp post, sits.  In the background,
lights shine from the towering buildings on Central Park
South.

Bud huddles inside his raincoat, shivering.  He is very
sleepy by now.  His eyes close and his head droops.  A gust
of wind sends wet leaves swirling across the bench.  Bud
doesn't stir.  He is all in.

                                            FADE OUT.

FADE IN:

INT. LOBBY INSURANCE BUILDING - DAY

It's a quarter to nine of a gray November morning, and work-
bound employees are piling in through the doors.  Among them
is Bud, bundled up in a raincoat, hat, heavy muffler and
wool gloves, and carrying a box of Kleenex.  He coughs,
pulls out a tissue, wipes his dripping nose.  He has a bad
cold.

The lobby is an imposing, marbled affair, as befits a
company which last year wrote 9.3 billion dollars worth of
insurance.  There are sixteen elevators, eight of them
marked LOCAL - FLOORS 1-18, and opposite them eight marked
EXPRESS - FLOORS 18-37.  The starter, a uniformed Valkyrie
wielding a clicker, is directing the flow of traffic into
the various elevators.

Bud joins the crowd in front of one of the express elevators.
Also standing there is Mr. Kirkeby, reading the Herald-
Tribune.

                         BUD
                   (hoarsely)
            Good morning, Mr. Kirkeby.

                         KIRKEBY
                   (as if he just knew
                   him vaguely)
            Oh, how are you, Baxter.  They
            keeping you busy these days?

                         BUD
            Yes, sir.  They are indeed.
                   (he sniffs)

The elevator doors open, revealing the operator.  She is in
her middle twenties and her name is FRAN KUBELIK.  Maybe
it's the way she's put together, maybe it's her face, or
maybe it's just the uniform -- in any case, there is
something very appealing about her.  She is also an
individualist -- she wears a carnation in her lapel, which
is strictly against regulations.  As the elevator loads, she
greets the passengers cheerfully.

                         FRAN
                   (rattling it off)
            Morning, Mr. Kessel -- Morning,
            Miss Robinson -- Morning, Mr.
            Kirkeby -- Morning, Mr. Williams --
            Morning, Miss Livingston -- Morning,
            Mr. McKellway -- Morning, Mr.
            Pirelli -- Morning, Mrs. Schubert --

Interspersed is an occasional "Morning, Miss Kubelik" from
the passengers.

                         FRAN
            Morning, Mr. Baxter.

                         BUD
            Morning, Miss Kubelik.

He takes his hat off -- he is the only one.  The express is
now loaded.

                         STARTER
                   (working the clicker)
            That's all.  Take it away.

                         FRAN
                   (shutting the door)
            Watch the door, please.  Blasting
            off.

INT. ELEVATOR

Bud is standing right next to Fran as the packed express
shoots up.

                         BUD
                   (studying her)
            What did you do to your hair?

                         FRAN
            It was making me nervous, so I
            chopped it off.  Big mistake, huh?

                         BUD
            I sort of like it.

He sniffs, takes out a Kleenex, wipes his nose.

                         FRAN
            Say, you got a lulu.

                         BUD
            Yeah.  I better not get too close.

                         FRAN
            Oh, I never catch colds.

                         BUD
            Really?  I was looking at some
            figures from the Sickness and
            Accident Claims Division -- do you
            know that the average New Yorker
            between the ages of twenty and
            fifty has two and a half colds a
            year?

                         FRAN
            That makes me feel just terrible.

                         BUD
            Why?

                         FRAN
            Well, to make the figures come out
            even -- since I have no colds a
            year -- some poor slob must have
            five colds a year.

                         BUD
            That's me.
                   (dabs his nose)


                         FRAN
            You should have stayed in bed this
            morning.

                         BUD
            I should have stayed in bed last
            night.

The elevator has slowed down, now stops.  Fran opens the door.

                         FRAN
            Nineteen.  Watch your step.

About a third of the passengers get out, including Bud and
Mr. Kirkeby.  As Kirkeby passes Fran, he slaps her behind
with his folded newspaper.  Fran jumps slightly.

                         FRAN
                   (all in the day's work)
            And watch your hand, Mr. Kirkeby!

                         KIRKEBY
                   (innocently)
            I beg your pardon?

                         FRAN
            One of these days I'm going to shut
            those doors on you and --

She withdraws her hand into the sleeve of her uniform, and
waves the "amputated" arm at him.

                         FRAN
            Twenty next.

The doors close.

INT. NINETEENTH FLOOR - DAY

Kirkeby turns away from the elevator, and grinning smugly,
falls in beside Bud.

                         KIRKEBY
            That Kubelik -- boy!  Would I like
            to get her on a slow elevator to
            China.

                         BUD
            Oh, yes.  She's the best operator
            in the building.

                         KIRKEBY
            I'm a pretty good operator myself --
            but she just won't give me a
            tumble -- date-wise.

                         BUD
            Maybe you're using the wrong
            approach.

                         KIRKEBY
            A lot of guys around here have
            tried it -- all kinds of
            approaches -- no dice.  What is she
            trying to prove?

                         BUD
            Could be she's just a nice,
            respectable girl -- there are
            millions of them.

                         KIRKEBY
            Listen to him.  Little Lord
            Fauntleroy!

Leaving Bud at the employees' coat-racks, Kirkeby heads
toward his office, one of the glass-enclosed cubicles.  Bud
hangs up his hat and raincoat, stows away the gloves and
muffler.  Out of his coat pocket he takes a plastic anti-
histamine sprayer and a box of cough drops, and still
carrying the Kleenex, threads his way to his desk.  Most of
the desks are already occupied, and the others are filling
rapidly.

Once seated at his desk, Bud arranges his medicaments neatly
in front of him. He takes a Kleenex out of the box, blows
his nose, then leaning back in his swivel chair sprays first
one nostril, then the other. Suddenly the piercing bell goes
off -- the workday has begun. Being the ultra-conscientious
type, Bud instantly sits upright in his chair, removes the
cover from his computing machine, picks up a batch of
perforated premium cards, starts entering figures on his
computer.

After a few seconds, he glances around to make sure that
everybody in the vicinity is busy. Then he looks up a number
in the company telephone directory, dials furtively.

                         BUD
                   (cupping hand over
                   phone mouthpiece)
            Hello, Mr. Dobisch? This is Baxter,
            on the nineteenth floor.

INT. DOBISCH'S OFFICE - DAY

It is a glass-enclosed cubicle on the twenty-first floor.
Through the glass we see another enormous layout of desks,
everybody working away. Dobisch is holding the phone in one
hand, running an electric shaver over his face with the other.

                         DOBISCH
            Oh, Buddy-boy. I was just about to
            call you.
                   (shuts off electric shaver)
            I'm sorry about that mess on the
            living room wall. You see, my
            little friend, she kept insisting
            Picasso was a bum -- so she started
            to do that mural -- but I'm sure it
            will wash off -- just eyebrow pencil.

BUD - ON PHONE

                         BUD
            It's not Picasso I'm calling about.
            It's the key -- to my apartment --
            you were supposed to leave it under
            the mat.

DOBISCH - ON PHONE

                         DOBISCH
            I did, didn't I? I distinctly
            remember bending over and putting
            it there --

BUD - ON PHONE

                         BUD
            Oh, I found a key there, all
            right -- only it's the wrong key.

DOBISCH - ON PHONE

                         DOBISCH
            It is?
                   (takes Bud's key out
                   of his pocket)
            Well, how about that? No wonder I
            couldn't get into the executive
            washroom this morning.

BUD - ON PHONE

                         BUD
            And I couldn't get into my
            apartment -- so at four a. m. I had
            to wake up the landlady and give
            her a whole song and dance about
            going out to mail a letter and the
            door slamming shut.

DOBISCH - ON PHONE

                         DOBISCH
            That's a shame. I'll send the key
            right down. And about your
            promotion --
                   (leafs through report
                   on desk)
            -- I'm sending that efficiency
            report right up to Mr. Sheldrake,
            in Personnel. I wouldn't be
            surprised if you heard from him
            before the day is over.

BUD - ON PHONE

                         BUD
            Thank you, Mr. Dobisch.

He hangs up, feels his forehead. It is warm. Clipped to his
handkerchief pocket are a black fountain pen and, next to
it, a thermometer in a black case. Bud unclips the
thermometer case, unscrews the cap, shakes the thermometer
out, puts it under his tongue. He resumes work.

A messenger comes up to his desk with an interoffice envelope.

                         MESSENGER
            From Mr. Dobisch.

                         BUD
                   (thermometer in mouth)
            Wait.

He turns away from the messenger, unties the string of the
envelope, takes his key out, puts it in a coat pocket. From
a trouser pocket, he extracts Dobisch's key to the executive
washroom, slips it discreetly into the envelope, reties it,
hands it to the messenger.

                         BUD
                   (thermometer in mouth)
            To Mr. Dobisch.

Puzzled by the whole procedure, the messenger leaves. Bud
now removes the thermometer from his mouth, reads it. It's
worse than he thought. He puts the thermometer back in the
case, clips it to his pocket, takes his desk calendar out of
a drawer, turns a leaf. Under the date WEDNESDAY, NOVEMBER 4
there is an entry in his handwriting -- MR. VANDERHOF. Bud
consults the telephone directory again, picks up the phone,
dials.

INT. VANDERHOF'S OFFICE - DAY

This is another glass-enclosed cubicle on another floor. MR.
VANDERHOF, a Junior Chamber of Commerce type, is dictating
to an elderly secretary who sits across the desk from him.

                         VANDERHOF
            Dear Mr. MacIntosh --
                   (phone rings and he
                   picks it up)
            Vanderhof, Public Relations. Oh,
            yes, Baxter. Just a minute.
                   (to secretary)
            All right, Miss Finch -- type up
            what we got so far.
                   (he waits till she is
                   out of the office;
                   then, into phone)
            Now what is it, Baxter?

BUD - ON PHONE

                         BUD
            Look, Mr. Vanderhof -- I've got you
            down here for tonight -- but I'm
            going to be using the place
            myself -- so I'll have to cancel.

VANDERHOF - ON PHONE

                         VANDERHOF
            Cancel? But it's her birthday -- I
            already ordered the cake --

BUD - ON PHONE

                         BUD
            I hate to disappoint you -- I mean,
            many happy returns -- but not
            tonight --

VANDERHOF - ON PHONE

                         VANDERHOF
            That's not like you, Baxter. Just
            the other day, at the staff meeting,
            I was telling Mr. Sheldrake what a
            reliable man you were.

BUD - ON PHONE

                         BUD
            Thank you, Mr. Vanderhof. But I'm
            sick -- I have this terrible
            cold -- and a fever -- and I got to
            go to bed right after work.

VANDERHOF - ON PHONE

                         VANDERHOF
            Buddy-boy, that's the worst thing
            you can do. If you got a cold, you
            should go to a Turkish bath --
            spend the night there -- sweat it
            out --

BUD - ON PHONE

                         BUD
            Oh, no. I'd get pneumonia -- and if
            I got pneumonia, I'd be in bed for
            a month -- and if I were in bed for
            a month --

VANDERHOF - ON PHONE

                         VANDERHOF
            Okay, you made your point. We'll
            just have to do it next Wednesday --
            that's the only night of the week I
            can get away.

BUD - ON PHONE

                         BUD
            Wednesday -- Wednesday --
                   (leafing through calendar)
            I got somebody penciled in -- let
            me see what I can do -- I'll get
            back to you.

He hangs up, riffles through the directory, finds the
number, and with a furtive look around, dials again.

                         BUD
                   (into phone)
            Mr. Eichelberger? Is this Mortgage
            and Loan? I'd like to speak to Mr.
            Eichelberger. Yes, it is urgent.

INT. EICHELBERGER'S OFFICE - DAY

Also glass-enclosed, but slightly larger than the others. MR.
EICHELBERGER, a solid citizen of about fifty, is displaying
some mortgage graphs to three associates. A fourth one has
answered the phone.

                         ASSOCIATE
                   (holding out phone to Eichelberger)
            For you, Mel.

Eichelberger puts the charts down, takes the phone.

                         EIGHELBERGER
            Eichelberger here -- oh, yes,
            Baxter --
                   (a glance at his
                   associates; then
                   continues, as though
                   it were a business call)
            What's your problem? -- Wednesday
            is out? -- oh -- that throws a
            little monkey wrench into my
            agenda -- Thursday? No, I'm all
            tied up on Thursday -- let's
            schedule that meeting for Friday.

BUD - ON PHONE

                         BUD
            Friday?
                   (checks calendar)
            Let me see what I can do. I'll get
            back to you.

He hangs up, consults the directory, starts to dial a number.

INT. KIRKEBY'S OFFICE - DAY

It's another of those glass-enclosed cubicles, on the
nineteenth floor. Kirkeby is talking into a dictaphone.

                         KIRKEBY
            Premium-wise and billing-wise, we
            are eighteen percent ahead of last
            year, October-wise.

The phone has been ringing. Kirkeby switches off the machine,
picks up the phone.

                         KIRKEBY
            Hello? Yeah, Baxter. What's up?

BUD - ON PHONE

                         BUD
            Instead of Friday -- could you
            possibly switch to Thursday? You'd
            be doing me a great favor --

KIRKEBY - ON PHONE

                         KIRKEBY
            Well -- it's all right with me, Bud.
            Let me check. I'll get back to you.

He presses down the button on the cradle, dials Operator.

INT. SWITCHBOARD ROOM

There is a double switchboard in the center, with nine girls
on each side, all busy as beavers. In the foreground we
recognize Sylvia, Kirkeby's date of last night.

                         SYLVIA
            Consolidated Life -- I'll connect
            you -- Consolidated Life --

The girl next to her turns and holds out a line.

                         SWITCHBOARD GIRL
            Sylvia -- it's for you.

Sylvia plugs the call into her own switchboard.

                         SYLVIA
            Yes? Oh, hello -- sure I got home
            all right -- you owe me forty-five
            cents.

KIRKEBY - ON PHONE

                         KIRKEBY
            Okay, okay. Look, Sylvia -- instead
            of Friday - could we make it
            Thursday night?

SYLVIA - AT SWITCHBOARD

                         SYLVIA
            Thursday? That's The Untouchables --
            with Bob Stack.

KIRKEBY - ON PHONE

                         KIRKEBY
            Bob WHO? -- all right, so we'll
            watch it at the apartment. Big deal.
                   (he hangs up, dials)
            Baxter? It's okay for Thursday.

INT. NINETEENTH FLOOR - DAY

Bud, at his desk, is on the phone.

                         BUD
            Thank you, Mr. Kirkeby.
                   (hangs up, consults
                   directory, dials)
            Mr. Eichelberger? It's okay for
            Friday.
                   (hangs up, consults
                   directory, dials)
            Mr. Vanderhof? It's okay for
            Wednesday.

During this, the phone has rung at the next desk, and the
occupant, MR. MOFFETT, has picked it up. As Bud hangs up --

                         MOFFETT
                   (into phone)
            All right -- I'll tell him.
                   (hangs up, turns to Bud)
            Hey, Baxter -- that was Personnel.
            Mr. Sheldrake's secretary.

                         BUD
            Sheldrake?

                         MOFFETT
            She's been trying to reach you for
            the last twenty minutes. They want
            you up stairs.

                         BUD
            Oh!

He jumps up, stuffs the nose-spray into one pocket, a
handful of Kleenex into the other.

                         MOFFETT
            What gives, Baxter? You getting
            promoted or getting fired?

                         BUD
                   (cockily)
            Care to make a small wager?

                         MOFFETT
            I've been here twice as long as you
            have --

                         BUD
            Shall we say -- a dollar?

                         MOFFETT
            It's a bet.

Bud snake-hips between the desks like a broken-field runner.

At the elevator, Bud presses the UP button, paces nervously.
One of the elevator doors opens, and as Bud starts inside,
the doors of the adjoining elevator open, and Fran Kubelik
sticks her head out.

                         FRAN
            Going up?

Hearing her voice, Bud throws a quick "Excuse me" to the
other operator, exits quickly and steps into Fran's elevator.

                         BUD
            Twenty-seven, please. And drive
            carefully. You're carrying precious
            cargo -- I mean, manpower-wise.

Fran shuts the doors.

INT. ELEVATOR - DAY

Fran presses a button, and the elevator starts up.

                         FRAN
            Twenty-seven.

                         BUD
            You may not realize it, Miss
            Kubelik, but I'm in the top ten --
            efficiency-wise and this may be the
            day -- promotion-wise.

                         FRAN
            You're beginning to sound like Mr.
            Kirkeby already.

                         BUD
            Why not? Now that they're kicking
            me upstairs --

                         FRAN
            Couldn't happen to a nicer guy.
                   (Bud beams)
            You know, you're the only one
            around here who ever takes his hat
            off in the elevator.

                         BUD
            Really?

                         FRAN
            The characters you meet. Something
            happens to men in elevators. Must
            be the change of altitude -- the
            blood rushes to their head, or
            something -- boy, I could tell you
            stories --

                         BUD
            I'd love to hear them. Maybe we
            could have lunch in the cafeteria
            sometime -- or some evening, after
            work --

The elevator has stopped, and Fran opens the doors.

                         FRAN
            Twenty-seven.

INT. TWENTY-SEVENTH FLOOR FOYER - DAY

It is pretty plush up here -- soft carpeting and tall
mahogany doors leading to the executive offices. The elevator
door is open, and Bud steps out.

                         FRAN
            I hope everything goes all right.

                         BUD
            I hope so.
                   (turning back)
            Wouldn't you know they'd call me on
            a day like this -- with my cold and
            everything --
                   (fumbling with his tie)
            How do I look?

                         FRAN
            Fine.
                   (stepping out of elevator)
            Wait.

She takes the carnation out of her lapel, starts to put it
in Bud's buttonhole.

                         BUD
            Thank you. That's the first thing I
            ever noticed about you -- when you
            were still on the local elevator --
            you always wore a flower --

The elevator buzzer is now sounding insistently.  Fran steps
back inside.

                         FRAN
            Good luck. And wipe your nose.

She shuts the doors. Bud looks after her, then takes a
Kleenex out of his pocket, and wiping his nose, crosses to a
glass door marked J. D. SHELDRAKE, DIRECTOR OF PERSONNEL. He
stashes the used Kleenex away in another pocket, enters.

INT. SHELDRAKE'S ANTEROOM - DAY

It is a sedate office with a secretary and a couple of
typists. The secretary's name is MISS OLSEN. She is in her
thirties, flaxen- haired, handsome, wears harlequin glasses,
and has an incisive manner. Bud comes up to her desk.

                         BUD
            C. C. Baxter -- Ordinary Premium
            Accounting -- Mr. Sheldrake called
            me.

                         MISS OLSEN
            I called you -- that is, I tried to
            call you -- for twenty minutes.

                         BUD
            I'm sorry, I --

                         MISS OLSEN
            Go on in.

She indicates the door leading to the inner office. Bud
squares his shoulders and starts in.

INT. SHELDRAKE'S OFFICE - DAY

Mr. Sheldrake is a $14,000 a year man, and rates a four-
window office.

It is not quite an executive suite, but it is several pegs
above the glass cubicles of the middle echelon. There is
lots of leather, and a large desk behind which sits MR.
SHELDRAKE. He is a substantial looking, authoritative man in
his middle forties, a pillar of his suburban community, a
blood donor and a family man. The latter is attested to by a
framed photograph showing two boys, aged 8 and 10, in
military school uniforms.

As Baxter comes through the door, Sheldrake is leafing
through Dobisch's efficiency report. He looks up at Bud
through a pair of heavy-rimmed reading glasses.

                         SHELDRAKE
            Baxter?

                         BUD
            Yes, sir.

                         SHELDRAKE
                   (studying him)
            I was sort of wondering what you
            looked like. Sit down.

                         BUD
            Yes, Mr. Sheldrake.

He seats himself on the very edge of the leather armchair
facing Sheldrake.

                         SHELDRAKE
            Been hearing some very nice things
            about you -- here's a report from
            Mr. Dobisch -- loyal, cooperative,
            resourceful --

                         BUD
            Mr. Dobisch said that?

                         SHELDRAKE
            And Mr. Kirkeby tells me that
            several nights a week you work late
            at the office -- without overtime.

                         BUD
                   (modestly)
            Well, you know how it is -- things
            pile up.

                         SHELDRAKE
            Mr. Vanderhof, in Public Relations,
            and Mr. Eichelberger, in Mortgage
            and Loan -- they'd both like to
            have you transferred to their
            departments.

                         BUD
            That's very flattering.

Sheldrake puts the report down, takes off his glasses, leans
across the desk toward Bud.

                         SHELDRAKE
            Tell me, Baxter -- just what is it
            that makes you so popular?

                         BUD
            I don't know.

                         SHELDRAKE
            Think.

Bud does so. For a moment, he is a picture of intense
concentration. Then --

                         BUD
            Would you mind repeating the
            question?

                         SHELDRAKE
            Look, Baxter, I'm not stupid. I
            know everything that goes on in
            this building -- in every
            department -- on every floor --
            every day of the year.

                         BUD
                   (in a very small voice)
            You do?

                         SHELDRAKE
                   (rises, starts pacing)
            In 1957, we had an employee here,
            name of Fowler. He was very popular,
            too. Turned out he was running a
            bookie joint right in the Actuarial
            Department tying up the switchboard,
            figuring the odds on our I.B.M.
            machines -- so the day before the
            Kentucky Derby, I called in the
            Vice Squad and we raided the
            thirteenth floor.

                         BUD
                   (worried)
            The Vice Squad?

                         SHELDRAKE
            That's right, Baxter.

                         BUD
            What -- what's that got to do with
            me? I'm not running any bookie joint.

                         SHELDRAKE
            What kind of joint are you running?

                         BUD
            Sir?

                         SHELDRAKE
            There's a certain key floating
            around the office -- from Kirkeby
            to Vanderhof to Eichelberger to
            Dobisch -- it's the key to a
            certain apartment -- and you know
            who that apartment belongs to?

                         BUD
            Who?

                         SHELDRAKE
            Loyal, cooperative, resourceful C.
            C. Baxter.

                         BUD
            Oh.

                         SHELDRAKE
            Are you going to deny it?

                         BUD
            No, sir. I'm not going to deny it.
            But if you'd just let me explain --

                         SHELDRAKE
            You better.

                         BUD
                   (a deep breath)
            Well, about six months ago -- I was
            going to night school, taking this
            course in Advanced Accounting --
            and one of the guys in our
            department -- he lives in Jersey --
            he was going to a banquet at the
            Biltmore -- his wife was meeting
            him in town, and he needed someplace
            to change into a tuxedo -- so I
            gave him the key    and word must
            have gotten around -- because the
            next thing I knew, all sorts of
            guys were suddenly going to
            banquets -- and when you give the
            key to one guy, you can't say no to
            another and the whole thing got out
            of hand -- pardon me.

He whips out the nasal-spray, administers a couple of quick
squirts up each nostril.

                         SHELDRAKE
            Baxter, an insurance company is
            founded on public trust. Any
            employee who conducts himself in a
            manner unbecoming --
                   (shifting into a new gear)
            How many charter members are there
            in this little club of yours?

                         BUD
            Just those four -- out of a total
            of 31,259 -- so actually, we can be
            very proud of our personnel --
            percentage-wise.

                         SHELDRAKE
            That's not the point. Four rotten
            apples in a barrel -- no matter how
            large the barrel -- you realize
            that if this ever leaked out --

                         BUD
            Oh, it won't. Believe me. And it's
            not going to happen again. From now
            on, nobody is going to use my
            apartment --

In his vehemence he squeezes the spray bottle, which squirts
all over the desk.

                         SHELDRAKE
            Where is your apartment?

                         BUD
            West 67th Street. You have no idea
            what I've been going through --
            with the neighbors and the landlady
            and the liquor and the key --

                         SHELDRAKE
            How do you work it with the key?

                         BUD
            Well, usually I slip it to them in
            the office and they leave it under
            the mat -- but never again -- I can
            promise you that --

The phone buzzer sounds, and Sheldrake picks up the phone.

                         SHELDRAKE
            Yes, Miss Olsen.

INT. SHELDRAKE'S ANTEROOM - DAY

Miss Olsen is on the phone.

                         MISS OLSEN
            Mrs. Sheldrake returning your
            call -- on two --

She presses a button down, starts to hang the phone up,
glances around to see if the typists are watching, then
raises the receiver to her ear and eavesdrops on the
conversation.

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is talking into the phone.

                         SHELDRAKE
            Yes, dear -- I called you earlier --
            where were you? Oh, you took Tommy
            to the dentist --

During this, Bud has risen from his chair, started inching
toward the door.

                         SHELDRAKE
                   (turning to him)
            Where are you going, Baxter?

                         BUD
            Well, I don't want to intrude --
            and I thought -- since it's all
            straightened out anyway --

                         SHELDRAKE
            I'm not through with you yet.

                         BUD
            Yes, sir.

                         SHELDRAKE
                   (into phone)
            The reason I called is -- I won't
            be home for dinner tonight. The
            branch manager from Kansas City is
            in town -- I'm taking him to the
            theatre Music Man, what else? No,
            don't wait up for me -- 'bye,
            darling.
                   (hangs up, turns to Bud)
            Tell me something,  Baxter  -- have
            you seen Music Man?

                         BUD
            Not yet. But I hear it's one swell
            show.

                         SHELDRAKE
            How would you like to go tonight?

                         BUD
            You mean -- you and me? I thought
            you were taking the branch manager
            from Kansas City --

                         SHELDRAKE
            I made other plans. You can have
            both tickets.

                         BUD
            Well, that's very kind of you --
            only I'm not feeling well -- you
            see, I have this cold -- and I
            thought I'd go straight home.

                         SHELDRAKE
            Baxter, you're not reading me. I
            told you I have plans.

                         BUD
            So do I -- I'm going to take four
            aspirins and get into bed -- so you
            better give the tickets to somebody
            else --

                         SHELDRAKE
            I'm not just giving those tickets,
            Baxter -- I want to swap them.

                         BUD
            Swap them? For what?

Sheldrake picks up the Dobisch reports, puts on his glasses,
turns a page.

                         SHELDRAKE
            It also says here -- that you are
            alert, astute, and quite
            imaginative --

                         BUD
            Oh?
                   (the dawn is breaking)
            Oh!

He reaches into his coat pocket, fishes out a handful of
Kleenex, and then finally the key to his apartment. He holds
it up.

                         BUD
            This?

                         SHELDRAKE
            That's good thinking, Baxter. Next
            month there's going to be a shift
            in personnel around here -- and as
            far as I'm concerned, you're
            executive material.

                         BUD
            I am?

                         SHELDRAKE
            Now put down the key --
                   (pushing a pad toward him)
            -- and put down the address.

Bud lays the key on the desk, unclips what he thinks is his
fountain pen, uncaps it, starts writing on the pad.

                         BUD
            It's on the second floor - my name
            is not on the door -- it just says
            2A --

Suddenly he realizes that he has been trying to write the
address with the thermometer.

                         BUD
            Oh -- terribly sorry. It's that
            cold --

                         SHELDRAKE
            Relax, Baxter.

                         BUD
            Thank you, sir.

He has replaced the thermometer with the fountain pen, and
is scribbling the address.

                         BUD
            You'll be careful with the record
            player, won't you? And about the
            liquor -- I ordered some this
            morning -- but I'm not sure when
            they'll deliver it --

He has finished writing the address, shoves the pad over to
Sheldrake.

                         SHELDRAKE
            Now remember, Baxter -- this is
            going to be our little secret.

                         BUD
            Yes, of course.

                         SHELDRAKE
            You know how people talk.

                         BUD
            Oh, you don't have to worry --

                         SHELDRAKE
            Not that I have anything to hide.

                         BUD
            Oh, no sir. Certainly not. Anyway,
            it's none of my business -- four
            apples, five apples -- what's the
            difference -- percentage-wise?

                         SHELDRAKE
                   (holding out the tickets)
            Here you are, Baxter. Have a nice
            time.

                         BUD
            You too, sir.

Clutching the tickets, he backs out of the office.

                                            DISSOLVE TO:

INT. LOBBY INSURANCE BUILDING - EVENING

It is about 6:30, and the building has pretty well emptied
out by now. Bud, in raincoat and hat, is leaning against one
of the marble pillars beyond the elevators. His raincoat is
unbuttoned, and Fran's carnation is still in his lapel. He
is looking off expectantly toward a door marked EMPLOYEES'
LOUNGE - WOMEN.

Some of the female employees are emerging, dressed for the
street. Among them are Sylvia and her colleague from the
switchboard.

                         SYLVIA
            So I figure, a man in his position,
            he's going to take me to 21 and El
            Morocco -- instead, he takes me to
            Hamburg Heaven and some schnook's
            apartment --

They pass Bud without paying any attention to him. Bud has
heard the crack, and looks after Sylvia, a little hurt. Then
he glances back toward the door of the lounge, as it opens
and Fran Kubelik comes out. She is wearing a wool coat over
a street dress, no hat.

                         FRAN
                   (passing Bud)
            Good night.

                         BUD
                   (casually)
            Good night.

She is about three paces beyond him when he suddenly realizes
who it is.

                         BUD
            Oh -- Miss Kubelik.
                   (he rushes after her,
                   taking off his hat)
            I've been waiting for you.
                         FRAN
            You have?

                         BUD
            I almost didn't recognize you --
            this is the first time I've ever
            seen you in civilian clothes.

                         FRAN
            How'd you make out on the twenty-
            seventh floor?

                         BUD
            Great. Look -- have you seen The
            Music Man?

                         FRAN
            No.

                         BUD
            Would you like to?

                         FRAN
            Sure.

                         BUD
            I thought maybe we could have a
            bite to eat first -- and then --

                         FRAN
            You mean tonight?

                         BUD
            Yeah.

                         FRAN
            I'm sorry, but I can't tonight. I'm
            meeting somebody.

                         BUD
            Oh.
                   (a beat)
            You mean -- like a girl-friend?

                         FRAN
            No. Like a man.

She proceeds across the lobby toward the street entrance,
Bud following her.

                         BUD
            I wasn't trying to be personal --
            it's just that the fellows in the
            office were -- whether you wondering
            about you ever --

                         FRAN
            Just tell 'em -- now and then.

                         BUD
            This date -- is it just a date --
            or is it something serious?

                         FRAN
            It used to be serious -- at least I
            was -- but he wasn't -- so the
            whole thing is more or less kaputt.

                         BUD
            Well, in that case, couldn't you -- ?

                         FRAN
            I'm afraid not. I promised to have
            a drink with him -- he's been
            calling me all week --

                         BUD
            Oh, I understand.

He follows her out through the revolving doors.

EXT. INSURANCE BUILDING - EVENING

Fran and Bud come out.

                         BUD
                   (putting his hat on)
            Well, it was just an idea -- I hate
            to see a ticket go to waste --

                         FRAN
                   (stops)
            What time does the show go on?

                         BUD
            Eight-thirty.

                         FRAN
                   (looks at her watch)
            Well -- I could meet you at the
            theatre -- if that's all right.

                         BUD
            All right? That's wonderful! It's
            the Majestic -- 44th Street.

                         FRAN
            Meet you in the lobby. Okay?

Bud nods happily, falls in beside her as she starts down the
street.

                         BUD
            You know, I felt so lousy this
            morning -- a hundred and one
            fever -- then my promotion came
            up -- now you and I -- eleventh row
            center -- and you said I should
            have stayed in bed.

                         FRAN
            How is your cold?

                         BUD
                   (high as a kite)
            What cold? And after the show, we
            could go out on the town --
                   (does a little cha
                   cha step)
            I've been taking from Arthur Murray.

                         FRAN
            So I see.

                         BUD
            They got a great little band at El
            Chico, in the Village -- it's
            practically around the corner from
            where you live.

                         FRAN
            Sounds good.
                   (a sudden thought)
            How do you know where I live?

                         BUD
            Oh, I even know who you live
            with -- your sister and brother-in-
            law -- I know when you were born --
            and where -- I know all sorts of
            things about you.

                         FRAN
            How come?

                         BUD
            A couple of months ago I looked up
            your card in the group insurance
            file.

                         FRAN
            Oh.

                         BUD
            I know your height, your weight and
            your Social Security number -- you
            had mumps, you had measles, and you
            had your appendix out.

They have now reached the corner, and Fran stops.

                         FRAN
            Well, don't tell the fellows in the
            office about the appendix. They may
            get the wrong idea how you found
            out.
                   (turning the corner)
            'Bye.

                         BUD
                   (calling after her)
            Eight-thirty!

He watches her walk away, an idiot grin on his face. Despite
what he told Fran, his nose is stuffed up, so he takes out
the anti-histamine and sprays his nostrils. Then, carried
away, he squirts some of the stuff on the carnation in his
buttonhole, moves off in the opposite direction.

EXT. DOWNTOWN STREET - EVENING

Fran comes hurrying along the street. She is late. Her
objective is a small Chinese restaurant, with a neon sign
reading THE RICKSHAW - COCKTAILS - CANTONESE FOOD. She
starts down a flight of steps leading to the entrance.

INT. CHINESE RESTAURANT - EVENING

The bar is a long, narrow, dimly-lit room with booths along
one side. Beyond a bamboo curtain is the main dining room,
which does not concern us. The place is decorated in Early
Beachcomber style rattan, fish-nets, conch-shells, etc.

The help is Chinese. At this early hour, there are only half
a dozen customers in the place -- all at the bar except for
one man, sitting in the last booth with his back toward
camera. At a piano, a Chinese member of Local 808 is
improvising mood music.

Fran comes through the door, and without looking around,
heads straight for the last booth. The bartender nods to
her -- they know her there. As she passes the piano player,
he gives her a big smile, segues into JEALOUS LOVER.

Fran comes up to the man sitting in the last booth.

                         FRAN
                   (a wistful smile)
            Good evening, Mr. Sheldrake.

Sheldrake, for that's who it is, looks around nervously to
make sure no one has heard her.

                         SHELDRAKE
            Please, Fran -- not so loud.
                   (he gets up)


                         FRAN
            Still afraid somebody may see us
            together?

                         SHELDRAKE
                   (reaching for her coat)
            Let me take that.

                         FRAN
            No, Jeff. I can't stay very long.
                   (sits opposite him,
                   with her coat on)
            Can I have a frozen daiquiri?

                         SHELDRAKE
            It's on the way.
                   (sits down)
            I see you went ahead and cut your
            hair.

                         FRAN
            That's right.

                         SHELDRAKE
            You know I liked it better long.

                         FRAN
            Yes, I know. You want a lock to
            carry in your wallet?

A waiter comes up with a tray: two daiquiris, fried shrimp,
eggrolls, and a bowl of sauce.

                         WAITER
                   (showing all his teeth)
            Evening, lady. Nice see you again.

                         FRAN
            Thank you.

The waiter has set everything on the table, leaves.

                         SHELDRAKE
            How long has it been -- a month?

                         FRAN
            Six weeks. But who's counting?

                         SHELDRAKE
            I missed you, Fran.

                         FRAN
            Like old times. Same booth, same
            song --

                         SHELDRAKE
            It's been hell.

                         FRAN
                   (dipping shrimp)
            -- same sauce -- sweet and sour.

                         SHELDRAKE
            You don't know what it's like --
            standing next to you in that
            elevator, day after day -- Good
            morning, Miss Kubelik -- Good
            night, Mr. Sheldrake -- I'm still
            crazy about you, Fran.

                         FRAN
                   (avoiding his eyes)
            Let's not start on that again,
            Jeff -- please. I'm just beginning
            to get over it.

                         SHELDRAKE
            I don't believe you.

                         FRAN
            Look, Jeff -- we had two wonderful
            months this summer -- and that was
            it. Happens all the time -- the
            wife and kids go away to the
            country, and the boss has a fling
            with the secretary or the
            manicurist -- or the elevator girl.
            Comes September, the picnic is
            over -- goodbye. The kids go back
            to school, the boss goes back to
            the wife, and the girl --
                   (she is barely able
                   to control herself)
            They don't make these shrimp like
            they used to.

                         SHELDRAKE
            I never said goodbye, Fran.

                         FRAN
                   (not listening)
            For a while there, you try kidding
            yourself that you're going with an
            unmarried man. Then one day he
            keeps looking at his watch, and
            asks you if there's any lipstick
            showing, then rushes off to catch
            the seven-fourteen to White Plains.
            So you fix yourself a cup of
            instant coffee -- and you sit there
            by yourself -- and you think -- and
            it all begins to look so ugly --

There are tears in her eyes. She breaks off, downs what's
left of the daiquiri.

                         SHELDRAKE
            How do you think I felt -- riding
            home on that seven-fourteen train?

                         FRAN
            Why do you keep calling me, Jeff?
            What do you want from me?

                         SHELDRAKE
                   (taking her hand)
            I want you back, Fran.

                         FRAN
                   (withdrawing her hand)
            Sorry, Mr. Sheldrake -- I'm full up.
            You'll have to take the next
            elevator.

                         SHELDRAKE
            You're not giving me a chance, Fran.
            I asked you to meet me because -- I
            have something to tell you.
                         FRAN
            Go ahead -- tell me.

                         SHELDRAKE
                   (a glance around)
            Not here, Fran. Can't we go some
            place else?

                         FRAN
            No. I have a date at eight-thirty.

                         SHELDRAKE
            Important?

                         FRAN
            Not very -- but I'm going to be
            there anyway.

She takes out an inexpensive square compact with a fleur de
lis pattern on it, opens it, starts to fix her face. The
waiter comes up with a couple of menus.

                         WAITER
            You ready order dinner now?

                         FRAN
            No. No dinner.

                         SHELDRAKE
            Bring us two more drinks.

                                            CUT TO:

EXT. MAJESTIC THEATRE - EVENING

It is 8:25, and there is the usual hectic to-do -- taxis
pulling up, people milling around the sidewalk and crowding
into the lobby. In the middle of this melee, buffeted by the
throng, stands Bud, in raincoat and hat, looking anxiously
for Fran.

                                            CUT TO:

INT. CHINESE RESTAURANT - EVENING

Fran and Sheldrake, in the booth, are working on the second
round of drinks.

                         SHELDRAKE
            Fran -- remember that last weekend
            we had?

                         FRAN
                   (wryly)
            Do I. That leaky little boat you
            rented -- and me in a black negligee
            and a life preserver --

                         SHELDRAKE
            Remember what we talked about?

                         FRAN
            We talked about a lot of things.

                         SHELDRAKE
            I mean -- about my getting a divorce.

                         FRAN
            We didn't talk about it -- you did.

                         SHELDRAKE
            You didn't really believe me, did
            you?

                         FRAN
                   (shrugging)
            They got it an a long playing
            record now - Music to String Her
            Along By. My wife doesn't understand
            me -- We haven't gotten along for
            years -- You're the best thing that
            ever happened to me --

                         SHELDRAKE
            That's enough, Fran.

                         FRAN
                   (going right on)
            Just trust me, baby -- we'll work
            it out somehow --

                         SHELDRAKE
            You're not being funny.

                         FRAN
            I wasn't trying.

                         SHELDRAKE
            If you'll just listen to me for a
            minute --

                         FRAN
            Okay. I'm sorry.

                         SHELDRAKE
            I saw my lawyer this morning -- I
            wanted his advice  -- about the
            best way to handle it --

                         FRAN
            Handle what?

                         SHELDRAKE
            What do you think?

                         FRAN
                   (looking at him for a
                   long moment - then)
            Let's get something straight,
            Jeff -- I never asked you to leave
            your wife.

                         SHELDRAKE
            Of course not. You had nothing to
            do with it.

                         FRAN
                   (her eyes misting up again)
            Are you sure that's what you want?

                         SHELDRAKE
            I'm sure. If you'll just tell me
            that you still love me --

                         FRAN
                   (softly)
            You know I do.

                         SHELDRAKE
            Fran --

He takes her hand, kisses it. The bar has been filling up,
and now two couples are seating themselves in a nearby booth.
One of the women is Miss Olsen.

                         FRAN
                   (pulling her hand
                   away gently)
            Jeff -- darling --

She indicates the other customers. Sheldrake glances over
his shoulder.

                         SHELDRAKE
            It is crowding up. Let's get out of
            here.

They rise. Sheldrake leaves some money on the table, leads
Fran toward the entrance. As they pass Miss Olsen's booth,
she turns around slowly, and putting on her glasses, looks
after them.

Sheldrake slips a bill to the piano player, who gives them a
big smile, slides into JEALOUS LOVER again. Retrieving his
hat and coat from the checkroom girl, Sheldrake steers Fran
through the door.

Miss Olsen watches them with a cold smile.

EXT. CHINESE RESTAURANT - EVENING

Fran and Sheldrake come up the steps.

                         SHELDRAKE
                   (to a passing cab)
            Taxi!

It passes without stopping.

                         FRAN
            I have that date -- remember?

                         SHELDRAKE
            I love you -- remember?

Another taxi approaches. Sheldrake gives a shrill whistle,
and it pulls up. He opens the door.

                         FRAN
            Where are we going, Jeff? Not back
            to that leaky boat --

                         SHELDRAKE
            I promise.

He helps her into the cab, takes out of his coat pocket the
page from the pad on which Bud wrote the address of the
apartment.

                         SHELDRAKE
                   (to cab driver)
            51 West Sixty-Seventh.

He gets in beside Fran, shuts the door. As the cab pulls
away, through the rear window the two can be seen kissing.

                                            CUT TO:

EXT. MAJESTIC THEATRE - EVENING

It's 9 o'clock, the lobby is deserted, and standing on the
sidewalk all by himself, is Bud. He takes a Kleenex out of
his pocket, blows his nose, stuffs the used Kleenex in
another pocket. He looks up and down the street, consults
his watch, decides to wait just a little longer.

                                            FADE OUT:

FADE IN:

BAXTER'S DESK CALENDAR

The leaves are flipping over. Mr. Sheldrake seems to be
using The Apartment regularly -- for the name Sheldrake, in
Bud's handwriting, appears on the pages dated Monday,
November 9, Thursday, November 12, Thursday, November 19,
Monday, November 23, and Monday, November 30. Mr. Sheldrake
also seems to be Baxter's only customer by now, since the
other leaves of the calendar are blank.

                                            DISSOLVE TO:

INT. NINETEENTH FLOOR - INSURANCE BUILDING - DAY

It is a gloomy December morning, and hundreds of desk-bound
employees are bent over their paper-work.

Bud Baxter, in raincoat and hat, is clearing out his desk.
He has piled everything on his blotter pad -- reference
books, papers, a fountain pen set, pencils, paper clips and
the calendar. Watching him from the next desk is a
dumbfounded Moffett. Bud picks up the blotter pad with his
stuff on it, and as he moves past Moffett's desk, Moffett
takes out a dollar bill, drops it grudgingly on the loaded
pad. Bud flashes him a little grin, continues between the
desks toward the row of glass-enclosed offices housing the
supervisory personnel.

He comes up to an unoccupied cubicle. A sign painter is
brushing in some new lettering on the glass door -- it reads
C. C. BAXTER, Second Administrative Assistant. Bud studies
the sign with a good deal of satisfaction.

                         BUD
                   (to painter)
            Would you mind --?
                   (the painter turns around)
            C. C. Baxter -- that's me.

With an "Oh, " the painter opens the door for him.

INT. BAXTER'S OFFICE - DAY

Bud enters his new office, deposits his stuff on the bare
desk, looks around possessively. The small cubicle boasts
one window, carpeting on the floor, a filing cabinet, a
couple of synthetic-leather chairs, and a clothes-tree -- to
Bud, it is the Taj Mahal. He crosses to the clothes-tree,
removes his hat and coat, hangs them up. From OFF comes --

                         KIRKEBY'S VOICE
            Hi, Buddy-boy.

                         DOBISCH'S VOICE
            Congratulations, and all that jazz.

Bud turns. Kirkeby, Dobisch, Eichelberger and Vanderhof have
come into the office.

                         BUD
            Hi, fellas.

                         EICHELBERGER
            Well, you made it, kid -- just like
            we promised.

                         VANDERHOF
            Quite an office -- name on the
            door -- rug on the floor -- the
            whole schmear.

                         BUD
            Yeah.

                         DOBISCH
            Teamwork -- that's what counts in
            an organization like this. All for
            one and one for all -- know what I
            mean?

                         BUD
            I have a vague idea.

Kirkeby signals to Vanderhof, who shuts the door. The four
charter members of the club start closing in on Bud.

                         KIRKEBY
            Baxter, we're a little disappointed
            in you -- gratitude-wise.

                         BUD
            Oh, I'm very grateful.

                         EIGHELBERGER
            Then why are you locking us out,
            all of a sudden?

                         BUD
            It's been sort of rough these last
            few weeks -- what with my cold and
            like that --

He has picked up the desk calendar, shoves it discreetly
into one of the drawers.

                         DOBISCH
            We went to bat for you -- and now
            you won't play ball with us.

                         BUD
            Well, after all, it's my
            apartment -- it's private
            property -- it's not a public
            playground.

                         VANDERHOF
            All right, so you got yourself a
            girl -- that's okay with us -- but
            not every night of the week.

                         KIRKEBY
            How selfish can you get?
                   (to the others)
            Last week I had to borrow my
            nephew's car and take Sylvia to a
            drive-in in Jersey. I'm too old for
            that sort of thing -- I mean, in a
            Volkswagen.

                         BUD
            I sympathize with your problem --
            and believe me, I'm very sorry --

                         DOBISCH
            You'll be a lot sorrier before
            we're through with you.

                         BUD
            You threatening me?

                         DOBISCH
            Listen, Baxter, we made you and we
            can break you.

He deliberately flips a cigar ash on Bud's desk. At the same
time, the door opens, and Sheldrake comes striding in briskly.

                         BUD
            Good morning, Mr. Sheldrake.

The others swivel around.

                         SHELDRAKE
            Morning, gentlemen.
                   (to Bud)
            Everything satisfactory? You like
            your office?

                         BUD
            Oh, yes, sir. Very much. And I want
            to thank you --

                         SHELDRAKE
            Don't thank me -- thank your
            friends here -- they're the ones
            who recommended you.

The four friends manage to work up some sickly smiles.

                         DOBISCH
            We just dropped in to wish him the
            best.
                   (quickly brushes
                   cigar ash off desk)


                         KIRKEBY
                   (as they move toward
                   the door)
            So long, Baxter. We know you won't
            let us down.

                         BUD
            So long, fellas. Drop in any time.
            The door is always open -- to my
            office.

They leave. Sheldrake and Bud are alone.

                         SHELDRAKE
            I like the way you handled that.
            Well, how does it feel to be an
            executive?

                         BUD
            Fine. And I want you to know I'll
            work very hard to justify your
            confidence in me --
                         SHELDRAKE
            Sure you will.
                   (a beat)
            Say, Baxter, about the apartment -
            now that you got a raise, don't you
            think we can afford a second key?

                         BUD
            Well -- I guess so.

                         SHELDRAKE
            You know my secretary -- Miss
            Olsen --

                         BUD
            Oh, yes. Very attractive. Is she --
            the lucky one?

                         SHELDRAKE
            No, you don't understand. She's a
            busybody -- always poking her nose
            into things -- and with that key
            passing back and forth -- why take
            chances?

                         BUD
            Yes, sir. You can't be too careful.

He glances toward the glass partitions to make sure that
nobody is watching.

                         BUD
            I have something here -- I think it
            belongs to you.

Out of his pocket he has slipped the compact with the fleur-
de-lis pattern we saw Fran use at the Rickshaw. He holds it
out to Sheldrake.

                         SHELDRAKE
            To me?

                         BUD
            I mean -- the young lady -- whoever
            she may be -- it was on the couch
            when I got home last night.

                         SHELDRAKE
            Oh, yes. Thanks.

                         BUD
            The mirror is broken.
                   (opens compact,
                   revealing crack in mirror)
            It was broken when I found it.

                         SHELDRAKE
            So it was.
                   (takes the compact)
            She threw it at me.

                         BUD
            Sir?

                         SHELDRAKE
            You know how it is -- sooner or
            later they all give you a bad time.

                         BUD
                   (man-of-the-world)
            I know how it is.

                         SHELDRAKE
            You see a girl a couple of times a
            week -- just for laughs -- and
            right away she thinks you're going
            to divorce your wife. I ask you --
            is that fair?

                         BUD
            No, sir. That's very unfair --
            especially to your wife.

                         SHELDRAKE
            Yeah.
                   (shifting gears)
            You know, Baxter, I envy you.
            Bachelor -- all the dames you
            want -- no headaches, no
            complications --

                         BUD
            Yes, sir. That's the life, all right.

                         SHELDRAKE
            Put me down for Thursday again.

                         BUD
            Roger. And I'll get that other key.

Sheldrake exits. Bud takes the calendar out of the desk
drawer, makes an entry.

                                            DISSOLVE TO:

BAXTER'S DESK CALENDAR

Again the leaves are flipping over, and again we see
Sheldrake's name in Bud's handwriting -- booked for the
following dates: Monday, December 14, Thursday, December 17,
Monday, December 21, Thursday, December 24.

                                            DISSOLVE TO:

INT. SWITCHBOARD ROOM - DAY

Perched on top of the switchboard is a small decorated
Christmas tree, and the operators are dispensing holiday
greetings to all callers.

                         OPERATORS
            Consolidated Life -- Merry
            Christmas -- I'll connect you --
            Consolidated Life -- Merry
            Christmas -- I'm ringing --

In the foreground, Sylvia is engaged in a private
conversation of her own.

                         SYLVIA
                   (into mouthpiece)
            Yeah? -- YEAH? -- Where? -- You
            bet --

She tears off her headset, and turns to the other girls.

                         SYLVIA
            Somebody watch my line -- there's a
            swinging party up on the nineteenth
            floor --

She scoots out the door. The other girls immediately abandon
their posts, and dash after her.

INT. NINETEENTH FLOOR - DAY

It's a swinging party, all right. Nobody is working. Several
desks have been cleared and pushed together, and on top of
this improvised stage four female employees and Mr. Dobisch,
with his pants-legs rolled up, are doing a Rockette kick
routine to the tune of JINGLE BELLS. Employees are ringed
around the performers, some drinking out of paper cups,
others singing and clapping in rhythm.

One of the cubicles has been transformed into a bar, and it
is jammed with people. Mr. Kirkeby and Mr. Vanderhof are
pouring -- each has a couple of bottles of liquor in his
hands, and is emptying them into the open top of a water-
cooler.

But the stuff is flowing out as fast as it flows in --
everybody is in line with a paper cup waiting for a refill.

Bud comes shouldering his way out of the crowded cubicle,
holding aloft two paper cups filled with booze. Since his
promotion he has bought himself a new suit, dark flannel,
and with it he wears a white shirt with a pinned round
collar, and a foulard tie. He also has quite a glow on.
Detouring past necking couples, he heads in the direction of
the elevators.

The doors of Fran's elevator are just opening, and the
switchboard operators, led by Sylvia, come streaming out.

                         SYLVIA
                   (to a colleague)
            -- so I said to him: Never again! --
            either get yourself a bigger car or
            a smaller girl --

As they head for the party, they pass Bud, who is approaching
the elevator with the two drinks. Fran is just closing the
elevator doors.

                         BUD
            Miss Kubelik.

The doors slide open again, and Fran looks out. Instead of
the customary carnation in the lapel of her uniform, she
wears a sprig of holly.

                         BUD
                   (holding out one of
                   the drinks)
            Marry Christmas.

                         FRAN
            Thank you.
                   (takes drink)
            I thought you were avoiding me.

                         BUD
            What gave you that idea?

                         FRAN
            In the last six weeks you've only
            been in my elevator once -- and
            then you didn't take your hat off.

                         BUD
            Well, as a matter of fact, I was
            rather hurt when you stood me up
            that night --

                         FRAN
            I don't blame you. It was
            unforgivable.

                         BUD
            I forgive you.

                         FRAN
            You shouldn't.

                         BUD
            You couldn't help yourself. I mean,
            when you're having a drink with one
            man, you can't just suddenly walk
            out on him because you have another
            date with another man. You did the
            only decent thing.

                         FRAN
            Don't be too sure. Just because I
            wear a uniform -- that doesn't make
            me a Girl Scout.

                         BUD
            Miss Kubelik, one doesn't get to be
            a second administrative assistant
            around here unless he's a pretty
            good judge of character -- and as
            far as I'm concerned, you're tops.
            I mean, decency-wise -- and
            otherwise-wise.
                   (toasting)
            Cheers.

                         FRAN
            Cheers.

They down their drinks. Bud takes the empty cup from her.

                         BUD
            One more?

                         FRAN
                   (indicating elevator)
            I shouldn't drink when I'm driving.

                         BUD
            You're so right.

He reaches into the elevator, takes a cardboard sign off a
hook, hangs it on the elevator door. It reads USE OTHER
ELEVATOR.

                         BUD
            By the power vested in me, I
            herewith declare this elevator out
            of order.
                   (leading her toward
                   the party)
            Shall we join the natives?

                         FRAN
            Why not?
                   (as they pass a
                   kissing couple)
            They seem friendly enough.

                         BUD
            Don't you believe it. Later on
            there will be human sacrifices --
            white collar workers tossed into
            the computing machines, and punched
            full of those little square holes.

                         FRAN
            How many of those drinks did you
            have?

                         BUD
                   (holding up four fingers)
            Three.

                         FRAN
            I thought so.

They have now reached the entrance to the bar, which is
overflowing with thirsty natives.

                         BUD
            You wait here. I think I hear the
            sound of running water.

He leaves her outside the cubicle, and elbows his way
through the crowd toward the booze-filled water cooler. Out
of another cubicle comes Miss Olsen, cup in hand. She too
has had quite a few. Seeing Fran, she walks up to her, with
an acid smile on her face.

                         MISS OLSEN
            Hi. How's the branch manager from
            Kansas City?

                         FRAN
            I beg your pardon?
                         MISS OLSEN
            I'm Miss Olsen -- Mr. Sheldrake's
            secretary.

                         FRAN
            Yes, I know.

                         MISS OLSEN
            So you don't have to play innocent
            with me. He used to tell his wife
            that I was the branch manager from
            Seattle -- four years ago when we
            were having a little ring-a-ding-
            ding.

                         FRAN
            I don't know what you're talking
            about.

                         MISS OLSEN
            And before me there was Miss Rossi
            in Auditing -- and after me there
            was Miss Koch in Disability -- and
            just before you there was Miss
            What's-Her-Name, on the twenty-
            fifth floor --

                         FRAN
                   (wanting to get away)
            Will you excuse me?

                         MISS OLSEN
                   (holding her by the arm)
            What for? You haven't done
            anything -- it's him -- what a
            salesman -- always the last booth
            in the Chinese restaurant -- and
            the same pitch about divorcing his
            wife -- and in the end you wind up
            with egg foo yong on your face.

Bud comes burrowing out of the crowded cubicle, balancing
the two filled paper cups, spots Fran.

                         BUD
            Miss Kubelik.

Fran turns away from Miss Olsen.

                         FRAN
            Well -- thank you.

                         MISS OLSEN
            Always happy to do something for
            our girls in uniform.

She moves off as Bud joins Fran, who is looking a little pale.

                         BUD
            You all right? What's the matter?

                         FRAN
            Nothing.
                   (takes the drink)
            There are just too many people here.

                         BUD
            Why don't we step into any office?
            There's something I want your
            advice about, anyway.
                   (leads her toward his cubicle)
            I have my own office now, naturally.
            And you may be interested to know
            I'm the second youngest executive
            in the company -- the only one
            younger is a grandson of the
            chairman of the board.

INT. BAXTER'S OFFICE - DAY

Bud ushers Fran in, and is confronted by a strange couple
necking in the corner. He gestures them out, crosses to his
desk.

                         BUD
            Miss Kubelik, I would like your
            honest opinion. I've had this in my
            desk for a week -- cost me fifteen
            dollars -- but I just couldn't get
            up enough nerve to wear it --

From under the desk he has produced a hatbox, and out of the
hatbox a black bowler, which he now puts on his head.

                         BUD
            It's what they call the junior
            executive model. What do you think?

Fran looks at him blankly, absorbed in her own thoughts.

                         BUD
            Guess I made a boo-boo, huh?

                         FRAN
                   (paying attention again)
            No -- I like it.

                         BUD
            Really? You mean you wouldn't be
            ashamed to be seen with somebody in
            a hat like this?

                         FRAN
            Of course not.

                         BUD
            Maybe if I wore it a little more to
            the side --
                   (adjusting hat)
            is that better?

                         FRAN
            Much better.

                         BUD
            Well, as long as you wouldn't be
            ashamed to be seen with me -- how
            about the three of us going out
            this evening -- you and me and the
            bowler -- stroll down Fifth
            Avenue -- sort of break it in --

                         FRAN
            This is a bad day for me.

                         BUD
            I understand. Christmas -- family
            and all that --

                         FRAN
            I'd better get back to my elevator.
            I don't want to be fired.

                         BUD
            Oh, you don't have to worry about
            that. I have quite a bit of
            influence in Personnel. You know Mr.
            Sheldrake?

                         FRAN
                   (guardedly)
            Why?

                         BUD
            He and I are like this.
                   (crosses his fingers)
            Sent me a Christmas card. See?

He has picked up a Christmas card from his desk, shows it to
Fran. It is a photograph of the Sheldrake clan grouped
around an elaborate Christmas tree -- Mr. and Mrs.
Sheldrake, the two boys in military school uniforms, and a
big French poodle. Underneath it says:

                     SEASON'S GREETINGS
                     from the SHELDRAKES
                Emily, Jeff, Tommy, Jeff Jr.,
                         and Figaro.

                         FRAN
                   (studying the card ruefully)
            Makes a cute picture.

                         BUD
            I thought maybe I could put in a
            word for you with Mr. Sheldrake --
            get you a little promotion -- how
            would you like to be an elevator
            starter?

                         FRAN
            I'm afraid there are too many other
            girls around here with seniority
            over me.

                         BUD
            No problem. Why don't we discuss it
            sometime over the holidays -- I
            could call you and pick you up and
            we'll have the big unveiling --
                   (touching the brim of
                   his bowler)
            -- you sure this is the right way
            to wear it?

                         FRAN
            I think so.

                         BUD
            You don't think it's tilted a
            little too much --

Fran takes her compact out of her uniform pocket, opens it,
hands it to Bud.

                         FRAN
            Here.

                         BUD
                   (examining himself in
                   the mirror)
            After all, this is a conservative
            firm -- I don't want people to
            think I'm an entertainer --

His voice trails off. There is something familiar about the
cracked mirror of the compact -- and the fleur-de-lis
pattern on the case confirms his suspicion. Fran notices the
peculiar expression on his face.

                         FRAN
            What is it?

                         BUD
                   (with difficulty)
            The mirror -- it's broken.

                         FRAN
            I know. I like it this way -- makes
            me look the way I feel.

The phone has started to ring. Bud doesn't hear it. He
closes the compact, hands it to Fran.

                         FRAN
            Your phone.

                         BUD
            Oh.
                   (picks up phone from desk)
            Yes?
                   (throws a quick look
                   at Fran)
            Just a minute.
                   (covers mouthpiece;
                   to Fran)
            If you don't mind -- this is sort
            of personal

                         FRAN
            All right. Have a nice Christmas.

She exits, closing the door. Bud takes his hand off the
mouthpiece.

                         BUD
                   (every word hurts)
            Yes, Mr. Sheldrake -- no, I didn't
            forget -- the tree is up and the
            Tom and Jerry mix is in the
            refrigerator -- yes, sir -- same to
            you.

He hangs up, stands there for a moment, the bowler still on
his head, the noise from the party washing over him. He
slowly crosses to the clothes-tree. picks up his coat -- a
new, black chesterfield. With the coat over his arm, he
starts out of the office.

INT. NINETEENTH FLOOR - DAY

The party has picked up tempo. On top of the desks, Sylvia
is doing a mock strip tease -- without taking any clothes
off. There is hollering, drinking and clapping all around her.

Bud moves past the floor show, paying no attention. Kirkeby
spots him, detaches himself from the cheering section around
Sylvia.

                         KIRKEBY
            Where you going, Buddy-boy? The
            party's just starting.
                   (catching up with him)
            Listen, kid -- give me a break,
            will you -- how about tomorrow
            afternoon? I can't take her to that
            drive-in again -- the car doesn't
            even have a heater four o'clock --
            okay?

Bud ignores him, continues walking through the ranks of
empty desks.

                                            DISSOLVE TO:

INT. CHEAP BAR - COLUMBUS AVENUE IN THE SIXTIES - EVENING

It is six o'clock, and the joint is crowded with customers
having one for the road before joining their families for
Christmas Eve. There are men with gaily wrapped packages,
small trussed-up Christmas trees, a plucked turkey in a
plastic bag. Written across the mirror behind the bar, in
glittering white letters, is HAPPY HOLIDAYS. Everybody is in
high spirits, laughing it up and toasting each other.

Everybody except Bud Baxter. He is standing at the bar in
his chesterfield and bowler, slightly isolated, brooding
over an almost empty martini glass. The bartender comes up,
sets down a fresh martini with an olive on a toothpick,
takes his payment from a pile of bills and coins lying in
front of Bud. Bud fishes out the olive, adds it to half a
dozen other impaled olives neatly arranged in fan shape on
the counter. He is obviously trying to complete the circle.

A short, rotund man dressed as Santa Claus hurries in from
the street, and comes up to the bar beside Bud.

                         SANTA CLAUS
                   (to bartender)
            Hey, Charlie -- give me a shot of
            bourbon -- and step on it -- my
            sleigh is double parked.

He laughs uproariously at his own joke, nudges Bud with his
elbow. Bud stares at him coldly, turns back to his martini.
The laughter dies in Santa Claus' throat. He gets his short
of bourbon, moves down the bar to find more convivial company.

Standing near the end of the curved bar is a girl in her
middle twenties wearing a ratty fur coat. Her name is MARGIE
MacDOUGALL, she is drinking a Rum Collins through a straw,
and she too is alone. From a distance, she is studying Bud
with interest. On the bar in front of her is a container of
straws in paper wrappers. She takes one of them out, tears
off the end of the paper, blows through the straw -- sending
the wrapper floating toward Bud. The paper wrapper passes
right in front of Bud's nose. He doesn't notice it.

Margie, undaunted, lets go with another missile.

This time the wrapper lands on the brim of Bud's bowler. No
reaction. Another wrapper comes floating in, hits Bud's
cheek. He never takes his eye off his martini.

Margie leaves her place, and carrying her handbag and her
empty glass, comes up alongside Bud. Without a word, she
reaches up and removes the wrapper from Bud's bowler.

                         MARGIE
            You buy me a drink, I'll buy you
            some music.
                   (sets the glass down)
            Rum Collins.

Not waiting for an answer, she heads for the juke box. Bud
looks after her noncommittally, then turns to the bartender.

                         BUD
            Rum Collins.
                   (indicating martini glass)
            And another one of these little
            mothers.

At the juke box, Margie has dropped a coin in and made her
selection. The music starts -- ADESTE FIDELIS. She rejoins
Bud at the bar just as the bartender is putting down their
drinks in front of them. Bud removes the new olive, adds it
to the pattern on the counter in front of him. They both
drink, staring straight ahead. For quite a while, there is
complete silence between them.

                         MARGIE
                   (out of nowhere)
            You like Castro?
                   (a blank look from Bud)
            I mean -- how do you feel about
            Castro?
                         BUD
            What is Castro?

                         MARGIE
            You know, that big-shot down in
            Cuba with the crazy beard.

                         BUD
            What about him?

                         MARGIE
            Because as far as I'm concerned,
            he's a no good fink. Two weeks ago
            I wrote him a letter -- never even
            answered me.

                         BUD
            That so.

                         MARGIE
            All I wanted him to do was let
            Mickey out for Christmas.

                         BUD
            Who is Mickey?

                         MARGIE
            My husband. He's in Havana -- in
            jail.

                         BUD
            Oh. Mixed up in that revolution?

                         MARGIE
            Mickey? He wouldn't do nothing like
            that. He's a jockey. They caught
            him doping a horse.

                         BUD
            Well, you can't win 'em all.

They sit there silently for a moment, contemplating the
injustices of the world.

                         MARGIE
                   (to herself)
            'Twas the night before Christmas
            And all through the house
            Not a creature was stirring --
            Nothing --
            No action --
            Dullsville!
                   (drinks; to Bud)
            You married?

                         BUD
            No.

                         MARGIE
            Family?

                         BUD
            No.

                         MARGIE
            A night like this, it sort of
            spooks you to walk into an empty
            apartment.

                         BUD
            I said I had no family -- I didn't
            say I had an empty apartment.

They both drink.

                                            CUT TO:

INT. BUD'S APARTMENT - EVENING

The living room is dark, except for a shaft of light from
the kitchen, and the glow of the colored bulbs on a small
Christmas tree in front of the phony fireplace.

Hunched up in one corner of the couch is Fran, still in her
coat and gloves, crying softly. Pacing up and down is
Sheldrake. His coat and hat are on a chair, as are several
Christmas packages. On the coffee table are an unopened
bottle of Scotch, a couple of untouched glasses, and a bowl
of melting ice.

                         SHELDRAKE
                   (stops and faces Fran)
            Come on, Fran -- don't be like that.
            You just going to sit there and
            keep bawling?
                   (no answer)
            You won't talk to me, you won't
            tell me what's wrong --
                   (a new approach)
            Look, I know you think I'm stalling
            you. But when you've been married
            to a woman for twelve years, you
            don't just sit down at the breakfast
            table and say "Pass the sugar --
            and I want a divorce." It's not
            that easy.
                   (he resumes pacing;
                   Fran continues crying)
            Anyway, this is the wrong time. The
            kids are home from school -- my in-
            laws are visiting for the
            holidays -- I can't bring it up now.
                   (stops in front of her)
            This isn't like you, Fran -- you
            were always such a good sport --
            such fun to be with --

                         FRAN
                   (through tears)
            Yeah -- that's me. The Happy
            Idiot -- a million laughs.

                         SHELDRAKE
            Well, that's more like it. At least
            you're speaking to me.

                         FRAN
            Funny thing happened to me at the
            office party today -- I ran into
            your secretary -- Miss Olsen. You
            know -- ring-a-ding-ding? I laughed
            so much I like to died.

                         SHELDRAKE
            Is that what's been bothering
            you -- Miss Olsen? That's ancient
            history.

                         FRAN
            I was never very good at history.
            Let me see -- there was Miss Olsen,
            and then there was Miss Rossi --
            no, she came before -- it was Miss
            Koch who came after Miss Olsen --

                         SHELDRAKE
            Now, Fran --

                         FRAN
            And just think -- right now there's
            some lucky girl in the building
            who's going to come after me --

                         SHELDRAKE
            Okay, okay, Fran. I deserve that.
            But just ask yourself -- why does a
            man run around with a lot of girls?
            Because he's unhappy at home --
            because he's lonely, that's why --
            all that was before you, Fran --
            I've stopped running.

Fran has taken a handkerchief out of her bag and is dabbing
her eyes.

                         FRAN
            How could I be so stupid? You'd
            think I would have learned by
            now -- when you're in love with a
            married man, you shouldn't wear
            mascara.

                         SHELDRAKE
            It's Christmas Eve, Fran -- let's
            not fight.

                         FRAN
            Merry Christmas.

She hands him a flat, wrapped package.

                         SHELDRAKE
            What is it?

He strips away the wrapping to reveal a long-playing record.
The cover reads: RICKSHAW BOY - Jimmy Lee Kiang with
Orchestra.

                         SHELDRAKE
            Oh. Our friend from the Chinese
            restaurant. Thanks, Fran. We better
            keep it here.

                         FRAN
            Yeah, we better.

                         SHELDRAKE
            I have a present for you. I didn't
            quite know what to get you --
            anyway it's a little awkward for
            me, shopping --
                   (he has taken out a
                   money clip, detaches
                   a bill)
            -- so here's a hundred dollars --
            go out and buy yourself something.

He holds the money out, but she doesn't move. Sheldrake
slips the bill into her open bag.

                         SHELDRAKE
            They have some nice alligator bags
            at Bergdorf's --

Fran gets up slowly and starts peeling off her gloves.
Sheldrake looks at her, then glances nervously at his wrist
watch.

                         SHELDRAKE
            Fran, it's a quarter to seven --
            and I mustn't miss the train -- if
            we hadn't wasted all that time -- I
            have to get home and trim the
            tree --

Fran has started to remove her coat.

                         FRAN
            Okay.
                   (shrugs the coat back on)
            I just thought as long as it was
            paid for --

                         SHELDRAKE
                   (an angry step toward her)
            Don't ever talk like that, Fran!
            Don't make yourself out to be cheap.

                         FRAN
            A hundred dollars? I wouldn't call
            that cheap. And you must be paying
            somebody something for the use of
            the apartment --

                         SHELDRAKE
                   (grabbing her arms)
            Stop that, Fran.

                         FRAN
                   (quietly)
            You'll miss your train, Jeff.

Sheldrake hurriedly puts on his hat and coat, gathers up his
packages.

                         SHELDRAKE
            Coming?

                         FRAN
            You run along -- I want to fix my
            face.

                         SHELDRAKE
                   (heading for the door)
            Don't forget to kill the lights.
            See you Monday.

                         FRAN
            Sure. Monday and Thursday -- and
            Monday again -- and Thursday
            again --

                         SHELDRAKE
                   (that stops him in
                   the half-open door)
            It won't always be like this.
                   (coming back)
            I love you, Fran.

Holding the packages to one side, he tries to kiss her on
the mouth.

                         FRAN
                   (turning her head)
            Careful -- lipstick.

He kisses her on the cheek, hurries out of the apartment,
closing the door. Fran stands there for a while, blinking
back tears, then takes the long-playing record out of its
envelope, crosses to the phonograph. She puts the record on,
starts the machine -- the music is JEALOUS LOVER. As it
plays, Fran wanders aimlessly around the darkened room, her
body wracked by sobs. Finally she regains control of herself,
and picking up her handbag, starts through the bedroom
toward the bathroom.

In the bathroom, Fran switches on the light, puts her bag on
the sink, turns on the faucet. Scooping up some water, she
washes the smeared mascara away, then turns the faucet off,
picks up a towel As she is drying her face, she notices in
the pull-away shaving mirror the magnified reflection of a
vial of pills on the medicine shelf. Fran reaches out for
the vial, turns it slowly around in her hand. The label
reads: SECONAL - ONE AT BEDTIME AS NEEDED FOR SLEEP.

Fran studies the label for a second, then returns the vial
to the shelf. She opens her handbag, takes out a lipstick.
As she does so, she sees the hundred dollar bill Sheldrake
left in the bag. Her eyes wander back to the vial on the
medicine shelf. Then very deliberately she picks up Bud's
mouthwash glass, removes the two toothbrushes from it, turns
on the faucet, starts filling the glass with water.

                                            DISSOLVE TO:
INT. CHEAP BAR - COLUMBUS AVENUE - NIGHT

The joint is deserted now except for the Santa Claus, who is
leaning against the bar, quite loaded, and Bud and Margie
MacDougall, who are dancing to a slow blues coming from the
juke box. Bud is still in his overcoat and bowler, and
Margie is wearing her fur coat. The bartender is sweeping up
the place.

                         BARTENDER
                   (to Santa Claus)
            Drink up, Pop. It's closing time.

                         SANTA CLAUS
            But it's early, Charlie.

                         BARTENDER
            Don't you know what night this is?

                         SANTA CLAUS
            I know, Charlie. I know. I work for
            the outfit.

He polishes off his drink, walks out unsteadily. The
bartender approaches the dancers.

                         BARTENDER
            Hey, knock it off, will you? Go home.

Bud and Margie ignore him, continue dancing -- or rather
swaying limply cheek-to-cheek. The bartender crosses to the
juke box, pulls the plug out. The music stops, but not Bud
and Margie -- they continue dancing.

                         BARTENDER
            O-U-T -- out!

He goes to the front of the bar, starts to extinguish the
lights. Margie picks up her handbag from the bar, and Bud
downs the remains of his drink.

                         MARGIE
            Where do we go -- my place or yours?

                         BUD
                   (peering at his watch)
            Might as well go to mine --
            everybody else does.

He leads her through the dark bar toward the entrance. The
bartender holds the door open for them as they go out.

                                            DISSOLVE TO:

EXT. BROWNSTONE HOUSE - NIGHT

Bud and Margie come walking down the street. As they reach
the house, Bud starts up the steps, but Margie continues
along the sidewalk.

                         MARGIE
            Poor Mickey -- when I think of him
            all by himself in that jail in
            Havana --
                   (opening her handbag)
            -- want to see his picture?

                         BUD
                   (from steps)
            Not particularly.

Margie, realizing her mistake, hurries back to join him.

                         MARGIE
            He's so cute -- five-foot-two --
            ninety-nine pounds...like a little
            chihuahua.

They pass through the front door into the vestibule.

INT. STAIRCASE - BROWNSTONE HOUSE - NIGHT

Bud and Margie are mounting the stairs toward the apartment.

                         MARGIE
            Can I ask you a personal question?

                         BUD
            No.

                         MARGIE
            You got a girl-friend?

                         BUD
            She may be a girl -- but she's no
            friend of mine.

                         MARGIE
            Still stuck on her, huh.

                         BUD
            Stuck on her! Obviously, you don't
            know me very well.

                         MARGIE
            I don't know you at all.
                         BUD
            Permit me -- C.C. Baxter -- junior
            executive, Arthur Murray graduate,
            lover.

                         MARGIE
            I'm Mrs. MacDougall -- Margie to you.

Bud has taken the key out of his pocket, opened the door to
his apartment.

                         BUD
            This way, Mrs. MacDougall.

He ushers her in.

INT. APARTMENT - NIGHT

It is exactly the way we left it. There is no sign of Fran,
except for the gloves she dropped on the coffee table
earlier. Bud switches on the light, shuts the door.

                         MARGIE
                   (looking around)
            Say, this is Snugsville.

                         BUD
                   (helping her out of
                   her coat)
            Mrs. MacDougall, I think it is only
            fair to warn you that you are now
            alone with a notorious sexpot.

                         MARGIE
                   (a gleam)
            No kidding.

                         BUD
            Ask anybody around here. As a
            matter of fact, when it's time for
            me to go -- and I may go just like
            that --
                   (snaps his fingers)
            -- I have promised my body to the
            Columbia Medical Center.

                         MARGIE
                   (shuddering deliciously)
            Gee. Sort of gives you goose-bumps
            just to think about it.

                         BUD
            Well, they haven't got me yet, baby.
            Dig up some ice from the kitchen
            and let's not waste any time --
            preliminary-wise.

                         MARGIE
            I'm with you, lover.

She takes the bowl of melted ice Bud has handed her,
disappears into the kitchen. As Bud starts to remove his
coat, he becomes aware of a scratching noise from the
phonograph. He crosses to it, sees that the needle is stuck
in the last groove of a long-playing record.

Bud lifts the record off, examines it curiously, then puts
it aside and substitutes the cha cha record. As the music
starts, he dances over to the coat-rack beside the door,
hangs up his chesterfield and bowler. He turns back into the
room, still dancing, suddenly spots Fran's gloves on the
coffee table. He picks up the gloves, looks around for some
convenient place to get rid of them. Moving over to the
bedroom door, he opens it, tosses the gloves toward the bed
inside. He shuts the door, starts to turn away, freezes in a
delayed reaction to something he saw inside. He quickly
opens the door again, looks.

Sprawled across the bed, on top of the bedspread, is Fran.
The light from the bathroom falls across her. She is fully
dressed, still in her coat, and apparently asleep.

Bud steps into the bedroom, closing the door behind him,
walks over to Fran.

                         BUD
            All right, Miss Kubelik -- get up.
            It's past checking-out time, and
            the hotel management would
            appreciate it if you would get the
            hell out of here.
                   (Fran doesn't stir)
            Look, Miss Kubelik, I used to like
            you -- I used to like you a lot --
            but it's all over between us -- so
            beat it -- O-U-T -- out!
                   (no reaction; he puts
                   a hand on her
                   shoulder, shakes her)
            Come on -- wake up!

She doesn't respond. But something falls out of her hand,
rolls across the bed. Bud picks it up, looks at it -- it is
his sleeping-pill vial, now uncapped and empty.
                         BUD
                   (a hoarse whisper)
            Oh, my God.

For a second he is paralyzed. Then he drops the vial, grabs
Fran, lifts her into a sitting position on the bed, shakes
her violently.

                         BUD
            Miss Kubelik! Miss Kubelik!

Fran's head droops to one side, like a rag doll's. Bud lets
go of her, rushes out.

In the living room, the phonograph is still cha cha-ing away.
Bud dashes to the phone, picks it up. Then it occurs to him
that he doesn't know whom to call and he hangs up. Out of
the kitchen comes Margie, with a bowlful of ice cubes.

                         MARGIE
            I broke a nail trying to get the
            ice-tray out. You ought to buy
            yourself a new refrigerator.

Bud, not listening, runs past her to the hall door and out.

                         MARGIE
                   (calling after him)
            I didn't mean right now.

INT. SECOND FLOOR LANDING - NIGHT

Bud arrives at the door of the Dreyfuss apartment, starts
ringing the doorbell and pounding with his fist.

                         BUD
            Dr. Dreyfuss! Hey, Doc!

The door opens, and Dr. Dreyfuss stands there sleepily,
pulling on his beaten bathrobe.

                         BUD
                   (words tumbling over
                   each other)
            There's a girl in my place -- she
            took some sleeping pills -- you
            better come quick -- I can't wake
            her up.

                         DR. DREYFUSS
            Let me get my bag.

He disappears from the doorway.

                         BUD
            Hurry up, Doc.

Bud turns and runs back into his apartment.

INT. APARTMENT - NIGHT

Margie has settled herself comfortably on the couch, and is
fixing the drinks. The cha cha music is still going. Bud
comes flying in, heads for the bedroom.

                         MARGIE
            Hey -- over here, lover.

Bud stops in his tracks, suddenly aware of her.

                         MARGIE
            What's all this running around?
            You're going to wear yourself out.

Bud strides over to her purposefully, yanks her up to her
feet.

                         MARGIE
            Not so rough, honey.

                         BUD
                   (taking the glass out
                   of her hand)
            Good night.

                         MARGIE
            Good night?

                         BUD
                   (thrusting the fur
                   coat at her)
            The party's over.

                         MARGIE
            What's the matter? Did I do
            something wrong?

                         BUD
                   (easing her toward door)
            It's an emergency -- see you some
            other time.

Dr. Dreyfuss comes hurrying in, carrying his medical bag. He
stops, bewildered by the sound of music and the sight of a
wide-awake girl in the apartment.

                         BUD
            Not this one --
                   (pointing to the bedroom)
            -- in there, Doc.

Dr. Dreyfuss proceeds into the bedroom.

                         MARGIE
            Say, what's going on here, anyway?

                         BUD
            Nothing.
                   (propelling her
                   toward the door)
            Just clear out, will you?

                         MARGIE
                   (pointing back)
            My shoes.

Bud reaches under the coffee table, where she left her
shoes, retrieves them.

                         MARGIE
                   (bitterly)
            Some lover you are. Some sexpot!

Bud shoves the shoes at her, takes a bill out of his wallet,
hands it to her.

                         BUD
            Here -- find yourself a phone booth
            and call your husband in Havana.

                         MARGIE
            You bet I will. And when I tell him
            how you treated me, he'll push your
            face in.
                   (he shoves her
                   through the open door)
            You fink!

Bud slams the door shut, starts toward the bedroom. Halfway
there, he becomes aware that the cha cha record is still on.
He detours to the phonograph, switches it off, continues
into the bedroom.

In the bedroom, the overhead light is on, and Dr. Dreyfuss
is working on the unconscious Fran. He has removed her coat,
and is shining a flashlight into her eyes, examining her
pupils. Bud approaches the bed worriedly.

                         BUD
            She going to be all right, Doc?

                         DR. DREYFUSS
            How many pills were in that bottle?

                         BUD
            It was half-full -- about a dozen
            or so. You going to have to take
            her to the hospital?

Dr. Dreyfuss ignores him. Out of his medical bag, he takes a
stomach tube with a rubber funnel at the end. Then he starts
to lift Fran off the bed.

                         DR. DREYFUSS
            Help me, will you?

Between them, they get Fran into an upright position.

                         DR. DREYFUSS
            Into the bathroom.

They half-carry, half-drag Fran's limp form toward the
bathroom.

                         BUD
            What are you going to do, Doc?

                         DR. DREYFUSS
            Get that stuff out of her stomach --
            if it isn't too late. You better
            put some coffee on -- and pray.

Bud starts away as Dr. Dreyfuss takes Fran into the bathroom.

Bud loses no time getting into the kitchen. He fills an
aluminum kettle with water, strikes a match, lights the gas
burner, puts the kettle on. Then he takes a jar of instant
coffee and a chipped coffee mug out of the cupboard, shakes
an excessive portion of coffee into the mug, sticks a spoon
in it. He watches the kettle for a moment, mops his brow
with a handkerchief, then starts back toward the bedroom.

Bud crosses the bedroom to the half-open door of the
bathroom, looks in anxiously. From inside come the sounds of
a coughing spasm and running water. Bud turns away, undoes
his tie and collar, paces the bedroom floor. Something on
the night table attracts his attention -- resting against
the base of the lamp is a sealed envelope. Bud picks it
up -- on it, in Fran's handwriting, is one word, JEFF. He
turns the letter over in his hand, trying to decide what to
do with it.

Dr. Dreyfuss emerges from the bathroom, carrying a pale,
still unconscious Fran. Bud quickly conceals the suicide
note behind his back.

                         DR. DREYFUSS
            Bring my bag.

He lugs Fran into the living room. Bud stashes the letter in
his back pocket, picks up the medical bag, follows them.

In the living room, Dr. Dreyfuss lowers Fran into a chair.
Her chin falls to her chest. Dreyfuss takes the bag from
Bud, fishes out a hypodermic syringe, draws 2 c.c.'s from a
bottle of picrotoxin.

                         DR. DREYFUSS
            Roll up her right sleeve.

Bud does so. Dr. Dreyfuss hands the hypodermic to Bud,
searches for a spot for the injection.

                         DR. DREYFUSS
            Nice veins.

He swabs the spot with alcohol, takes the hypodermic back
from Bud.

                         DR. DREYFUSS
            Want to tell me what happened?

                         BUD
            I don't know -- I mean -- I wasn't
            here -- you see -- we had some
            words earlier -- nothing serious,
            really -- what you might call a
            lovers' quarrel --

                         DR. DREYFUSS
                   (making off-scene injection)
            So you went right out and picked
            yourself up another dame.

                         BUD
            Something like that.

                         DR. DREYFUSS
            You know, Baxter, you're a real
            cutie-pie -- yes, you are.

Bud just stands there, taking it. Fran stirs slightly, and
from her parched lips comes a low moan. Dr. Dreyfuss grabs
her by the hair, lifts her head up.

                         DR. DREYFUSS
            If you'd come home half an hour
            later, you would have had quite a
            Christmas present.

With his free hand, Dr. Dreyfuss slaps Fran viciously across
the face. Bud winces. Dreyfuss, still holding Fran by the
hair, takes a box of ammonia ampules out of his bag. He
crushes one of the ampules in his hand, passes it under her
nose. Fran tries to turn her head away. Dreyfuss slaps her
again, hard, crushes another ampule, repeats the process.

Bud is watching tensely. From the kitchen comes the whistle
of the boiling kettle, but Bud pays no attention.

                         DR. DREYFUSS
            Get the coffee.

Bud hurries into the kitchen. He turns off the gas, pours
the boiling water into the mug with the instant coffee,
stirs it. From off, come the sounds of more slapping and
some moaning. Bud carries the coffee out.

In the living room, Dr. Dreyfuss is working another ammonia
ampule under Fran's nose. Her eyes start fluttering. Dreyfuss
takes the coffee mug from Bud, forces it between Fran's
lips, pours coffee into her mouth. Fran resists
instinctively, half the coffee dribbling over her chin and
dress, but Dr. Dreyfuss keeps at it.

                         DR. DREYFUSS
            Let's get some air in here. Open
            the windows.

Bud complies promptly -- pulls up the shades, opens the
windows wide.

                         DR. DREYFUSS
                   (putting the empty
                   mug down)
            What's her name?

                         BUD
            Miss Kubelik -- Fran.

                         DR. DREYFUSS
                   (to Fran, slowly)
            Fran, I'm a doctor. I'm here
            because you took too many sleeping
            pills. Do you understand what I'm
            saying?
                   (Fran mutters something)
            Fran, I'm Dr. Dreyfuss -- I'm here
            to help you. You took all those
            sleeping pills -- remember?

                         FRAN
                   (mumbling groggily)
            Sleeping pills.

                         DR. DREYFUSS
            That's right, Fran. And I'm a doctor.

                         FRAN
            Doctor.

                         DR. DREYFUSS
            Dr. Dreyfuss.

                         FRAN
            Dreyfuss.

                         DR. DREYFUSS
                   (to Bud)
            Get more coffee.

Bud picks up the mug, leaves.

                         DR. DREYFUSS
                   (to Fran)
            Tell me again -- what's my name?

                         FRAN
            Dr. Dreyfuss.

                         DR. DREYFUSS
            And what happened to you?

                         FRAN
            I took sleeping pills.

                         DR. DREYFUSS
            Do you know where you are, Fran?

                         FRAN
                   (looking around blankly)
            No.

                         DR. DREYFUSS
            Yes, you do. Now concentrate.

                         FRAN
            I don't know.

Bud is coming back with the coffee.

                         DR. DREYFUSS
                   (pointing to Bud)
            Do you know who this is?
                   (Fran tries to focus)
            Look at him.

                         FRAN
            Mr. Baxter -- nineteenth floor.

                         BUD
            Hello, Miss Kubelik.

                         DR. DREYFUSS
                   (to Bud)
            Mister -- Miss -- such politeness!

                         BUD
                   (to Dr. Dreyfuss, discreetly)
            Well -- we work in the same
            building -- and we try to keep it
            quiet --

                         FRAN
                   (to Bud, puzzled)
            What are you doing here?

Bud throws Dr. Dreyfuss a look, as if to say that Fran's
mind still wasn't functioning properly.

                         BUD
                   (to Fran)
            Don't you remember? We were at the
            office party together --

                         FRAN
            Oh, yes -- office party -- Miss
            Olsen --

                         BUD
            That's right.
                   (to Dr. Dreyfuss;
                   improvising rapidly)
            I told you we had a fight -- that's
            what it was about -- Miss Olsen --
            you know that other girl you saw --

                         FRAN
                   (still trying to
                   figure out Bud's presence)
            I don't understand --

                         BUD
            It's not important, Fran -- the
            main thing is that I got here in
            time -- and you're going to be all
            right --
                   (to Dr. Dreyfuss)
            -- isn't she, Doc?

                         FRAN
                   (closing her eyes)
            I'm so tired --
                         DR. DREYFUSS
            Here -- drink this.

He forces her to swallow some coffee.

                         FRAN
                   (pushing the mug away)
            Please -- just let me sleep.

                         DR. DREYFUSS
            You can't sleep.
                   (shaking her)
            Come on, Fran -- open your eyes.
                   (to Bud)
            Let's get her walking. We've got to
            keep her awake for the next couple
            of hours.

They lift her from the chair, and each draping one of her
arms over his shoulder, they start to walk her up and down
the room.

                         DR. DREYFUSS
                   (urging Fran on)
            Now walk, Fran. One, two, three,
            four -- one, two, three, four --
            that's the idea -- left, right,
            left, right -- now we turn -- one,
            two, three, four --

At first, Fran's feet just drag along the floor between them.
But gradually, as Dr. Dreyfuss' voice continues droning
hypnotically, she falls into the rhythm of it, repeating the
words after him and putting her weight on her feet.

                         DR. DREYFUSS
            Left, right, left, right -- walk,
            walk, walk -- one, two, three,
            four -- turn -- left, right, left,
            right -- now you got it --

                                            DISSOLVE TO:

INT. THE APARTMENT - DAWN

Through the bedroom window comes the first faint light of
dawn. Fran has been put to bed by an exhausted Dr. Dreyfuss.
She is in her slip, and Dreyfuss is just drawing the blanket
over her. Her eyes are closed, and she is moaning fitfully.
Watching from the doorway is Bud, in shirtsleeves now, weary
and disheveled.

                         DR. DREYFUSS
            She'll sleep on and off for the
            next twenty-four hours. Of course,
            she'll have a dandy hangover when
            she wakes up --

                         BUD
            Just as long as she's okay.

                         DR. DREYFUSS
                   (massaging his calves)
            These cases are harder on the
            doctor than on the patient. I ought
            to charge you by the mile.

They have now moved out into the living room, where the
overhead light and the Christmas tree bulbs are still on.

                         DR. DREYFUSS
            Any of that coffee left?

                         BUD
            Sure.

He goes into the kitchen. Dr. Dreyfuss takes a small notebook
with a fountain pen clipped to it out of his bag, sinks down
on the couch.

                         DR. DREYFUSS
            How do you spell her last name?

                         BUD
                   (from kitchen)
            Kubelik -- with two k's.

                         DR. DREYFUSS
            What's her address?
                   (no answer from Bud)
            Where does she live?

Bud appears from the kitchen, stirring the coffee powder in
a cup of hot water.

                         BUD
                   (apprehensive)
            Why do you want to know, Doc? You
            don't have to report this, do you?

                         DR. DREYFUSS
            It's regulations.

                         BUD
                   (setting the coffee down)
            She didn't mean it, Doc -- it was
            an accident -- she had a little too
            much to drink and -- she didn't
            know what she was doing -- there
            was no suicide note or anything --
            believe me, Doc, I'm not thinking
            about myself --

                         DR. DREYFUSS
                   (sipping the hot coffee)
            Aren't you?

                         BUD
            It's just that she's got a family --
            and there's the people in the
            office -- look, Doc, can't you
            forget you're a doctor -- let's
            just say you're here as a neighbor --

                         DR. DREYFUSS
                   (a long look at Bud)
            Well, as a doctor, I guess I can't
            prove it wasn't an accident.
                   (closes notebook)
            But as your neighbor, I'd like to
            kick your keester clear around the
            block.
                   (indicating coffee)
            Mind if I cool this off?

He uncaps the bottle of Scotch, pours a large slug into his
coffee.

                         BUD
            Help yourself.

                         DR. DREYFUSS
                   (taking a big gulp of
                   the spiked coffee)
            I don't know what you did to that
            girl in there -- and don't tell
            me -- but it was bound to happen,
            the way you carry on. Live now, pay
            later. Diner's Club!
                   (another swig)
            Why don't you grow up, Baxter? Be a
            mensch! You know what that means?

                         BUD
            I'm not sure.

                         DR. DREYFUSS
            A mansch -- a human being! So you
            got off easy this time -- so you
            were lucky --

                         BUD
            Yeah, wasn't I?

                         DR. DREYFUSS
                   (finishing coffee)
            But you're not out of the woods
            yet, Baxter -- because most of them
            try it again!
                   (picks up bag, starts
                   toward door)
            You know where I am if you need me.

He walks out, closing the door after him. Bud dejectedly
turns off the overhead light, kicks out the plug of the
Christmas tree lights, trudges into the bedroom.

Fran is fast asleep. Bud picks up her dress, gets a hanger,
drapes the dress over it, hangs it from the door. An early
morning chill has invaded the room, and Bud switches an the
electric blanket to keep Fran warm. Then he slumps into a
chair beside the bed, looks at Fran compassionately. The
light on the dial of the electric blanket glows in the
grayish room. Bud just sits there, watching Fran.

                                            FADE OUT:

FADE IN:

INT. STAIRCASE - BROWNSTONE HOUSE - DAY

Mrs. Lieberman, followed by her dog, is climbing the stairs
to Bud's apartment, puffing asthmatically. She seems quite
angry as she arrives at the door and rings the bell. There
is no answer. She starts knocking impatiently.

                         MRS. LIEBERMAN
            Mr. Baxter. Open up already!

Finally the door opens a crack, and Bud peers out. He looks
like a man who has slept in his clothes -- rumpled, bleary-
eyed, unshaven.

                         BUD
            Oh -- Mrs. Lieberman.

                         MRS. LIEBERMAN
            So who did you think it was -- Kris
            Kringle? What was going on here
            last night?

                         BUD
            Last night?

                         MRS. LIEBERMAN
            All that marching -- tramp, tramp,
            tramp -- you were having army
            maneuvers maybe?

                         BUD
            I'm sorry, Mrs. Lieberman -- and
            I'll never invite those people again.

                         MRS. LIEBERMAN
            What you get from renting to
            bachelors. All night I didn't sleep
            ten minutes -- and I'm sure you
            woke up Dr. Dreyfuss.

                         BUD
            Don't worry about Dr. Dreyfuss -- I
            happen to know he was out on a case.

                         MRS. LIEBERMAN
            I'm warning you, Mr. Baxter -- this
            is a respectable house, not a
            honky-tonky.
                   (to the dog)
            Come on, Oscar.

Bud watches her start down the stairs with the dog, withdraws
into the apartment.

INT. THE APARTMENT - DAY

Bud closes the door, crosses toward the bedroom, looks
inside. Fran is asleep under the electric blanket, breathing
evenly. He tries to shut the bedroom door, but it won't
close completely because Fran's dress, on a hanger. is
hooked over the top. He goes to the phone, picks it up,
dials the operator.

                         BUD
                   (his voice low)
            Operator, I want White Plains, New
            York -- Mr. J. D. Sheldrake --
                   (an added thought)
            -- make it person to person.

INT. LIVING ROOM - SHELDRAKE HOUSE - DAY

The decor is split-level Early American. There is a huge
Christmas tree and a jumble of presents, open gift boxes,
and discarded wrappings.

Sheldrake and his two sons, TOMMY and JEFF JR., are squatting
on the floor, testing a Cape Canaveral set the kids got for
Christmas. Sheldrake is in a brand new dressing gown, with a
manufacturer's tag still dangling from it, and the boys are
in pajamas and astronaut's helmets. As for the Cape Canaveral
set, it is a miniature layout of block-houses, launching
pads, and assorted space-missiles. Tommy has his finger on
the button controlling one of the rockets.

                         SHELDRAKE
                   (counting down)
            7-6-5-4-3-2-1 -- let her rip!

Tommy presses the button, and a spring sends the rocket
toward the ceiling. Just then, the phone in the entrance
hall starts ringing.

                         JEFF JR.
            I'll get it.

He hurries to the phone.

                         TOMMY
            Hey, Dad -- why don't we put a fly
            in the nose cone and see if we can
            bring it back alive?

                         SHELDRAKE
            It's a thought.

                         TOMMY
            Maybe we should send up two flies --
            and see if they'll propagate in
            orbit.

                         SHELDRAKE
            See if they'll what?

                         TOMMY
            Propagate -- you know, multiply --
            baby flies?

                         SHELDRAKE
            Oh -- oh!

                         JEFF JR.
                   (coming back from the phone)
            It's for you, Dad. A Mr. Baxter.

                         SHELDRAKE
                   (getting up)
            Baxter?

                         JEFF JR.
            Person to person.

Sheldrake heads quickly for the phone.

                         TOMMY
                   (to Jeff Jr.)
            Come on -- help me round up some
            flies.

In the entrance hall, Sheldrake picks up the phone, turns
his back toward the living room, speaks in a low voice.

                         SHELDRAKE
            Hello? -- yes -- what's on your
            mind, Baxter?

BUD - ON PHONE

                         BUD
            I hate to disturb you, but something
            came up -- it's rather important --
            and I think it would be a good idea
            if you could see me -- at the
            apartment -- as soon as possible.

SHELDRAKE - ON PHONE

                         SHELDRAKE
            You're not making sense, Baxter.
            What's this all about?

BUD - ON PHONE

                         BUD
            I didn't want to tell you over the
            phone but that certain party -- you
            know who I mean -- I found her here
            last night -- she had taken an
            overdose of sleeping pills.

SHELDRAKE - ON PHONE

                         SHELDRAKE
            What?

From the stairway beyond him comes:

                         MRS. SHELDRAKE'S VOICE
            What is it, Jeff? Who's on the phone?

Sheldrake turns from the phone. Halfway down the stairs is
Mrs. Sheldrake, in a quilted house-robe.

                         SHELDRAKE
                   (a nice recovery)
            One of our employees had an
            accident -- I don't know why they
            bother me with these things on
            Christmas Day.
                   (into phone)
            Yes, Baxter -- just how serious is
            it?

Out of the corner of his eye, he watches Mrs. Sheldrake come
down the stairs, pass behind him on the way to the living
room.

BUD - ON PHONE

                         BUD
            Well, it was touch and go there for
            a while -- but she's sleeping it
            off now.

He glances through the half-open door toward the sleeping
Fran.

                         BUD
            I thought maybe you'd like to be
            here when she wakes up.

SHELDRAKE - ON PHONE

                         SHELDRAKE
            That's impossible.
                   (an apprehensive look
                   toward the living room)
            You'll have to handle this situation
            yourself -- as a matter of fact,
            I'm counting on you --

INT. THE APARTMENT - DAY

                         BUD
                   (into phone)
            Yes, sir -- I understand.
                   (taking Fran's letter
                   out of his pocket)
            She left a note -- you want me to
            open it and read it to you?
                   (a beat)
            Well, it was just a suggestion --
            no, you don't have to worry about
            that, Mr. Sheldrake -- I kept your
            name out of it so there'll be no
            trouble, police-wise or newspaper-
            wise --

As Bud continues talking on the phone, Fran, in the bedroom,
opens her eyes, looks around vaguely, trying to figure out
where she is. She sits up in bed, winces, holds her head in
her hands -- she has a fierce hangover.

                         BUD
                   (into phone)
            -- you see, the doctor, he's a
            friend of mine -- we were very
            lucky in that respect -- actually,
            he thinks she's my girl -- no, he
            just jumped to the conclusion --
            around here, I'm known as quite a
            ladies' man --

In the bedroom Fran, becoming aware of Bud's voice, crawls
out of bed and holding on to the furniture, moves unsteadily
toward the living room door.

                         BUD
                   (into phone)
            -- of course, we're not out of the
            woods yet -- sometimes they try it
            again -- yes sir, I'll do my
            best -- it looks like it'll be a
            couple of days before she's fully
            recovered, and I may have a little
            problem with the landlady --

Behind him, Fran appears in the bedroom doorway, barefooted
and in her slip. She leans groggily against the door post,
trying to focus on Bud and to concentrate on what he's saying.

                         BUD
                   (into phone)
            -- all right, Mr. Sheldrake, I'll
            keep her in my apartment as long as
            I can -- any sort of message you
            want me to give her? -- well, I'll
            think of something -- goodbye, Mr.
            Sheldrake.

He hangs up the phone slowly.

                         FRAN
                   (weakly)
            I'm sorry.

Bud turns around, sees her standing there on rubbery legs.

                         FRAN
            I'm sorry, Mr. Baxter.

                         BUD
            Miss Kubelik --
                   (hurries toward her)
            -- you shouldn't be out of bed.

                         FRAN
            I didn't know -- I had no idea this
            was your apartment --

                         BUD
                   (putting his arm
                   around her)
            Let me help you.

He leads her back into the bedroom.

                         FRAN
            I'm so ashamed. Why didn't you just
            let me die?

                         BUD
            What kind of talk is that?
                   (he lowers her onto
                   the bed)
            So you got a little over-
            emotional -- but you're fine now.

                         FRAN
                   (a groan)
            My head -- it feels like a big wad
            of chewing gum. What time is it?

                         BUD
            Two o'clock.

                         FRAN
                   (struggling to her feet)
            Where's my dress? I have to go home.

Her knees buckle. Bud catches her.

                         BUD
            You're in no condition to go
            anywhere -- except back to bed.

                         FRAN
            You don't want me here --

                         BUD
            Sure I do. It's always nice to have
            company for Christmas.

He tries to put her back to bed. Fran resists.

                         BUD
            Miss Kubelik, I'm stronger than you
            are --

                         FRAN
            I just want to go brush my teeth --

                         BUD
            Oh -- of course. I think there's a
            new toothbrush somewhere.

He crosses to the bathroom, takes a plaid robe off the hook
on the back of the door, hands it to Fran.

                         BUD
            Here -- put this on.

In the bathroom, he finds an unused toothbrush in a plastic
container. His eyes fall on his safety razor. With a glance
toward the bedroom, he unscrews the razor, removes the
blade, drops it in his shirt pocket. Then he empties the
blades from the dispenser, puts those in his pocket. Now he
notices a bottle of iodine on the medicine shelf, stashes
that in another pocket, just as Fran appears in the doorway
wearing the robe.

                         BUD
                   (handing her the toothbrush)
            Here. How about some breakfast?

                         FRAN
            No -- I don't want anything.

                         BUD
            I'll fix you some coffee.

He crosses the bedroom, heading for the kitchen, stops.

                         BUD
            Oh -- we're all out of coffee --
            you had quite a lot of it last
            night --

He thinks for a moment, hurries toward the hall door.

INT. SECOND FLOOR LANDING - DAY

Bud comes out of his apartment, leaving the door half open,
heads for the Dreyfuss apartment. He rings the bell, peers
down over the banister to make sure Mrs. Lieberman isn't
snooping around. Mrs. Dreyfuss opens the door.

                         BUD
            Mrs. Dreyfuss, can I borrow some
            coffee -- and maybe an orange and a
            couple of eggs?

                         MRS. DREYFUSS
                   (contemptuously)
            Eggs he asks me for. Oranges. What
            you need is a good horse-whipping.

                         BUD
            Ma'am?

                         MRS. DREYFUSS
            From me the doctor has no secrets.
            Poor girl -- how could you do a
            thing like that?

                         BUD
            I didn't really do anything --
            honest -- I mean, you take a girl
            out a couple of times a week --
            just for laughs -- and right away
            she thinks you're serious --
            marriage-wise.

                         MRS. DREYFUSS
            Big shot! For you, I wouldn't lift
            a finger -- but for her, I'll fix a
            little something to eat.

She slams the door in his face, Bud starts back to his
apartment.

INT. THE APARTMENT - DAY

Fran enters shakily from the bedroom, looks around for the
phone, locates it, picks it up. As she starts dialing, Bud
comes in from the hall.

                         BUD
            Who are you calling, Miss Kubelik?

                         FRAN
            My sister -- she'll want to know
            what happened to me.

                         BUD
                   (alarmed)
            Wait a minute -- let's talk this
            over first.
                   (hurries up to her,
                   takes the receiver away)
            Just what are you going to tell her?

                         FRAN
            Well, I haven't figured it out,
            exactly.

                         BUD
            You better figure it out -- exactly.
            Suppose she asks you why you didn't
            come home last night?

                         FRAN
            I'll tell her I spent the night
            with a friend.

                         BUD
            Who?

                         FRAN
            Someone from the office.

                         BUD
            And where are you now?

                         FRAN
            In his apartment.

                         BUD
            His apartment?

                         FRAN
            I mean -- her apartment.

                         BUD
            What's your friend's name?

                         FRAN
            Baxter.

                         BUD
            What's her first name?

                         FRAN
            Miss.
                   (she is impressed
                   with her own cleverness)


                         BUD
            When are you coming home?

                         FRAN
            As soon as I can walk.

                         BUD
            Something wrong with your legs?

                         FRAN
            No -- it's my stomach.

                         BUD
            Your stomach?

                         FRAN
            They had to pump it out.

                         BUD
                   (hanging up the phone)
            Miss Kubelik, I don't think you
            ought to call anybody -- not till
            that chewing gum is out of your
            head.
                   (leads her into bedroom)


                         FRAN
            But they'll be worried about me --
            my brother-in-law may be calling
            the police --

                         BUD
            That's why we have to be careful --
            we don't want to involve anybody --
            after all, Mr. Sheldrake is a
            married man --

                         FRAN
            Thanks for reminding me.

She pulls away from him, starts to get into bed.

                         BUD
                   (contritely)
            I didn't mean it that way -- I was
            just talking to him on the phone --
            he's very concerned about you.

                         FRAN
            He doesn't give a damn about me.

                         BUD
            Oh, you're wrong. He told me --

                         FRAN
            He's a liar. But that's not the
            worst part of it -- the worst part
            is -- I still love him.

The doorbell rings.

                         BUD
            Must be Mrs. Dreyfuss --
                   (starts into living room)
            -- remember the doctor -- from last
            night -- that's his wife.

He opens the hall door. Mrs. Dreyfuss brushes past him with
a tray full of food.

                         MRS. DREYFUSS
            So where is the victim?
                   (Bud indicates the bedroom)
            Max the Knife!

She sweeps into the bedroom, Bud tagging along.

                         MRS. DREYFUSS
                   (to Fran)
            Nu, little lady, how are we feeling
            today?

                         FRAN
            I don't know -- kind of dizzy.

                         MRS. DREYFUSS
            Here. The best thing for dizzy is a
            little noodle soup with chicken --
            white meat -- and a glass tea.

She sets the tray down on Fran's lap.

                         FRAN
            Thank you. I'm really not hungry.

                         MRS. DREYFUSS
            Go ahead! Eat! Enjoy!

She hands her the soup spoon, turns to Bud.

                         MRS. DREYFUSS
            You wouldn't have such a thing as a
            napkin, would you?

                         BUD
            Well, I have some paper towels --

                         MRS. DREYFUSS
            Beatnik! Go to my kitchen -- third
            drawer, under the good silver,
            there is napkins.

                         BUD
            Yes, Mrs. Dreyfuss.
He starts out with a worried backward glance toward the two.
Fran is just sitting there, the spoon in her hand, not
touching the soup.

                         MRS. DREYFUSS
            So what are you waiting for -- a
            singing commercial?

                         FRAN
            I can't eat.

Mrs. Dreyfuss takes the spoon from her, starts to feed her.

                         MRS. DREYFUSS
            You must eat -- and you must get
            healthy -- and you must forget him.
            Such a fine boy he seemed when he
            first moved in here -- clean and
            cut -- a regular Ivy Leaguer. Turns
            out he is King Farouk. Mit the
            drinking -- mit the cha cha -- mit
            the no napkins. A girl like you,
            for the rest of your life you want
            to cry in your noodle soup? Who
            needs it! You listen to me, you
            find yourself a nice, substantial
            man -- a widower maybe -- and
            settle down -- instead of nashing
            all those sleeping pills -- for
            what, for whom? -- for some Good
            Time Charlie?
                   (sees Bud approaching
                   with napkin)
            Sssh!

                         BUD
                   (gaily)
            One napkin, coming up.
                   (hands it to Fran)
            I wish we had some champagne to
            wrap it around.

                         MRS. DREYFUSS
                   (to Fran)
            What did I tell you?

                         BUD
                   (uncomfortable)
            Look, Mrs. Dreyfuss, you don't have
            to wait around. I'll wash the
            dishes and --

                         MRS. DREYFUSS
            You wash 'em, you break 'em. I'll
            come back for them later.
                   (to Fran)
            If he makes trouble, give me a yell.

She exits.

                         FRAN
            She doesn't seem to like you very
            much.

                         BUD
            Oh, I don't mind. As a matter of
            fact, I'm sort of flattered -- that
            anybody should think a girl like
            you -- would do a thing like
            this -- over a guy like me.

                         FRAN
                   (glancing at night table)
            Oh. Did you find something here --
            an envelope -- ?

                         BUD
            Yes, I've got it.
                   (takes envelope out
                   of back pocket)
            Don't you think we'd better destroy
            it? So it won't fall into the wrong
            hands -- ?

                         FRAN
            Open it.

Bud tears open the envelope, takes out Sheldrake's hundred
dollars.

                         BUD
            There's nothing here but a hundred
            dollar bill.

                         FRAN
            That's right. Will you see that Mr.
            Sheldrake gets it?

                         BUD
                   (shrugging)
            Sure.

He puts the money in his pocket.

                         FRAN
                   (holding out tray)
            Here -- take this, will you?

Bud relieves her of the tray, sets it down.

                         BUD
            You want me to move the television
            set in here?
                   (Fran shakes her head)
            You play gin rummy?

                         FRAN
            I'm not very good at it.

                         BUD
            I am. Let me get the cards.

                         FRAN
            You don't have to entertain me.

Bud opens the bureau drawer, takes out a deck of cards, a
score pad, and a pencil.

                         BUD
            Nothing I'd like better -- you know
            togetherness. Guess what I did last
            Christmas. Had an early dinner at
            the automat, then went to the zoo,
            then I came home and cleaned up
            after Mr. Eichelberger -- he had a
            little eggnog party here. I'm way
            ahead this year.

He pulls a chair up to the bed, starts to shuffle the cards.

                         BUD
            Three across, spades double, high
            deals.
                   (they cut)
            Eight -- ten.
                   (he starts to deal)


                         FRAN
                   (pensively)
            I think I'm going to give it all up.

                         BUD
            Give what up?

                         FRAN
            Why do people have to love people,
            anyway?

                         BUD
            Yeah -- I know what you mean.
                   (flips over down card)
            Queen.

                         FRAN
            I don't want it.

                         BUD
            Pick a card.

She does, and they start playing.

                         FRAN
            What do you call it when somebody
            keeps getting smashed up in
            automobile accidents?

                         BUD
            A bad insurance risk?

                         FRAN
                   (nodding)
            That's me with men. I've been
            jinxed from the word go -- first
            time I was ever kissed was in a
            cemetery.

                         BUD
            A cemetery?

                         FRAN
            I was fifteen -- we used to go
            there to smoke. His name was
            George -- he threw me over for a
            drum majorette.

                         BUD
            Gin.

He spreads his hand. Fran lays her cards down, and Bud adds
them up.

                         BUD
            Thirty-six and twenty-five --
            that's sixty-one and two boxes.
                   (enters score on pad)


                         FRAN
            I just have this talent for falling
            in love with the wrong guy in the
            wrong place at the wrong time.
                         BUD
                   (shuffling)
            How many guys were there?

                         FRAN
                   (holding up four fingers)
            Three. The last one was manager of
            a finance company, back home in
            Pittsburgh -- they found a little
            shortage in his accounts, but he
            asked me to wait for him -- he'll
            be out in 1965.

                         BUD
                   (pushing the deck
                   toward her)
            Cut.

                         FRAN
                   (she does, and he
                   starts dealing)
            So I came to New York and moved in
            with my sister and her husband --
            he drives a cab. They sent me to
            secretarial school, and I applied
            for a job with Consolidated - but I
            flunked the typing test --

                         BUD
            Too slow?

                         FRAN
            Oh. I can type up a storm, but I
            can't spell. So they gave me a pair
            of white gloves and stuck me in an
            elevator -- that's how I met
            Jeff --
                   (her eyes mist up,
                   and she puts her
                   cards down)
            Oh, God, I'm so fouled up. What am
            I going to do now?

                         BUD
            You better win a hand -- you're on
            a blitz.

                         FRAN
            Was he really upset when you told
            him?

                         BUD
            Mr. Sheldrake? Oh, yes. Very.

                         FRAN
            Maybe he does love me -- only he
            doesn't have the nerve to tell his
            wife.

                         BUD
            I'm sure that's the explanation.

                         FRAN
            You really think so?

                         BUD
            No doubt about it.

                         FRAN
                   (a thoughtful beat, then)
            Can I have that pad and the pencil?

                         BUD
                   (handing her score
                   pad and pencil)
            What for?

                         FRAN
            I'm going to write a letter to Mrs.
            Sheldrake.

                         BUD
            You are?

                         FRAN
            As one woman to another -- I'm sure
            she'll understand --

                         BUD
            Miss Kubelik, I don't think that's
            such a good idea.

He gently takes the pad and pencil away from her.

                         FRAN
            Why not?

                         BUD
            Well, for one thing, you can't
            spell. And secondly -- if you did
            something like that -- you'd hate
            yourself.

                         FRAN
                   (fighting back tears)
            I don't like myself very much anyway.

                         BUD
            Pick up your cards and let's go.

                         FRAN
            Do I have to?

                         BUD
            You bet. I got a terrific hand.

Fran, her eyes drooping sleepily, picks up her cards, makes
a discard.

                         BUD
            You sure you want to throw that card?

                         FRAN
            Sure.

                         BUD
            Gin.

He removes the cards from her hand, starts to add them up.

                         BUD
            Fifty-two and twenty-five -- that's
            seventy-seven -- spades is double --
            a hundred and fifty-four -- and
            four boxes -- you're blitzed in two
            games.

He enters the score on the pad. As he starts to shuffle
again, he notices that Fran has slid down on the pillow, and
that her eyes are closed -- she is asleep.

Bud rises, adjusts the blanket over her. He stands there
looking at her for a moment, runs his hand over his chin.
Realizing he needs a shave, he crosses to the bathroom.

In the bathroom, Bud washes his face, squirts some shaving
cream into his hand, starts to apply it.

EXT. BROWNSTONE HOUSE - DAY

A Volkswagen draws up to the curb in front of the house.
Kirkeby gets out on the street side, Sylvia squeezes herself
out through the other door. Kirkeby raises the front hood of
the Volkswagen, reaches into the luggage compartment, takes
out a cardboard bucket with a bottle of champagne on ice.
Together, he and Sylvia start up the steps of the house,
Sylvia already cha cha-ing in anticipation.

INT. APARTMENT - DAY

In the bathroom, Bud has just finished lathering his face
when the doorbell rings. He starts into the bedroom.

                         BUD
                   (muttering to himself)
            All right -- all right, Mrs.
            Dreyfuss.

He glances at the sleeping Fran, picks up the tray, carries
it into the living room, pulling the bedroom door closed
behind him. But it doesn't shut completely, because of
Fran's dress hooked over the top.

Bud crosses to the hall door, opens it. Outside are Kirkeby,
with the champagne bucket, and Sylvia.

                         KIRKEBY
            Hi, Baxter.

                         BUD
                   (blocking the door)
            What do you want?

                         KIRKEBY
            What do I -- ?
                   (to Sylvia)
            Just a minute.

He pushes his way into the apartment past Bud.

                         BUD
            You can't come in.

                         KIRKEBY
                   (closing the door
                   behind him)
            What's the matter with you, Buddy-
            boy? I made a reservation for four
            o'clock, remember?

He heads for the coffee table, sets the champagne down. Bud
shoots a quick glance toward the bedroom door, gets rid of
the tray.

                         BUD
            Look, you can't stay here. Just
            take your champagne and go.

                         KIRKEBY
            Baxter, I don't want to pull rank
            on you -- but I told the lady it
            was all set -- you want to make a
            liar out of me?

                         BUD
            Are you going to leave, Mr. Kirkeby,
            or do I have to throw you out?

As Bud spins him around, Kirkeby notices the dress on the
bedroom door.

                         KIRKEBY
            Buddy-boy, why didn't you say so?
                   (indicating dress)
            You got yourself a little playmate,
            huh?

                         BUD
            Now will you get out?

INT. SECOND FLOOR LANDING - DAY

Outside the door of Bud's apartment, Sylvia is cha cha-ing
impatiently. Up the stairs comes Dr. Dreyfuss, in his
overcoat and carrying his medical bag.

                         SYLVIA
                   (knocking on the door)
            Hey, come on, what are we waiting
            for? Open up, will you?

She continues cha-cha-ing. Dr. Dreyfuss has unlocked the
door to his apartment, and is watching Sylvia, appalled by
the fact that Baxter seems to be at it again. He starts
inside.

                         DR. DREYFUSS
                   (calling)
            Mildred --  !

He shuts the door behind him.

                         SYLVIA
                   (knocking on Baxter's door)
            What's holding things up?

INT. APARTMENT - DAY

Kirkeby looks toward the door in response to Sylvia's
knocking.

                         KIRKEBY
            Say, why don't we have ourselves a
            party -- the four of us?

                         BUD
            No!

He forces Kirkeby toward the hall door. Kirkeby, glancing
past him through the partly-open door of the bedroom,
catches sight of Fran asleep in bed.

                         KIRKEBY
                   (grinning smugly)
            Well, I don't blame you. So you hit
            the jackpot, eh kid -- I mean,
            Kubelik-wise?
                   (Bud opens the door,
                   gestures him out)
            Don't worry. I won't say a word to
            anybody.

INT. SECOND FLOOR LANDING - DAY

Kirkeby comes backing out the door of Bud's apartment, minus
the champagne bucket.

                         KIRKEBY
            Stay with it, Buddy-boy!
                   (Bud shuts the door
                   on him)
            Come on, Sylvia.

                         SYLVIA
            What gives?

                         KIRKEBY
            A little mixup in signals. Let's go.

                         SYLVIA
            Go where?

                         KIRKEBY
                   (leading her toward stairs)
            What's your mother doing this
            afternoon?

                         SYLVIA
            She's home -- stuffing a turkey.

                         KIRKEBY
            Why don't we send her to a movie --
            like Ben-Hur?

                         SYLVIA
            That's fine. But what are we going
            to do about grandma and Uncle
            Herman and Aunt Sophie and my two
            nieces --

INT. APARTMENT - DAY

Bud comes into the bedroom. As he heads for the bathroom,
Fran stirs slightly, opens her eyes.

                         FRAN
            Who was that?

                         BUD
            Just somebody delivering a bottle
            of champagne. Like some?

                         FRAN
                   (shaking her head)
            Would you mind opening the window?

She turns off the electric blanket as Bud crosses to the
window, pushes it up. Then a thought strikes him, and he
looks at Fran suspiciously.

                         BUD
            Now don't go getting any ideas,
            Miss Kubelik.

                         FRAN
            I just want some fresh air.

                         BUD
            It's only one story down -- the
            best you can do is break a leg.

                         FRAN
            So they'll shoot me -- like a horse.

                         BUD
                   (approaching the bed)
            Please, Miss Kubelik, you got to
            promise me you won't do anything
            foolish.

                         FRAN
            Who'd care?

                         BUD
            I would.

                         FRAN
                   (sleepily)
            Why can't I ever fall in love with
            somebody nice like you?

                         BUD
                   (ruefully)
            Yeah. Well -- that's the way it
            crumbles, cookie-wise. Go to sleep.

Fran closes her eyes. Bud returns to the bathroom, picks up
his razor, starts to shave. But something seems to be wrong
with the razor -- and unscrewing it, he realizes that there
is no blade. Sheepishly, he takes out the blade he hid in
his shirt pocket, inserts it in his razor, screws it shut.
Then he resumes shaving.

                                            FADE OUT:

FADE IN:

INT. SHELDRAKE'S ANTEROOM - DAY

It is the morning after Christmas, and Miss Olsen and the
other girls are just settling down to work. Sheldrake, in
hat and coat, approaches from the elevators, comes through
the glass doors.

                         SECRETARIES
                   (ad lib)
            Good morning, Mr. Sheldrake.

                         SHELDRAKE
                   (ignoring them)
            Miss Olsen, will you come into my
            office, please?

He strides into the inner office. Miss Olsen picks up her
stenographic pad, follows him in.

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is removing his hat and coat as Miss Olsen comes
in, shuts the door behind her.

                         MISS OLSEN
            Did you have a nice Christmas?

                         SHELDRAKE
            Lovely. You were a big help.

                         MISS OLSEN
            Me?
                         SHELDRAKE
            Thank you for giving that little
            pep talk to Miss Kubelik at the
            office party.

                         MISS OLSEN
                   (dropping her
                   business-like mask)
            I'm sorry, Jeff. You know I could
            never hold my liquor --

                         SHELDRAKE
            But I thought you could hold your
            tongue.

                         MISS OLSEN
            It won't happen again.

                         SHELDRAKE
            You bet it won't. I'll arrange for
            you to get a month's severance
            pay --
                   (she looks at him, uncomprehending)
            That's right, Miss Olsen. I'm
            letting you go.

                         MISS OLSEN
                   (quietly)
            You let me go four years ago, Jeff.
            Only you were cruel enough to make
            me sit out there and watch the new
            models pass by.

                         SHELDRAKE
            I'd appreciate it if you'd be out
            of here as soon as you can.

                         MISS OLSEN
                   (formal again)
            Yes, Mr. Sheldrake.

She turns and walks out of the office, shutting the door.
Sheldrake looks after her for a moment, then goes to his
desk, picks up the phone, dials the operator.

                         SHELDRAKE
                   (into phone)
            This is Mr. Sheldrake. I'd like Mr.
            Baxter's home telephone number --
            that's C.C. Baxter, in Ordinary
            Premium Accounting --

INT. SHELDRAKE'S ANTEROOM - DAY

Miss Olsen has put on her coat, and is going through her
desk drawers, cleaning out her personal belongings -- nail
polish, emery boards, an extra pair of glasses, etc. As she
stows them away in her handbag, one of the buttons on the
telephone lights up. Miss Olsen hesitates for a second, then
with a quick look around, she pushes the button down,
carefully picks up the receiver, listens in.

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is dialing the last two digits of a telephone
number. After a moment, someone answers.

                         SHELDRAKE
            Hello, Baxter? Jeff Sheldrake. Can
            you talk?

INT. THE APARTMENT - DAY

Bud, wearing slacks, a shirt open at the neck, and a cardigan
sweater, is at the phone. A pillow and a blanket on the
living room couch indicate where he spent the night.

                         BUD
                   (looking off)
            Yes, she's in the shower -- she's
            coming along fine, considering.

SHELDRAKE - ON PHONE

                         SHELDRAKE
            Good. Is there anything you need --
            money -- ?

BUD - ON PHONE

                         BUD
            No, thank you, Mr. Sheldrake. As a
            matter of fact, I've got some money
            for you -- a hundred dollars --

SHELDRAKE - ON PHONE

                         SHELDRAKE
            Oh.
                   (a beat)
            Well, if there's anything I can do
            for you --

BUD - ON PHONE

                         BUD
            For me? I don't think so. But I was
            hoping maybe you could do something
            for her --

SHELDRAKE - ON PHONE

                         SHELDRAKE
            Like what? Put yourself in my
            place, Baxter -- how can I help
            her -- my hands are tied --

INT. APARTMENT - DAY

Fran now appears in the bedroom, wearing the plaid robe, and
toweling her damp hair.

                         BUD
                   (into phone)
            Well, at least you can talk to
            her -- let me put her on -- and
            please be gentle --

He puts the receiver down, crosses toward the bedroom door.

                         BUD
            There's a call for you --

                         FRAN
                   (approaching)
            For me?

                         BUD
            -- Mr. Sheldrake.

                         FRAN
            I don't want to talk to him.

                         BUD
            I think you should. I have to run
            down to the grocery anyway -- all
            that's left around here is one
            frozen pizza --
                   (takes raincoat and
                   old hat from hanger)
            I'll be right back -- okay?

Fran nods, watches him go out. Then she glances toward the
phone, which is off the hook. Reluctantly she advances
toward it, picks it up.

                         FRAN
                   (into phone)
            Hello, Jeff.
                   (a long beat)
            Yes, I'm all right.

SHELDRAKE - ON PHONE

                         SHELDRAKE
            Fran, why did you do it? It's so
            childish -- and it never solves
            anything -- I ought to be very
            angry with you, scaring me like
            that -- but let's forget the whole
            thing -- pretend it never
            happened -- what do you say, Fran?
                   (no answer)
            Fran --

INT. SHELDRAKE'S ANTEROOM

Miss Olsen, glued to the phone, is listening intently.

SHELDRAKE - ON PHONE

                         SHELDRAKE
            Are you there, Fran?

FRAN - ON PHONE

                         FRAN
            Of course I'm not here -- because
            the whole thing never happened -- I
            never took those pills -- I never
            loved you -- we never even met --
            isn't that the way you want it?

SHELDRAKE - ON PHONE

                         SHELDRAKE
            There you go again -- you know I
            didn't mean it that way, Fran. Just
            get well -- do what the nurse tells
            you -- I mean Baxter -- and I'll
            see you as soon as I can. Bye, Fran.
                   (he hangs up)


INT. SHELDRAKE'S ANTEROOM - DAY

Miss Olsen hangs up the phone, sits there for a moment,
weighing what she has overheard. Then she makes a decision,
picks up the phone again, dials a number. As she waits for
an answer, she glances toward Sheldrake's office.
                         MISS OLSEN
                   (into phone)
            Hello, Mrs. Sheldrake? This is Miss
            Olsen -- fine, thank you -- Mrs.
            Sheldrake, I was wondering if we
            could have lunch together? -- well,
            I don't know how important it is,
            but I think you might find it
            educational -- it concerns your
            husband -- all right, one o'clock,
            at Longchamp's, Madison and 59th.

She looks up as the door to the inner office opens and
Sheldrake comes out. He stops when he sees that Miss Olsen
is still there.

                         MISS OLSEN
                   (hanging up phone)
            Don't worry, I'm on my way.
                   (she rises)
            I was just making a personal call.

She opens her handbag, takes out a coin, puts it down on the
desk.

                         MISS OLSEN
            Here's a dime.

She marches out through the glass doors toward the elevators
as Sheldrake stands there, watching her.

                                            DISSOLVE TO:

EXT. BROWNSTONE HOUSE - DAY

Bud comes down the street, carrying a large brown paper bag
overflowing with groceries. He goes up the steps of the
house and through the front door.

INT. STAIRCASE AND SECOND FLOOR LANDING - DAY

As Bud starts up the stairs, with the groceries, Mrs.
Lieberman comes hurrying down toward him.

                         MRS. LIEBERMAN
                   (breathlessly)
            Oh, Mr. Baxter -- I'm glad you're
            here -- I was just going to get the
            passkey.

                         BUD
            What for?

                         MRS. LIEBERMAN
            I thought I smelled gas coming from
            your apartment.

                         BUD
            Gas?

He races up the stairs two at a time, fumbling frantically
for his key. Reaching the door of his apartment, he unlocks
it, dashes in.

INT. THE APARTMENT - DAY

Bud comes bursting through the door. The living room is
empty, and the bedclothes have been removed from the couch.

                         BUD
                   (calling)
            Miss Kubelik!

He dumps the bag of groceries on a table, rushes into the
kitchen. The burner has been turned on under the kettle, but
there is no flame, and gas is hissing from the vents. Bud
snaps it off, starts out again.

                         BUD
            Miss Kubelik!

Meanwhile Fran has appeared from the bathroom, and is
approaching the bedroom door. She is still in her robe, and
is holding a double sock-stretcher with one of Bud's socks
on it. Bud, rounding the corner from the kitchen at full
speed, collides with Fran in the bedroom doorway. He grabs
her arms with obvious relief.

                         BUD
            Are you all right?

                         FRAN
            Sure.
                   (sniffs)
            What's that funny smell?

                         BUD
            Gas.
                   (indicating kitchen)
            Didn't you turn it on?

                         FRAN
            Yes. I was boiling some water to
            get the coffee stains out of my
            dress.

                         BUD
                   (accusingly)
            You turned it on -- but you didn't
            light it.

                         FRAN
            Are you supposed to?

                         BUD
            In this house, you're supposed to.

                         FRAN
            Oh.

Bud starts to take off his hat and coat, notices the sock-
stretcher in her hand.

                         BUD
            What are you doing with that?

                         FRAN
            I was washing my stockings, so I
            decided I might as well do your
            socks.

                         BUD
            Thank you.

                         FRAN
            It's very curious -- I could only
            find three and a half pair.

                         BUD
            Well, things are a little
            disorganized around here.

He carries the bag of groceries into the kitchen, Fran
trailing after him. During the following, he removes the
contents of the bag -- bread, eggs, bacon, spaghetti, ground
round, frankfurters, and assorted canned goods -- sets them
out on the drainboard.

                         FRAN
            I'd say. What's a tennis racquet
            doing in the kitchen?

She produces the racquet from behind the stove.

                         BUD
            Tennis racquet? Oh, I remember -- I
            was cooking myself an Italian
            dinner.
                   (Fran looks at him oddly)
            I used it to strain the spaghetti.
                         FRAN
                   (thinking it over)
            Why not?

                         BUD
            As a matter of fact, I'm a pretty
            good cook -- but I'm a lousy
            housekeeper.

                         FRAN
            Yes, you are,
                   (indicating the
                   living room)
            When I was straightening up the
            couch, you know what I found? Six
            hairpins, a lipstick, a pair of
            false eyelashes, and a swizzle
            stick from the Stork Club.

                         BUD
                   (shrugging)
            It's just that I'm the kind of guy
            who can't say no -- I don't mean to
            girls -- I mean --

                         FRAN
            You mean to someone like Mr.
            Sheldrake.

                         BUD
            I guess so.

                         FRAN
            I know so. He's a taker.

                         BUD
            A what?

                         FRAN
            Some people take, some people get
            took -- and they know they're
            getting took -- and there's nothing
            they can do about it.

                         BUD
            I wouldn't say that --
                   (trying to change the subject)
            What would you like to have for
            diner? There's onion soup and
            canned asparagus --

                         FRAN
            I really ought to be getting home.
            My family will be flipping by now.

She starts into the living room. Bud follows her.

                         BUD
            You can't leave yet. The doctor
            says it takes forty-eight hours to
            get the stuff out of your system.

                         FRAN
                   (wistfully)
            I wonder how long it takes to get
            someone you're stuck on out of your
            system? If they'd only invent some
            kind of a pump for that --

She sits on the arm of a chair.

                         BUD
            I know how you feel, Miss Kubelik.
            You think it's the end of the
            world -- but it's not, really. I
            went through exactly the same thing
            myself.

                         FRAN
            You did?

                         BUD
            Well, maybe not exactly -- I tried
            to do it with a gun.

                         FRAN
            Over a girl?

                         BUD
            Worse than that -- she was the wife
            of my best friend -- and I was mad
            for her. But I knew it was
            hopeless -- so I decided to end it
            all. I went to a pawnshop and
            bought a forty-five automatic and
            drove up to Eden Park -- do you
            know Cincinnati?

                         FRAN
            No, I don't.

                         BUD
            Anyway, I parked the car and loaded
            the gun -- well, you read in the
            papers all the time that people
            shoot themselves, but believe me,
            it's not that easy -- I mean, how
            do you do it? -- here, or here, or
            here --
                   (with cocked finger,
                   he points to his
                   temple, mouth and chest)
            -- you know where I finally shot
            myself?

                         FRAN
            Where?

                         BUD
                   (indicating kneecap)
            Here.

                         FRAN
            In the knee?

                         BUD
            Uh-huh. While I was sitting there,
            trying to make my mind up, a cop
            stuck his head in the car, because
            I was illegally parked -- so I
            started to hide the gun under the
            seat and it went off -- pow!

                         FRAN
                   (laughing)
            That's terrible.

                         BUD
            Yeah. Took me a year before I could
            bend my knee -- but I got over the
            girl in three weeks. She still
            lives in Cincinnati, has four kids,
            gained twenty pounds -- she sends
            me a fruit cake every Christmas.

                         FRAN
                   (suddenly suspicious)
            Are you just making that up to make
            me feel better?

                         BUD
            Of course not. Here's the fruit
            cake.
                   (shows it to her
                   under Christmas tree)
            And you want to see my knee?
                   (starts to raise
                   pant-leg)


                         FRAN
            No, thanks. The fellows in the
            office may get the wrong idea how I
            found out.

                         BUD
            So let 'em. Look, I'm going to cook
            dinner for us. We'll have the fruit
            cake for dessert. You just sit
            there and rest. You've done enough
            for one day.

                         FRAN
                   (smiling)
            Yes, nurse.

Bud starts happily into the kitchen.

                                            DISSOLVE TO:

INT. LOBBY INSURANCE BUILDING - DAY

It is mid-afternoon, and traffic is light. A Yellow Cab has
pulled up in front of the entrance, and the driver, a
stockily-built young man in a leather jacket and cap, gets
out and comes through the revolving doors into the lobby.
His name is KARL MATUSCHKA, and he is Fran's brother-in-law.
As he cases the elevators, the starter comes up to him.

                         ELEVATOR STARTER
            Can I help you?

                         MATUSCHKA
            I'm looking for one of the elevator
            girls -- Miss Kubelik.

                         ELEVATOR STARTER
            So am I. She didn't report this
            morning.

                         MATUSCHKA
            She didn't. Where can I get some
            information -- who's in charge here?
                         ELEVATOR STARTER
            That comes under General Office
            Administration. See Mr. Dobisch,
            twenty-first floor.

                         MATUSCHKA
            Thanks.

He steps into an elevator, the doors of which are just
closing.

INT. DOBISCH'S OFFICE - DAY

Dobisch is sitting behind his desk, lighting a cigar.
Kirkeby, who has dropped in for a little visit, is perched
on the edge of the desk.

                         KIRKEBY
            -- so yesterday afternoon I take
            Sylvia up to the apartment, and
            guess who he's got stashed away in
            the bedroom?

                         DOBISCH
            Who?

                         KIRKEBY
            Kubelik.

                         DOBISCH
            No kidding. Buddy-boy and Kubelik
            having themselves a little toot!

                         KIRKEBY
            Toot? It's more like a lost weekend.
            Neither of them showed up for work
            today.

                         DOBISCH
            A.W.O.L.?

                         KIRKEBY
            What gripes me is the two of them
            were guzzling my champagne while
            Sylvia and I wound up at the
            Guggenheim Museum.

The glass door opens and Matuschka comes in.

                         MATUSCHKA
            Mr. Dobisch?

                         DOBISCH
            Yeah.

                         MATUSCHKA
            My name is Karl Matuschka -- my
            sister-in-law, she runs one of the
            elevators here -- Fran Kubelik.

                         KIRKEBY
                   (exchanging a glance
                   with Dobisch)
            Miss Kubelik?

                         MATUSCHKA
            You know her?

                         DOBISCH
            Of course. There may be a lot of
            employees here -- but we're one big
            happy family.

                         MATUSCHKA
            Well, she lives with us -- and my
            wife, she's getting a little
            nervous -- on account of Fran
            hasn't been home for two days.

                         KIRKEBY
                   (another look at Dobisch)
            That so.

                         MATUSCHKA
            Anyway, we was wondering if somebody
            in the office would know what
            happened to her.

                         DOBISCH
            I see.
                   (to Kirkeby)
            What do you think, Al? Can we help
            the man?

                         KIRKEBY
                   (after a pregnant pause)
            Why not? We don't owe Buddy-boy
            anything.

                         DOBISCH
            Yeah. What's Buddy-boy done for us
            lately?

                         MATUSCHKA
                   (scowling)
            Who is Buddy-boy?

                                            DISSOLVE TO:

INT. THE APARTMENT - EVENING

Buddy-boy is bending over a hot stove, preparing an Italian
dinner. He takes a saucepan of spaghetti off the fire, and
picking up the tennis racquet with the other hand, pours the
spaghetti on top of the racquet strings. Then he turns on
the faucet, runs water over the spaghetti. With the combined
technique of Brillat-Savarin and Pancho Gonzales, he gently
agitates the racquet, letting the water drain off the
spaghetti. As he works, he hums a theme from Tschaikowsky's
Capriccio Italien.

Fran walks in, still in her robe.

                         FRAN
            Are we dressing for dinner?

                         BUD
            No -- just come as you are.

                         FRAN
                   (watching him)
            Say, you're pretty good with that
            racquet.

                         BUD
            You ought to see my backhand.
                   (dumping spaghetti
                   into platter)
            And wait till I serve the meatballs.
                   (demonstrates)


                         FRAN
            Shall I light the candles?

                         BUD
            It's a must -- gracious-living-wise.

As Fran starts into the living room, Bud begins to ladle
meat sauce onto the spaghetti, humming operatically.

In the living room, the small table has been set for two,
and prominent on it is the champagne bottle that Mr. Kirkeby
left behind, still in its cardboard bucket, but freshly iced.
As Fran lights the candles, she notices the napkins on the
table, peels a price-tag off the corner of one of them.

                         FRAN
            I see you bought some napkins.

                         BUD
            Might as well go all the way.

He carries the platter of spaghetti and meat sauce in from
the kitchen, sets it on the table, sprinkles some cheese on
it. Then he crosses to the coffee table, where a full
martini pitcher stands in readiness, fills a couple of
glasses. Fran seats herself at the table.

                         BUD
            You know, I used to live like
            Robinson Crusoe -- shipwrecked
            among eight million people. Then
            one day I saw a footprint in the
            sand -- and there you were --
                   (hands her martini)
            It's a wonderful thing -- dinner
            for two.

                         FRAN
            You usually eat alone?

                         BUD
            Oh, no. Sometimes I have dinner
            with Ed Sullivan, sometimes with
            Dinah Shore or Perry Como -- the
            other night I had dinner with Mae
            West -- of course, she was much
            younger then.
                   (toasting)
            Cheers.

                         FRAN
            Cheers.

They drink.

                         BUD
            You know what we're going to do
            after dinner?

                         FRAN
            The dishes?

                         BUD
            I mean, after that?

                         FRAN
            What?

                         BUD
            You don't have to if you don't want
            to --

                         FRAN
            I don't?

                         BUD
            We're going to finish that gin game.

                         FRAN
            Oh.

                         BUD
            So I want you to keep a clear head.

The door bell rings. Carrying his martini glass, Bud crosses
to the door, starts to open it.

                         BUD
            Because I don't want to take
            advantage of you -- the way I did
            yesterday in bed.

By now the door is open, and Bud is speaking to Fran over
his shoulder. He turns, finds himself face to face with Karl
Matuschka, who is standing grimly in the doorway.

                         MATUSCHKA
            Baxter?

                         BUD
            Yes?

Matuschka shoves him roughly aside, strides past him toward
Fran, who has risen to her feet.

                         MATUSCHKA
            What's with you, Fran -- did you
            forget where you live?

                         FRAN
                   (to Bud)
            This is my brother-in-law, Karl
            Matuschka.

                         BUD
                   (friendly)
            How do you do, Mr. Matuschka?

                         MATUSCHKA
                   (pushing Bud away; to Fran)
            Okay, get your clothes on. I got
            the cab downstairs.

                         BUD
            Now, wait a minute. I know what
            you're thinking -- but it's not as
            bad as it looks --
                         MATUSCHKA
                   (shoving him away)
            It's none of my business what you
            do, Fran -- you're over twenty-
            one -- but your sister happens to
            think you're a lady.

                         BUD
            All we were going to do is eat and
            wash the dishes --

                         MATUSCHKA
                   (grabbing him)
            Look, Buddy-boy -- if there wasn't
            a lady present, I'd clobber you.

                         FRAN
                   (separating them)
            All right, Karl -- I'll get dressed.

She exits into the bedroom, removing her dress from the
door, and closing it. Matuschka leans against the wall
beside the hall door, eyeing Bud truculently. Bud raises a
finger to remonstrate with him -- then breaks into a nervous,
ingratiating smile.

                         BUD
            Care for a martini? Champagne?
                   (Matuschka continues
                   glaring at him)
            How about a little spaghetti with
            meat sauce? Made it myself.
                   (Matuschka just scowls)
            Your sister-in-law sure is
            terrific --
                   (realizes his mistake;
                   switching abruptly)
            Must be murder driving a cab in New
            York -- I mean, with all that
            cross-town traffic --

He gestures with the martini glass, spilling the contents
over his shirtfront. Through the partly open hall door, Dr.
Dreyfuss sticks his head in.

                         DR. DREYFUSS
            Hi, Baxter.

He steps into the apartment, passing Matuschka without
seeing him.

                         DR. DREYFUSS
            How's the patient?

                         BUD
                   (quickly)
            Oh, I'm fine, Doc.

                         DR. DREYFUSS
            Not you -- Miss Kubelik.

                         MATUSCHKA
                   (stepping forward)
            What's the matter with Miss Kubelik?

                         BUD
            Oh, this is Mr. Matuschka -- he's
            Miss Kubelik's -- he's got a cab
            downstairs --

                         MATUSCHKA
                   (to Dreyfuss)
            Fran been sick or something?

Dr. Dreyfuss looks at Bud.

                         BUD
            No, no -- just had a little accident.

                         MATUSCHKA
                   (to Dreyfuss)
            What does he mean, accident?

                         DR. DREYFUSS
            Well, these things happen all the
            time --

                         MATUSCHKA
            What things?
                   (grabbing Dreyfuss)
            Say, what kind of doctor are you,
            anyway?

                         BUD
                   (hastily)
            Oh, not that kind. He just gave her
            a shot and pumped her stomach out --

Behind them, the bedroom door has opened, and Fran comes
out, wearing her coat over her dress.

                         MATUSCHKA
            What for?

                         FRAN
                   (coming up)
            Because I took some sleeping pills.
            But I'm all right now -- so let's go.

                         MATUSCHKA
            Why did you take sleeping pills?

                         BUD
                   (promptly)
            On account of me.

                         MATUSCHKA
                   (whirling on him)
            You?

                         BUD
            Who else?

Matuschka lashes out with a left to Bud's jaw, and while he
is off balance, catches him with a right to the eye. Bud
falls back against the Christmas tree, which topples with a
crash. Fran pulls Matuschka away from him.

                         FRAN
            Leave him alone, Karl.

She kneels beside Bud.

                         FRAN
                   (tenderly)
            You fool -- you damn fool.

                         MATUSCHKA
            Come on, Fran.

                         FRAN
            Goodbye, Mr. Baxter.

She kisses him on the cheek, rises, starts toward the door.

                         FRAN
            Goodbye, doctor.

She follows Matuschka out. Bud looks after her, starry-eyed.

                         DR. DREYFUSS
            I don't want to gloat, but just
            between us, you had that coming to
            you.
                   (tilts Bud's chin up,
                   examines his eye)
            Tch, tch, tch. Are you going to
            have a shiner tomorrow. Let me get
            my bag.
                   (he starts out)
                         BUD
                   (calling after him)
            Don't bother, Doc. It doesn't hurt
            a bit.

He is on Cloud Nine.

                                            FADE OUT:

FADE IN:

INT. NINETEENTH FLOOR - DAY

Bud is coming from the elevators toward his office. He is
wearing his chesterfield, bowler, and a pair of dark glasses.
He opens the office door, starts in.

INT. BUD'S OFFICE - DAY

Bud crosses directly to the phone, removes his glasses
revealing a swollen left eye. He dials a number.

                         BUD
                   (into phone)
            Mr. Sheldrake's office? This is C.C.
            Baxter. Would you please tell Mr.
            Sheldrake I'd like to come up and
            see him? It's rather important.
            Will you call me back, please?

He hangs up, takes off his hat and coat, deposits them on
the clothes- tree. Then he paces around the office,
rehearsing a speech out loud.

                         BUD
            Mr. Sheldrake, I've got good news
            for you. All your troubles are over.
            I'm going to take Miss Kubelik off
            your hands.
                   (nods to himself with satisfaction)
            The plain fact is, Mr. Sheldrake,
            that I love her. I haven't told her
            yet, but I thought you should be
            the first to know. After all, you
            don't really want her, and I do,
            and although it may sound
            presumptuous, she needs somebody
            like me. So I think it would be the
            thing all around --
                   (the phone rings and
                   he picks it up)
            -- solution-wise.
                   (into phone)
            Yes? I'll be right up.

He hangs up, crosses to the door, opens it.

                         BUD
                   (to himself)
            Mr. Sheldrake, I've got good news
            for you --

Putting on his dark glasses, he heads for the elevators,
still talking to himself.

INT. NINETEENTH FLOOR - DAY

Kirkeby and Dobisch are just stepping out of an elevator
when Bud approaches. They grin smugly when they see that he
is wearing dark glasses.

                         KIRKEBY
            Hi, Buddy-boy. What happened to you?

                         DOBISCH
            Hit by a swinging door? Or maybe a
            Yellow Cab?

Bud pays no attention, walks right past them into the
elevator, still muttering to himself. The doors close.

                         KIRKEBY
                   (as they move away
                   from the elevators)
            That guy really must've belted him.

                         DOBISCH
            Yeah, he's punchy. Talking to
            himself.

INT. TWENTY-SEVENTH FLOOR FOYER - DAY

The elevator doors open.

                         ELEVATOR OPERATOR
            Twenty-seven.

Bud steps out. As he heads for Sheldrake's office, he
continues rehearsing his speech.

                         BUD
            You see, Mr. Sheldrake, those two
            days she spent in the apartment --
            it made me realize how lonely I'd
            been before. But thanks to you, I'm
            in a financial position to marry
            her -- if I can ever square things
            with her family.

He opens the door to Sheldrake's anteroom.

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is pacing in front of his desk. A couple of
suitcases are standing in a corner of the room. The intercom
buzzes, and Sheldrake presses the lever down.

                         SECRETARY'S VOICE
            Mr. Baxter is here.

                         SHELDRAKE
            Send him in.

A beat, then the door opens, and Bud marches in determinedly.

                         BUD
            Mr. Sheldrake, I've got good news
            for you --

                         SHELDRAKE
            And I've got good news for you,
            Baxter. All your troubles are over.

                         BUD
                   (reacting to the echo)
            Sir?

                         SHELDRAKE
            I know how worried you were about
            Miss Kubelik -- well, stop
            worrying -- I'm going to take her
            off your hands.

                         BUD
                   (stunned)
            You're going to take her off my
            hands?

                         SHELDRAKE
            That's right.
                   (indicating suitcases)
            I've moved out of my house -- I'm
            going to be staying in town, at the
            Athletic Club.

                         BUD
            You left your wife?

                         SHELDRAKE
            Well, if you must know -- I fired
            my secretary, my secretary got to
            my wife, and my wife fired me.
            Ain't that a kick in the head?

                         BUD
            Yeah --

                         SHELDRAKE
            Now what was your news, Baxter?

                         BUD
                   (recovering with difficulty)
            It's about Miss Kubelik -- she's
            all right again -- so she went back
            home.

                         SHELDRAKE
            Swell. And don't think I've
            forgotten what you did for me.
                   (opens door to
                   adjoining office)
            This way, Baxter.

Bud advances slowly toward the door.

INT. ADJOINING OFFICE - DAY

It is a slightly smaller and less lavish edition of Sheldrake
s office. Sheldrake ushers Bud through the door, points to
the chair behind the desk.

                         SHELDRAKE
            Sit down. Try it on for size.

Bud obeys like an automaton, lowers himself into the chair.

                         SHELDRAKE
            You like?
                   (indicating office)
            It's all yours.

                         BUD
            Mine?

                         SHELDRAKE
            My assistant, Roy Thompson, has
            been shifted to the Denver office,
            and you're taking his place.
                   (no reaction from Bud)
            What's the matter, Baxter? You
            don't seem very excited.

                         BUD
            Well, it's just that so many things
            have been happening so fast -- I'm
            very pleased -- especially for Miss
            Kubelik. Now that I've gotten to
            know her better, I think she's the
            kind of girl that definitely ought
            to be married to somebody --

                         SHELDRAKE
            Oh, sure, sure. But first the
            property settlement has to be
            worked out -- then it takes six
            weeks in Reno -- meanwhile, I'm
            going to enjoy being a bachelor for
            a while.
                   (starts back toward
                   his own office)
            Oh, by the way, you can now have
            lunch in the executive dining
            room --

                         BUD
            Yes, sir.

He removes his dark glasses reflectively.

                         SHELDRAKE
            That's just one of the privileges
            that goes with this job. You also
            get a nice little expense account,
            the use of the executive washroom --
                   (breaks off, peers at
                   Bud's face)
            Say, what happened to you, Baxter?

                         BUD
            I got kicked in the head, too.

                         SHELDRAKE
            Oh?

With a shrug, he exits into his own office, closing the door
behind him. Bud sits there, unconsciously bending the
glasses in his hand until they suddenly snap in two. Bud
glances down at the two broken halves, as though surprised
by his own violence, tosses them on the desk.

                                            DISSOLVE TO:

INT. LOBBY INSURANCE BUILDING - EVENING

We are close on the building directory. Listed under
PERSONNEL is J.D. SHELDRAKE, Director, and just below that a man's
hand is inserting the name C.C. BAXTER in the slot marked Asst.
Director. The lettering is complete except for the final R.

Camera pulls back to reveal the sign painter we saw earlier,
working on the directory. Watching him is Bud. He is wearing
his chesterfield and bowler, and still has a slight welt
under his left eye. It is after six o'clock, and there is
very little activity in the lobby.

Fran, wearing her coat over street clothes, approaches from
the direction of the elevators, stops when she sees Bud.

                         FRAN
            Good evening, Mr. Baxter.

Bud turns to her in surprise, removes his bowler.

                         BUD
            Oh, Miss Kubelik. How do you feel?

                         FRAN
            Fine. How's your eye?

                         BUD
            Fine.

There is a moment of constraint between them.

                         FRAN
            How's everything at the apartment?

                         BUD
            Nothing's changed. You know, we
            never finished that gin game --

                         FRAN
            I know.
                   (a beat)
            I suppose you heard about Mr.
            Sheldrake --?

                         BUD
            You mean, leaving his wife? Yeah.
            I'm very happy for you.

                         FRAN
            I never thought he'd do it.

                         BUD
            I told you all along. You see, you
            were wrong about Mr. Sheldrake.

                         FRAN
            I guess so.

                         BUD
            For that matter, you were wrong
            about me, too. What you said about
            those who take and those who get
            took? Well, Mr. Sheldrake wasn't
            using me -- I was using him. See?
                   (indicating his name
                   on directory)
            Last month I was at desk 861 on the
            nineteenth floor -- now I'm on the
            twenty-seventh floor, paneled
            office, three windows -- so it all
            worked out fine -- we're both
            getting what we want.

                         FRAN
            Yes.
                   (looks at her watch)
            You walking to the subway?

                         BUD
            No, thank you.
                   (fumbling)
            I -- well, to tell you the truth --
                   (glancing around lobby)
            -- I have this heavy date for
            tonight --

He points off toward the newsstand. Standing there is a
tall, attractive brunette, obviously waiting for someone.
Fran looks off in the indicated direction.

                         FRAN
            Oh.

                         BUD
            Aren't you meeting Mr. Sheldrake?

                         FRAN
            No. You know how people talk. So I
            decided it would be better if we
            didn't see each other till
            everything is settled, divorce-wise.

                         BUD
            That's very wise.

                         FRAN
            Good night, Mr. Baxter.

                         BUD
            Good night, Miss Kubelik.

Fran walks toward the revolving doors. Bud watches her for a
moment, then strides briskly across the lobby toward the
newsstand. He goes right past the waiting brunette, stops in
front of a rack of pocket books, examines the merchandise. A
man now comes out of a phone booth, joins the waiting
brunette, and they go off together. Bud picks out a couple
of paperbacks, pays the clerk behind the counter. Stuffing a
book into each coat pocket, he moves slowly toward the
revolving doors.

                                            DISSOLVE TO:

INT. SHELDRAKE'S OFFICE - DAY

Sheldrake is swiveled around sideways behind his desk, with
a bootblack kneeling in front of him, shining his shoes.
Reaching for the intercom, Sheldrake presses down one of the
levers.

                         SHELDRAKE
            Baxter -- would you mind stepping
            in her for a minute?

                         BAXTER'S VOICE
            Yes, Mr. Sheldrake.

The bootblack finishes the second shoe with a flourish,
gathers up his equipment. Sheldrake tosses him a half dollar.

                         BOOTBLACK
            Much obliged.

He exits into the anteroom as the door of the adjoining
office opens and Bud comes in, carrying several charts.
There is no trace left of his black eye.

                         BUD
                   (putting charts on desk)
            Here's the breakdown of figures on
            personnel turnover. Thirty-seven
            percent of our female employees
            leave to get married, twenty-two
            percent quit because --

                         SHELDRAKE
                   (breaking in)
            You're working too hard, Baxter.
            It's New Year's Eve -- relax.

                         BUD
            Yes, sir.

                         SHELDRAKE
            I suppose you'll be on the town
            tonight -- celebrating?

                         BUD
            Naturally.

                         SHELDRAKE
            Me, too. I'm taking Miss Kubelik
            out -- I finally talked her into
            it --

                         BUD
            I see.

                         SHELDRAKE
            The only thing is I'm staying at
            the Athletic Club -- and it's
            strictly stag so if you don't
            mind --

                         BUD
            Don't mind what?

                         SHELDRAKE
            You know that other key to your
            apartment -- well, when we had that
            little scare about Miss Kubelik, I
            thought I'd better get rid of it
            quick -- so I threw it out the
            window of the commuter train.

                         BUD
            Very clever.

                         SHELDRAKE
            Now I'll have to borrow your key.

                         BUD
            Sorry, Mr. Sheldrake.

                         SHELDRAKE
            What do you mean, sorry?

                         BUD
            You're not going to bring anybody
            up to my apartment.

                         SHELDRAKE
            I'm not just bringing anybody --
            I'm bringing Miss Kubelik.

                         BUD
            Especially not Miss Kubelik.

                         SHELDRAKE
            How's that again?

                         BUD
                   (flatly)
            No key!

                         SHELDRAKE
            Baxter, I picked you for my team
            because I thought you were a bright
            young man. You realize what you're
            doing? Not to me -- but to yourself.
            Normally it takes years to work
            your way up to the twenty-seventh
            floor -- but it takes only thirty
            seconds to be out on the street
            again. You dig?

                         BUD
                   (nodding slowly)
            I dig.

                         SHELDRAKE
            So what's it going to be?

Without taking his eyes off Sheldrake, Bud reaches into his
pocket, fishes out a key, drops it on the desk.

                         SHELDRAKE
            Now you're being bright?

                         BUD
            Thank you, sir.

He turns abruptly, starts back into his own office.

INT. BUD'S NEW OFFICE - DAY

Bud comes in, shutting the door behind him, stands rooted to
the spot for a moment. Then he takes some pencils out of his
breast pocket and drops them into a container on the desk,
closes his account book, slams a couple of open file drawers
shut.

As he crosses to the clothes closet, the connecting door
opens and Sheldrake comes in, key in hand.

                         SHELDRAKE
            Say, Baxter -- you gave me the
            wrong key.

                         BUD
            No I didn't.

                         SHELDRAKE
                   (holding it out)
            But this is the key to the executive
            washroom.

                         BUD
            That's right, Mr. Sheldrake. I
            won't be needing it -- because I'm
            all washed up around here.

He has taken his chesterfield and bowler out of the closet,
and is putting the coat on.

                         SHELDRAKE
            What's gotten into you, Baxter?

                         BUD
            Just following doctor's orders.
            I've decided to become a mensch.
            You know what that means? A human
            being.

                         SHELDRAKE
            Now hold on, Baxter --

                         BUD
            Save it. The old payola won't work
            any more. Goodbye, Mr. Sheldrake.

He opens the door to the anteroom, starts out.

INT. SHELDRAKE'S ANTEROOM - DAY

Bud comes out of his office, carrying his bowler, strides
past the secretaries and through the glass doors to the
foyer. An elevator is just unloading, and beside it a
handyman is cleaning out one of the cigarette receptacles.
Bud crosses to the elevator, and as he passes the handyman,
he jams his bowler on the man's head -- surrendering his
crown, so to speak. The elevator doors close. The handyman
straightens up, looks around in bewilderment.

                                            DISSOLVE TO:

INT. THE APARTMENT - NIGHT

Bud is in the process of packing. In the middle of the
living room are several large cardboard cartons filled with
his possessions. The art posters are off the walls, the
bric-a-brac has been removed from the shelves, and Bud is
stowing away the last of his books and records. He crosses
to the fireplace, opens one of the drawers in the cabinet
above it, takes out a forty-five automatic. He holds the gun
in the palm of his hand, studies it appraisingly.

The doorbell rings. Bud snaps out of his reverie, drops the
gun into one of the cartons, goes to the door and opens it.
Standing outside is Dr. Dreyfuss, with a plastic ice bucket
in his hand.

                         DR. DREYFUSS
            Say, Baxter -- we're having a
            little party and we ran out of
            ice -- so I was wondering --

                         BUD
            Sure, Doc.

                         DR. DREYFUSS
                   (stepping inside)
            How come you're alone on New Year's
            Eve?

                         BUD
            Well, I have things to do --

                         DR. DREYFUSS
                   (noticing cartons)
            What's this -- you packing?

                         BUD
            Yeah -- I'm giving up the apartment.

He goes into the kitchen, opens the refrigerator, starts to
pry out the ice-cube trays.

                         DR. DREYFUSS
            Where are you moving to?

                         BUD
            I don't know. All I know is I got
            to get out of this place.

                         DR. DREYFUSS
            Sorry to lose you, Baxter.

                         BUD
            Me? Oh, you mean my body. Don't
            worry, Doc -- it'll go to the
            University -- I'll put it in
            writing --

He dumps the ice-cubes, still in their trays, into the
bucket Dr. Dreyfuss is holding. Then he pulls Kirkeby's
unopened bottle of champagne out of the refrigerator.

                         BUD
            Can you use a bottle of champagne?

                         DR. DREYFUSS
            Booze we don't need. Why don't you
            join us, Baxter? We got two brain
            surgeons, an ear, nose and throat
            specialist, a proctologist, and
            three nurses from Bellevue.

                         BUD
            No, thanks -- I don't feel like it.
            Look, Doc -- in case I don't see
            you again -- how much do I owe you
            for taking care of that girl?

                         DR. DREYFUSS
            Forget it -- I didn't do it as a
            doctor -- I did it as a neighbor.
                   (stopping in doorway)
            By the way, whatever happened to her?

                         BUD
                   (airily)
            You know me with girls. Easy come,
            easy go. Goodbye, Doc.

                         DR. DREYFUSS
            Happy New Year.

Bud closes the door, returns to the kitchen, brings out a
box of glassware and the tennis racquet. As he starts to
deposit the racquet in a carton, he notices a strand of
spaghetti clinging to the strings. He removes it gently,
stands there twirling the limp spaghetti absently around his
finger.

                                            CUT TO:

INT. CHINESE RESTAURANT - NIGHT

It is five minutes before midnight, New Year's Eve. Sitting
alone in the last booth is Fran, a paper hat on her head, a
pensive look on her face. There are two champagne glasses on
the table, and the usual noisemakers, but the chair opposite
her is empty. Above the general hubbub, the Chinese pianist
can be heard playing. After a moment, Fran glances off.

Threading his way through the merrymakers crowding the bar
and overflowing from the booths is Sheldrake. He is in
dinner clothes, topped by a paper hat. Reaching the last
booth, he drops into the chair facing Fran.

                         SHELDRAKE
            Sorry it took me so long on the
            phone. But we're all set.

                         FRAN
            All set for what?

                         SHELDRAKE
            I rented a car -- it's going to be
            here at one o'clock -- we're
            driving to Atlantic City.

                         FRAN
            Atlantic City?

                         SHELDRAKE
            I know it's a drag -- but you can't
            find a hotel room in town -- not on
            New Year's Eve.

                         FRAN
                   (a long look at Sheldrake)
            Ring out the old year, ring in the
            new. Ring-a-ding-ding.

                         SHELDRAKE
            I didn't plan it this way, Fran --
            actually, it's all Baxter's fault.

                         FRAN
            Baxter?

                         SHELDRAKE
            He wouldn't give me the key to the
            apartment.

                         FRAN
            He wouldn't.

                         SHELDRAKE
            Just walked out on me -- quit --
            threw that big fat job right in my
            face.

                         FRAN
                   (a faint smile)
            The nerve.

                         SHELDRAKE
            That little punk -- after all I did
            for him! He said I couldn't bring
            anybody to his apartment --
            especially not Miss Kubelik. What's
            he got against you, anyway?

                         FRAN
                   (a faraway look in
                   her eye)
            I don't know. I guess that's the
            way it crumbles -- cookie-wise.

                         SHELDRAKE
            What are you talking about?

                         FRAN
            I'd spell it out for you -- only I
            can't spell.

The piano player is consulting the watch on his upraised
left arm. He drops the arm in a signal, and the lights go
out. At the same time, he strikes up AULD LANG SYNE.

All over the dimly lit room, couples get to their feet,
embracing and joining in the song.

In the last booth, Sheldrake leans across the table, kisses
Fran.

                         SHELDRAKE
            Happy New Year, Fran.

Fran's expression is preoccupied. Sheldrake faces in the
direction of the pianist, and holding his glass aloft, sings
along with the others.

As AULD LANG SYNE comes to an end, the place explodes
noisily -- there is a din of horns, ratchets, and shouted
greetings. The lights come up again.

In the last booth, Sheldrake turns back toward Fran -- but
she is no longer there. Her paper hat lies abandoned on her
vacated chair.

                         SHELDRAKE
            Fran --
                   (looking around)
            -- where are you, Fran?

He rises, cranes his neck, trying to spot her in the crowd.

                                            DISSOLVE TO:

EXT. BROWNSTONE HOUSE - NIGHT

Fran, a coat thrown over the dress she was wearing at the
Rickshaw, comes down the street almost at a run. There is a
happy, expectant look on her face. She hurries up the steps
of the house and through the front door.

INT. STAIRCASE AND SECOND FLOOR LANDING - NIGHT

Fran mounts the stairs eagerly. As she reaches the landing
and heads for Bud's apartment, there is a loud, sharp report
from inside.

Fran freezes momentarily, then rushes to the door.

                         FRAN
            Mr. Baxter!
                   (pounding on door)
            Mr. Baxter! Mr. Baxter!

The door opens and there stands Bud, the bottle of champagne
he has just uncorked still foaming over in his hand. He
stares at Fran unbelievingly.

                         FRAN
                   (sagging with relief)
            Are you all right?

                         BUD
            I'm fine.

                         FRAN
            Are you sure? How's your knee?

                         BUD
            I'm fine all over.

                         FRAN
            Mind if I come in?

                         BUD
                   (still stunned)
            Of course not.

INT. THE APARTMENT - NIGHT

Fran comes in and Bud shuts the door. The room is the same
as we left it, except for an empty champagne glass standing
on the coffee table.

                         BUD
            Let me get another glass.

He goes to one of the cartons, takes out a champagne glass
wrapped in newspaper, starts to unwrap it.

                         FRAN
                   (looking around)
            Where are you going?
                         BUD
            Who knows? Another neighborhood --
            another town -- another job -- I'm
            on my own.

                         FRAN
            That's funny -- so am I.
                   (Bud, pouring
                   champagne, looks up
                   at her)
            What did you do with the cards?

                         BUD
                   (indicating carton)
            In there.

Fran takes the deck of cards and the gin rummy score pad out
of the carton, settles herself on the couch, starts to
shuffle the cards expertly.

                         BUD
            What about Mr. Sheldrake?

                         FRAN
            I'm going to send him a fruit cake
            every Christmas.

Bud sinks down happily on the couch, and Fran holds out the
deck to him.

                         FRAN
            Cut.

Bud cuts a card, but doesn't look at it.

                         BUD
            I love you, Miss Kubelik.

                         FRAN
                   (cutting a card)
            Seven --
                   (looking at Bud's card)
            -- queen.

She hands the deck to Bud.

                         BUD
            Did you hear what I said, Miss
            Kubelik? I absolutely adore you.

                         FRAN
                   (smiling)
            Shut up and deal!

Bud begins to deal, never taking his eyes off her. Fran
removes her coat, starts picking up her cards and arranging
them. Bud, a look of pure joy on his face, deals -- and
deals -- and keeps dealing.

And that's about it. Story-wise.

                                            FADE OUT.

                           



                              THE END