AS GOOD AS IT GETSAS GOOD AS IT GETS



	AS GOOD AS IT GETSAS GOOD AS IT GETS


	by 

	Mard Andrus 

	And 

	James L. Brooks 

	Story by 

	Mark Andrus





	FADE IN:

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

	ANGLE ON apartment doorway. As it opens and an 
	enormously SWEET-FACED, ELDER WOMAN steps out, bungled up 
	against the cold -- turning back to call inside to the 
	unseen love of her long life.

			SWEET-FACED WOMAN
		I'm just going to get some 
		flowers, dear. I'll be back in 
		twenty minutes. It's tulip season 
		today. I'm so happy.

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

	POV - MELVIN UDALL

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

			MELVIN
		Come here, sweetheart... come on.

	ON DOG

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

			MELVIN
		Wanna go for a ride? Okay, 
		sweetie?

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

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

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

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

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

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

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

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

			MELVIN
		What's he look like?

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

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

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

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

			SIMON
		Which color was that?

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

	Simon has had it.

			SIMON
		Frank Sachs -- Melvin Udall.

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

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

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

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

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

	FRANK can only smile.

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

				MELVIN
		Hope you find him. I love that 
		dog.

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

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

	Simon closes his door leaving Melvin alone in the 
	hallway.

				MELVIN
		I love throwing your dog down the 
		garbage chute.

	INT. MELVIN'S APARTMENT, BATHROOM - NIGHT

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

	INT. MEDICINE CHEST

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

	INT. SIMON'S APARTMENT, ENTRANCE HALL - NIGHT

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

	SIMON

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

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

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

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

				SIMON
		Just for a second, okay?

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

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

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

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

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

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

				SIMON
		My God! No!

	He stares out... Frank frustrated following.

	INT. MELVIN'S APARTMENT - OFFICE - NIGHT

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

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

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

				SIMON (O.S.)
		Mr. Udall.

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

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

	More KNOCKING.

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

				MELVIN
		'Love was... '

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

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

	He burst from his chair.

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

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

				MELVIN
			(loud and angry)
		Yeeeess!!!

				SIMON
		Maybe this can wait.

	Frank signals encouragement as Melvin opens the door.

				SIMON
		I found Verdell, Mr. Udall.

				MELVIN
		Well, that's a load off.

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

				SIMON
		Did you... do something to him?

				MELVIN
		Do you realize that I work at 
		him?

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

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

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

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

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

				MELVIN
		Okay, then.

	Melvin enters his apartment and slams the door shut.

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

	Frank smiles affectionately. Simon turns serious.

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

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

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

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

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

				MELVIN
		No touch. No touch. No touch.

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

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

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

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

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

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

	CLOSER ON MELVIN

	His eyes focused on the terrain.

	INT. CAROL'S RESTAURANT - DAY

	ANGLE ON WAITRESS

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

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

				MOTHER
		It's that new medication.

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

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

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

				MOTHER
		Isn't that sweet.

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

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

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

				HER MALE COMPANION
		Wonderful.

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

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

				LISA
		Pay me back next week.

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

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

				MELVIN
		I'm starving.

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

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

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

				CAROL
		"Ready" is not my problem.

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

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

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

				CAROL
		I know. He's just the best.

				MELVIN
		I've got Jews at my table.

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

	The two waitresses signal their protests.

				CAROL
		Or you can just wait your turn... 

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

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

				WOMAN
		What?!!

				MAN
			(to Woman)
		Let's go --

	The Woman starts to protest.

				MAN
		Let's leave. We're going.

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

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

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

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

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

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

	ON CAROL

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

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

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

				CAROL
		Okay. I'll get your order.

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

	INT. CAROL'S APARTMENT - NIGHT

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

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

				YOUNG MAN
		What?

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

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

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

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

				CAROL
		Kissing...  kissing boys. Oh my.

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

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

				YOUNG MAN
		Maybe you better check.

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

	INT. HALLWAY/BEVERLY'S ROOM - NIGHT

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

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

	Carol now goes into her son's room.

	INT. SPENCER'S ROOM - NIGHT

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

				SPENCER
		I'm sorry.

				CAROL
		Don't be silly. How bad?

				SPENCER
		Not bad.

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

	INT. LIVING ROOM - NIGHT

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

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

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

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

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

				CAROL
		That'll teach you.

				YOUNG MAN
		Don't apologize.

				CAROL
			(perturbed)
		That wasn't an apology.

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

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

				YOUNG MAN
		No way.

	She brightens.

				YOUNG MAN
		I'll take a cab.

	She deflates as he moves past her.

				YOUNG MAN
		Too much reality for a Friday 
		night.

	EXT. HOLLAND TUNNEL - NIGHT

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

				EVAN
		Why is every customer surprised I 
		read books?

				DOUG
			(amazed)
		You read books?

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

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

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

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

	Seeing the hustlers:

				CARL
.		...  I just found a model.

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

				EVAN
		Hey, hi...  remember?

				CARL
		I only need one.

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

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

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

	INT. SIMON'S APARTMENT - DAY

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

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

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

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

	And he turns and sees the naked model.

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

	Vincent moves back to retrieve his clothes.

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

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

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

				SIMON
		Exactly what is your previous 
		experience?

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

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

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

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

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

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

				VINCENT
		I know exactly what you mean.

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

				SIMON
		Hold it.

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

	INT. RESTAURANT - DAY

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

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

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

				CAROL
			(reluctant forgiveness)
		Okay.

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

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

				MELVIN
		I see the help -- judgement call.

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

				MELVIN
		What's wrong with your son, 
		anyway?

				CAROL
		What do you care?

	Melvin just looks at her.

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

				MELVIN
			(caught)
		No.

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

				MELVIN
		His name?

				CAROL
		Spencer.

				MELVIN
		Okay.

				CAROL
			(quietly)
		Spence.

	She exits.

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

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

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

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

	ANGLE - APARTMENT

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

				DOUG
		Lucky Vinnie -- he's a painting.

	INT. SIMON'S APARTMENT, STUDIO - DAY

	MUSIC PLAYS -- Simon cleaning up his stuff.

				VINCENT
		So you're practically finished, 
		huh?

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

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

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

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

				VINCENT
		Wait -- I want to see the 
		painting.

				SIMON
		Just a second -- he has to go.

				VINCENT
		Please!! NO!!!

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

	INT. SIMON'S APARTMENT - LIVING ROOM - DAY

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

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

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

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

				DOUG
		Yo.

	Simon turns to Vincent.

				SIMON
		Why are you doing this?

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

	Now Evan appears holding a brass hat rack.

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

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

	ON VERDELL

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

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

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

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

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

				RAY
			(stunned)
		What?

				MELVIN
		Just move on. No one here killed 
		him.

				RAY
		Oh, is he dead?

				MELVIN
		Ask him.

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

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

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

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

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

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

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

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

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

	VERDELL starts WHIMPERING as a pissed Frank approaches 
	his mugger:

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

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

				FRANK
		Thanks for looking after him.

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

	INT. MELVIN'S APARTMENT - NIGHT

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

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

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

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

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

				MELVIN
		You're dead!!

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

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

	Melvin exits. Verdell is in a major funk.

	INT. MELVIN'S APARTMENT - KITCHEN - NIGHT

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

				MELVIN
		Don't you touch anything.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

	INT. HOSPITAL CORRIDOR - DAY

	Frank on the phone.

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

				JACKIE
		We can see him.

				FRANK
		I'll meet you in there.

	INT. HOSPITAL ROOM - DAY

	As Jackie enters.

				JACKIE
		How you doing, great one?

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

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

				SIMON
		That bad, huh?

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

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

				SIMON
		Jackie, will you hand me the 
		mirror?

				JACKIE
			(a small voice)
		No.

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

				JACKIE
		Wait, I have a smaller one.

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

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

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

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

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

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

				FRANK
		Yes. Your dog is fine, Simon.

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

				SIMON
		Okay, waiting gives the devil 
		time. Now!

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

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

	EXT. CAROL'S RESTAURANT - DAY

	AN ESTABLISHING SHOT FEATURING Verdell tied up in front.

	INT. CAROL'S RESTAURANT - DAY

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

				CAROL
		So what are you doing with a dog?

				MELVIN
		Suckered in. Set up. Pushed 
		around.

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

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

				CAROL
		Sorry.

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

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

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

				MELVIN
		How old are you?

				CAROL
		Oh, please... 

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

	Carol looks at him.

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

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

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

				MELVIN
		What's with the dark?

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

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

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

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

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

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

				CAROL
		You all set here?

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

	EXT. NEW YORK STREET - DAY

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

				MELVIN
		It's a beautiful day for our walk.

	Melvin slows -- observes the dog mirroring his behavior.

	ON VERDELL

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

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

	ANOTHER ANGLE

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

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

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

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

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

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

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

	He exits.

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

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

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

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

	INT. NEW YORK APARTMENT BUILDING - HALLWAY - DAY

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

				FRANK
		How's Verdell doing?

				MELVIN
		He's a pain in the ass.

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

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

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

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

				MELVIN
			(too loudly, weirdly)
		Okay by me.

	Frank exits.

	INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

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

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

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

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

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

	A beat of silence as Melvin thinks whether to comply.

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

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

				SIMON
			(not listening)
		Verdell?

	ON VERDELL

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

				SIMON
		Hi, sweetheart.

	Verdell isn't eager.

	ON SIMON

	The first gnawing pains of rejection.

	INT. SIMON'S APARTMENT - DAY

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

				SIMON
		No. Please, don't force him.

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

	INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

	MELVIN'S POV

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

	BACK TO SCENE

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

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

				MELVIN
		Over the dog...  an ugly dog.

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

	EXT. NYC STREETS - DAY

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

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

	INT. PSYCHIATRIST'S OFFICE - DAY

	Melvin bursts in on the psychiatrist and emits one word.

				MELVIN
		Help!

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

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

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

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

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

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

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

				DOCTOR
		Two years ago... 

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

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

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

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

	INT. PSYCHIATRISTS' WAITING ROOM - DAY

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

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

	They look stricken. He exits.

	INT. CAROL'S RESTAURANT - DAY

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

				CHERYL
		What the heck are those for?

				MELVIN
		No. No. Get Carol.

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

				MELVIN
		What are you trying to do to me?

				CHERYL
		What the heck do you mean?

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

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

				MANAGER
		Out. Be silent or leave.

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

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

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

				MELVIN
		There's going to be trouble???

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

				MELVIN
		Carol's last name?

				BUSBOY
		Connelly.

	EXT. BROOKLYN STREET - DAY

	An uncomfortable Melvin sitting in the back of a taxi.

	MELVIN'S POV

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

	EXT. CAROL'S BUILDING - DAY

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

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

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

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

				CAROL
		What are you doing here?

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

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

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

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

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

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

				CAROL
		My son is sick, okay?

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

				MELVIN
		What about your mother?

				CAROL
		How do you know about my mother?

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

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

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

				MELVIN
			(uncomfortably)
		How ya doing?

	Spencer just stares at him.

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

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

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

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

	INT. SPENCER'S ROOM

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

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

				SPENCER
		104.9

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

	EXT. BROOKLYN SIDEWALK - ANGLE ON CAROL - DAY

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

				CAROL
		Melvin, wait!

	The school kids pick up the chant in unison.

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

	He turns to face them.

				MELVIN
		Shut up, kids!

	They immediately obey as Carol approaches him.

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

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

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

	INT. BROOKLYN CAB - DAY

	As they settle in and drive off.

				CAROL
		Brooklyn Presbyterian Hospital, 
		please and quickly please.

	EXT. HOSPITAL EMERGENCY ROOM - DAY

	As Carol enters the hospital.

				CAROL
			(calling back)
		I owe you three dollars.

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

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

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

	INT. SIMON'S APARTMENT - DAY

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

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

	Simon forces his attention to Jackie.

				SIMON
		Sorry. What are those cards?

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

				SIMON
			(scared shitless)
		Terrify me?

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

	ANGLE ON VERDELL

	as their conversation continues -- the dog is distressed.

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

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

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

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

	Verdell hides behind a chair.

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

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

	As Jackie looks at him then thumbs for a card.

				SIMON
			(overwhelmed)
		Wow... 

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

	INT. MELVIN'S APARTMENT - DAY

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

	INT. PUBLISHER'S OFFICE - DAY

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

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

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

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

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

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

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

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

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

				MELVIN
		What's it mean?

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

				MELVIN
		Oh God, this is like a nightmare.

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

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

				ZOE
		How do you write women so well?

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

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

	EXT. STREET NEAR CAROL'S BUILDING - DAY

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

	CAROL'S POV

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

	BACK TO SCENE

	As Carol breaks into a run.

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

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

				CAROL
		Hello? Hello?

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

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

	INT. SPENCER'S ROOM - DAY

				CAROL
		What? Please? Now? Tell me?!

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

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

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

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

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

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

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

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

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

				CAROL
		Huh?

				BEVERLY
		You met the gift.

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

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

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

				CAROL
		I'm a waitress.

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

				BEVERLY
		In Manhattan.

				VOICE (O.S.)
		Dr. Bettes?

				DR. BETTES
		In here.

	A NURSE enters.

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

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

	Carol and her mother exchange a look of incredulity.

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

	MOVING SHOT

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

				DR. BETTES
		How long has he been having 
		problems?

				CAROL
		Since forever.

				DR. BETTES
		Have they done blood tests on him?

				CAROL
		Yes.

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

				CAROL
		Emergency room only.

				DR. BETTES
		Have they done skin testing for 
		allergies?

				CAROL
		No.

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

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

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

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

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

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

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

				CAROL
		His home number.

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

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

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

				CAROL
		No.

	She starts towards Spencer's room.

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

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

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

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

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

	INT. SIMON'S APARTMENT - DAY

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

				NORA
		You poor, poor man.

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

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

				SIMON
		What's wrong?

				NORA
		Who's going to walk Verdell?

	Simon hadn't thought of this either.

				SIMON
		No, no.

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

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

				MELVIN
		Is he dead yet?

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

				MELVIN
		Absolutely.

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

				MELVIN
		Sure thing.

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

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

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

	INT. CAROL'S APARTMENT

	The doctor gone, mother and daughter arguing.

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

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

				CAROL
		It lets a crazy man into our 
		lives.

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

	EXT. NEW YORK APARTMENT - ESTABLISHING - DAY

	INT. SIMON'S APARTMENT - DAY

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

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

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

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

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

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

	It's very quiet.

	LONG SHOT - SIMON

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

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

				MELVIN
		Maybe I'll bring him some food by.

				SIMON
		Thank you for walking him.

	Simon wheels away from Melvin.

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

				MELVIN
		It smells like shit in here?

				SIMON
		Go away.

				MELVIN
		That cleaning woman doesn't... 

				SIMON
		Please, just leave.

				MELVIN
		Where are all your queer party 
		friends?

				SIMON
			(his first shout)
		Get out.

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

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

				MELVIN
		Nellie, you're a disgrace to 
		depression.

				SIMON
		Rot in hell, Melvin.

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

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

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

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

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

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

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

				SIMON
		Get out.

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

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

				MELVIN
		I carry bacon in my pocket.

				SIMON
			(pleased)
		Oh, my gosh.

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

				SIMON
		Come on, sweetheart... 

				MELVIN
		Yo, yo, yo... 

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

				SIMON
		Would you leave now, please?

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

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

	INT. CAROL'S APARTMENT - LIVING ROOM - NIGHT

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

	INT. BEVERLY BEDROOM - NIGHT

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

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

	EXT. BROOKLYN STREET - NIGHT

	Carol seeing a bus and dashing after it.

	EXT. MANHATTAN BRIDGE - TWO AM

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

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

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

	ANGLE ON MELVIN AND SIMON'S APARTMENT HOUSE

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

	INT. NEW YORK APARTMENT BUILDING - NIGHT (RAIN)

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

	INT. NEW YORK APARTMENT BUILDING - HALLWAY - NIGHT

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

				CAROL
		Uh, Udall?

				MELVIN (O.S.)
		Carol the waitress?

				CAROL
		Yes.

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

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

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

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

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

				CAROL
		Why did yo do this for me?

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

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

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

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

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

				MELVIN
		What needs clearing up?

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

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

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

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

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

				CAROL
		I'm not kidding.

				MELVIN
		Okay!!!! Anything else?!?

				CAROL
		Just how grateful I am.

	Her mission completed -- she turns.

				MELVIN
		So you'll be at work?

				CAROL
		Yes.

	INT. MELVIN'S APARTMENT - NIGHT

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

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

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

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

	INT. NEW YORK APT. BUILDING - HALLWAY/SIMON'S APT.
	
	He knocks of Simon's door...  It opens quickly.

	SIMON'S APARTMENT

				MELVIN
		I took a chance you were up.

	Simon walks painfully back to a chair.

				MELVIN
		I brought you Chinese soup.

				SIMON
		Thanks.

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

				SIMON
		Got any easier questions?

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

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

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

				MELVIN
			(brightening)
		Yeah... 

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

				MELVIN
		I'm glad we did this.

	He rises and makes an awkward exit.

				MELVIN
		Good talking to you.

	He exits -- Simon puzzled and concerned.

	INT. CAROL'S APARTMENT - NIGHT

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

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

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

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

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

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

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

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

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

				BEVERLY
		Carol. What?

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

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

				BEVERLY
		Go ahead.

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

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

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

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

				CAROL
		What is it you want? What?

				BEVERLY
		I want us to go out.

	A beat, then.

				CAROL
			(simply)
		Okay.

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

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

				CAROL
			(to Sean)
		We're going out.

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

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

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

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

				CAROL
		Do you love me?

				SPENCER
		Uh-huh.

	Carol exits.

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

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

				BEVERLY
		Nice to get out, isn't it?

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

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

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

				CAROL
		Don't get it wet.

	Lisa brushes the paper -- finishes and embraces Carol.

				CAROL
		So it's okay?

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

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

	ON MELVIN & FRANK

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

				FRANK
		Sure -- take him to the vet.

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

				FRANK
		Do it.

				CAROL
		Melvin.

	She self-consciously hands him with the thick envelope.

				MELVIN
		What's this?

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

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

	After Carol leaves... 

				FRANK
		She's nice.

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

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

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

				FRANK
		What?

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

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

				MELVIN
		About a dog.

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

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

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

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

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

				MELVIN
		Think white and get serious.

	Carol enters scene.

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

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

				CAROL
		Getting loud, getting loud.

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

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

	She exits. Frank prepares to depart.

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

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

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

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

				MELVIN
		Last word freak.

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

				CAROL
		So. Anything else?

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

				CAROL
		Okay.

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

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

	She offers him the note.

				MELVIN
		No... no thank you notes.

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

				MELVIN
		Lovely.

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

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

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

	And finally Carol notes Melvin's mood and pauses.

				MELVIN
		Nice of you... thank you.

				CAROL
		Thank you.

				MELVIN
		Now I want you to do something for me.

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

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

				MELVIN
		I want you to go on this trip.

				CAROL
		No, sir... 

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

				CAROL
		The stiff one eye?

				MELVIN
		Two days.

				CAROL
		I can't. I work.

				MELVIN
		You take off when you have to.

				CAROL
		My son.

				MELVIN
		Bettes tells me he's doing fine.

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

				MELVIN
		What's that got to do with it?

				CAROL
		Funny, I thought it was a strong 
		point.

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

				CAROL
		Are you saying accepting your help 
		obligates me!?

				MELVIN
		Is there another way to see it?

				CAROL
		No.

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

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

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

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

	INSERT -- UNDERWEAR DRAWER

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

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

	As she exits the room --

	INT. CAROL'S APARTMENT - KITCHEN - NIGHT

	As she picks up the phone.

	INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

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

				MELVIN
		Woo-woo.

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

	ON CAROL

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

				CAROL
		Hello?

				MELVIN
		Are you still coming?

				CAROL
		Yes.

	Melvin visibly relaxes.

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

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

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

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

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

				MELVIN
		Whether crabs are in season there 
		now... 

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

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

	Beverly looks up expectantly as her daughter enters.

				BEVERLY
		How was it talking to him?

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

				BEVERLY
		Well, maybe he has nice friends.

	EXT. CAROL'S APARTMENT BUILDING - DAY

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

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

	As she boards the bus.

				BEVERLY
		Call me as soon as you're settled.

				CAROL
			(to Spencer)
		I love you.

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

				CAROL
			(to bus driver)
		Sensitive, huh?!

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

	INT. VETERINARIAN'S WAITING ROOM - DAY

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

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

				VETERINARIAN
		Anything unusual in the dog's 
		diet?

				MELVIN
		No. Everybody gets their own 
		cage?

				VETERINARIAN
		Certainly.

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

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

	Carol disembarks.

	EXT. APARTMENT BUILDING (NEW YORK) - DAY

	As she walks and turns a corner.

	CLOSE ON CAROL

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

	CAROL'S POV

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

	CLOSER ON MELVIN

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

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

				SIMON
			(upset)
		So am I, Frank.

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

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

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

				CAROL
		Hi.

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

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

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

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

	Carol puts her bag in the car.

				MELVIN
		I was going to do that for you.

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

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

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

				SIMON
		That's very thoughtful.

				MELVIN
		Never a break. Never.

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

				MELVIN
		You're really jammed back there.

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

				CAROL
		Thanks, Melvin.

				MELVIN
		Welcome.

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

	EXT. 12TH STREET

	Turning onto Fifth.

				MELVIN
		I got the whole ride programmed.

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

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

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

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

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

	And, as the MUSIC PLAYS, Simon looks out.

	EXT. ROAD - DAY

	The three of them... Carol chattering away.

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

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

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

	EXT. ROAD - DAY

	A short time later. Carol is now driving.

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

				MELVIN
		Nonsense!

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

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

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

				CAROL
		Yes. I really would.

				SIMON
		Well... 

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

	Car pulling over toward parking spot.

	EXT. HIGHWAY - CURBSIDE - CONVERTIBLE - DAY

	She takes the car curbside and parks.

				CAROL
		Now go ahead.

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

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

				MELVIN
		This stuff is pointless.

				CAROL
		Hey -- you let him... 

				MELVIN
		You like sad stories -- you want 
		mine.

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

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

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

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

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

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

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

	Melvin shifts INTO the FRAME.

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

				CAROL
		No.

				SIMON
		Not it at all, really.

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

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

				MELVIN
		Two bedrooms and the sofa opens... 

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

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

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

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

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

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

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

				MELVIN
		Can I ask you a personal question?

	Simon laughs loudly in apprehension squared.

				MELVIN
		Do you ever get an erection for a 
		woman?

				SIMON
		Melvin... 

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

				SIMON
		You consider your life easy.

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

	INT. HOTEL SUITE - LIVING ROOM - DAY

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

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

				MELVIN
		Dancing?

				SIMON
		I can't, I'm exhausted.

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

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

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

				CAROL
		What a nice compliment.

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

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

	She exits the room. Melvin unnerved.

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

	INT. HOTEL SUITE - NIGHT

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

	SERIES OF DISSOLVES

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

	EXT. FIRST RATE RESTAURANT - NIGHT

	As they drive up.

				VALET
		Good evening, sir.

				MELVIN
		They sell hard shell crabs here?

				VALET
		Yes.

	INT. FIRST RATE RESTAURANT - NIGHT

	As they enters... 

				HEAD WAITER
		Good evening.

				MELVIN
		Hi. You have hard shells, right?

				CAROL
		Stop asking everyone.

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

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

				MELVIN
		What?

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

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

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

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

				HEAD WAITER
		Actually, I don't think so.

				MELVIN
			(to Carol)
		Wait here.

	EXT. FIRST RATE RESTAURANT - NIGHT

	As Melvin takes his car back from the valet.

	EXT. STREET - SHOPPING MALL - NIGHT

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

	INT. SHOPPING MALL - MEN'S STORE - NIGHT

	Melvin walks to the doorway and stops suddenly.

				SALESMAN
		Good evening.

				MELVIN
		I need a coat and tie.

	OTHER ANGLE

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

				SALESMAN
		Come on in.

				MELVIN
		No.

				SALESMAN
		No?

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

	EXT. FIRST RATE RESTAURANT - NIGHT

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

				VALET #2
		Good evening.

				MELVIN
		You have hard shells?

				VALET #2
		I'm not sure.

				MELVIN
		Everyone else says you do.

				VALET #2
		Then I guess we do.

	INT. FIRST RATE RESTAURANT

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

				HEAD WAITER
		Shall I get her for you?

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

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

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

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

				CAROL
		You look s... 

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

				CAROL
		You look great.

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

				CAROL
		You wanna dance?

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

				CAROL
			(rising)
		And?

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

	ON CAROL

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

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

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

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

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

				MELVIN
		Okay.

	He waves her down.

				CAROL
			(sitting)
		And mean it... 

				MELVIN
		Can we order first?

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

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

				CAROL
		Fries.

				MELVIN
			(calling)
		One baked -- one fries.

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

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

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

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

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

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

				MELVIN
		You make me want to be a better 
		man.

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

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

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

	Carol laughs.

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

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

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

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

				MELVIN
		Never.

				CAROL
		Here's the trouble with never.

	TIGHT SHOT

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

				MELVIN
		You don't owe me that.

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

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

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

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

	She kisses him again.

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

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

				CAROL
			(humiliated)
		Sex with Simon?

				MELVIN
		It's one idea... 

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

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

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

				MELVIN
		It was a mistake.

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

	INT. SIMON'S HOTEL ROOM - NIGHT

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

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

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

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

	INT. HOTEL SUITE - CAROL'S ROOM - NIGHT

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

	INT. HOTEL SUITE - SIMON'S ROOM - NIGHT

				SIMON
		Hello... Hello???

	Carol thrusts open the door and enters... 

				SIMON
		Was this supposed to be your room?

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

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

				SIMON
		Can you not be violent?

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

				SIMON
			(emphatically)
		No!!!

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

				SIMON
		Uh-huh... 

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

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

				CAROL
		Why? What have you been thinking 
		about?

				SIMON
		How to die, mostly.

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

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

				SIMON
			(turning off the light)
		Good night.

				CAROL
		Good night.

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

	SIMON'S POV

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

	BACK TO SCENE

				SIMON
			(a whisper)
		Hold it.

	He leaves the bed.

	ANGLES ON HOTEL DESK

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

				SIMON
		I've got to sketch you.

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

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

				CAROL
		Stop staring. Do a vase.

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

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

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

				CAROL
		All right, cut me a break.

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

	INT. BAR - NIGHT

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

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

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

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

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

				CAROL (O.S.)
		I don't care how you put it -- 
		We're being naughty here, pal.

	FULL SHOT

	Carol holding a pose for Simon... He is holding a 
	ballpoint over the back of a hotel desk blotter. His 
	style cramped by his cast.

				SIMON
		No. No. This is great, this is 
		so great. I can't get the angle 
		with this cast.

	He struggles with the cast, and then decides to struggle 
	no more. Summoning remarkable strength, he rips a piece 
	from the cast, freeing his hand -- he roars ironically -- 
	a lion's roar of liberation. He is back at his center.

	INT. HOTEL SUITE - LIVING ROOM - DAY

	Melvin is having a room service breakfast.

	The door opens... Simon enters. A new Simon -- better 
	than ever, clearly happy -- a morning-after glow.

				MELVIN
		Did you have sex with her?

	Carol follows his out. Her arms are filled with the 
	hotel soaps, shampoos, etc.

				MELVIN
		Sorry, didn't realize she was 
		right there.
			(a beat)
		Did you have sex with her?

				CAROL
		To hell with sex.

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

				CAROL
		We held each other. It was better 
		than sex. What I need he gave me 
		great.

				SIMON
		I just love her.
			(beat)
		How're you doing?

	Melvin reacts.

	INT. HOTEL SUITE - DAY

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

				SIMON
		Hello, hi, Mom -- I can barely 
		hear you. Do you have to whisper? 
		No -- don't apologize -- it was 
		the luckiest thing for all of us 
		that you didn't answer last 
		night... I can't hear you... okay, 
		dear, just listen to me then.

	ON MELVIN AND CAROL

	Melvin has been reduced to straight talk as Carol brings 
	the bathroom bounty into the room and begins to put it in 
	her suitcase.

				MELVIN
		I get why you're angry. It's no 
		snap to explain why I was like 
		that, but let's not try to do it 
		on the run... 

				SIMON
		... so Mom. Truly no grudges -- 
		truly. A little odd that you 
		didn't come to see me when you 
		heard I was hurt, but the 
		important thing I want you to know 
		is your son is happy. I'm working 
		again. I'll make do -- I don't 
		want a thing. Wouldn't take it if 
		it was offered. I'll drop you a 
		note from wherever I land and then 
		it's up to you. I hope we patch 
		things up but know that if we 
		don't, I wish you both the very 
		best... I can't hear you. You 
		heard me, though, right? Good -- 
		take good care. 'Bye.

	He hangs up, totally satisfied with himself and rips over 
	to Carol and Melvin.

				MELVIN
		... Now he's going to want to 
		stay. And they'll want to take a 
		ride to the lake or whatever. So 
		it's a good five hours back. It 
		gives us a chance to take it easy 
		and... 

				SIMON
		I'm going back with you.

				CAROL
		But what about... 

				SIMON
		I'll take care of myself --

				MELVIN
		What are you talking about? You 
		got real problems.

				SIMON
		I know. I'm a little bit nervous. 
		Suddenly everything seems so easy. 
		Carol, a load has been lifted.

				CAROL
		One night with me!

				SIMON
		You think you're kidding.

	Melvin stalks out.

	EXT. HIGHWAY - DAY

	The car parked near a phone booth --

				MELVIN
			(to Frank over 
			the phone)
		Aww Jesus! No choice.

	Carol walks up to Simon in the car.

				CAROL
		I got a gift for you.

	She hands him a base ball cap.

				MELVIN
			(on phone)
		Nothing like no choice to make you 
		feel at home.

				CAROL
			(to Simon)
		Let me see... Ahh, gorgeous!

				MELVIN
		Do it then. Get the dog picked 
		up. I can't believe you let it 
		stay there.

	Melvin hangs up the phone.

				MELVIN
		Good-bye.
			(to Simon)
		Well, your luck is holding. They 
		sublet your place. You're 
		homeless. Frank's got a line on 
		another place you can use for now.

				SIMON
		Another place where?

				MELVIN
		Does it matter?

	Melvin gets in -- goes to the glove compartment for a 
	special CD labelled "For Emergency Use Only." As it 
	PLAYS a confessional love SONGS:

				CAROL
		I don't want to hear that music 
		right now.

				MELVIN
		What do you mean? You said you 
		liked it.

				CAROL
		I don't.

				MELVIN
		This one has a special meaning.

				CAROL
		It's your car but I don't want to 
		hear it. If that means anything.

	Melvin hesitates and then turns OFF the SONG in mid-
	proclamation of love.

	EXT. APARTMENT BUILDING (NEW YORK) - NIGHT

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

				MELVIN
		Here are the keys to my apartment. 
		I'm going to park you in my place 
		while I take Carol home.

				CAROL
			(hefting bag)
		I'll take a bus.

				MELVIN
		I'll take you... why not?

				CAROL
		I don't care what you did for me. 
		I don't think I want to know you 
		anymore -- all you do is make me 
		feel badly about myself.
			(turning to Simon)
		You have my number.

				SIMON
			(hugging her)
		I love you... 
			(sotto)
		Let him take you home.

				CAROL
		Don't want to. I love you.

	She shakes her head and walks off. Simon looking at 
	Melvin with some sympathy.

				MELVIN
		Don't say anything.

	INT. MELVIN'S APARTMENT KITCHEN - NIGHT

	Where Verdell's ears prick.

	INT. APARTMENT - NIGHT

	As they enter.

				MELVIN (O.S.)
		I told you to go on in.

				SIMON (O.S.)
		Look, I've got to get a hold of 
		Frank and see where I'm hanging my 
		hat 'cause... 

	The door opens, revealing them:

				MELVIN
		I think you gotta camp it here... 

				SIMON
		What are you talking about?

	The dog vaults toward them -- all else forgotten as the 
	dog greets his two favorite people and they talk to him.

				SIMON
			(to Verdell)
		I know the feeling -- you feel 
		like your ol' self again, huh? --
		Mommy and Daddy are home.

	Melvin reacts.

				SIMON
		Sorry... You're fun to mess with.
	
	Melvin gets up... Simon notices some of his paintings.

				MELVIN
		They took your place furnished. 
		Jackie said she grabbed your 
		personal stuff -- they were 
		supposed to set you up here.
			(leading the way)
		There's this extra room -- I 
		never use. It gets good light. 
		No other answer really.

	Simon follows.

	INT. SIMON'S NEW ROOM - NIGHT

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

				SIMON
		Thank you, Melvin. You overwhelm 
		me.

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

				SIMON
		I love you.

	Melvin looks at him finally -- pretensions fall.

				MELVIN
		I'll tell you, buddy, I'd be the 
		luckiest guy alive if that did it 
		for me.

	INT. CAROL'S APARTMENT - NIGHT

	As Carol unpacks, she gives gifts to her mother and 
	Spencer. But clearly something gnaws at her psyche.

	INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

	Melvin's two digital clocks are two minutes apart... each 
	around 1:55 a.m... He sits in a chair still fully 
	dressed... forlorn... Verdell in his lap. A beat then we 
	hear Simon's whispered voice.

				SIMON (O.S.)
		Where is my big hairy boy?

	Melvin is alarmed. He stops breathing as his gay houseguest 
	approaches.

				SIMON (O.S.)
		Verdell, sweeties?

	Melvin breathes again. Simon enters the room.

				SIMON
		Sorry, didn't know you were awake. 
		I just thought Verdell shouldn't 
		get too used to sleeping in here 
		'cause then... 

				MELVIN
		Look, we both want the dog -- 
		and... 

	The PHONE RINGS... they look at each other. Melvin 
	doesn't move.

				SIMON
		Should I get it?

	Melvin nods. Simon walks into the next room... several 
	beats as he finds the phone. We hear him pick it up and:

				SIMON (O.S.)
		Hello.

	ON SIMON

				SIMON
			(into phone)
		Hello. It's me. He took me in. 
		Did you know? Hold on, I'll get 
		him for you.

	He walks back to Melvin's room.

	INT. MELVIN'S ROOM - NIGHT

	As he enters.

				SIMON
		It's Carol.

	Melvin is quickly out of his chair -- the dog in one 
	mitt... he thrusts it at Simon.

				MELVIN
		Here. Take the dog.

	As he speeds him out... 

				SIMON
		Good luck.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

	As Melvin picks up the phone... He clears his throat 
	loudly. Following is INTERCUT between Carol and Melvin 
	-- the first such CUT showing Carol blasted by the throat 
	clearing.

				MELVIN
		Hello.

				CAROL
		Yeah... Well... 

				MELVIN
			(very concerned)
		How you doing?

				CAROL
		I can trust my brain.

				MELVIN
		That seems like a good choice.

				CAROL
		I don't know whether I'm being 
		sensible or hard on you.

				MELVIN
		The two might go together.

				CAROL
		See. There's an example. I don't 
		know whether you're being cute or 
		crazy now.

				MELVIN
			(what the hell)
		Cute.

				CAROL
		You don't have to answer 
		everything I say. Just listen to 
		me. Okay?

	He nods his head, "yes."

				CAROL
		It's really something that you're 
		looking after Simon. And what I 
		said on the street. That was a 
		bad thing to say. And it made me 
		sick to my stomach. It was a bad 
		thing to say. And I'd be lying if 
		I didn't say that I enjoyed your 
		company... but the truth is you do 
		bother me enormously and I know -- 
		think -- that it's best for me to 
		not have contact with you because 
		you're just not ready and you're a 
		pretty old guy to not be ready... 
		and I'm too old to ignore that. 
		But there were extraordinary 
		kindnesses that did take place. 
		So thanks for the trips... 

	She's just broken up with him but she's being nicer than 
	ever. It's hard to know whether to die or not.

				MELVIN
		Okay to say something now?

				CAROL
		Go ahead.

				MELVIN
		I should've danced with you.

				CAROL
		Okay. Good-bye.

				MELVIN
		So long.

	Carol hangs up. She feels strange. A shoe hasn't dropped. 
	Oh, hell... she missed him.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

	Melvin walks in anxious circles in the living room. He 
	is impatient.

				MELVIN
		You going to come talk to me or 
		not?

				SIMON
		I'm coming.

	We enters the room carrying Verdell who strains to be 
	allowed closer to Melvin. Simon releases him.

				SIMON
		What did she say?

				MELVIN
		I'm a great guy -- 
		"extraordinary"... 
			(before Simon can 
			celebrate)
		... and she doesn't want contact 
		with me.
			(a beat)
		I'm dying here.

				SIMON
		Because... 
			(gently)
		... you love her?

				MELVIN
			(sharply)
		No... and you're supposed to be 
		sensitive and sharp.

				SIMON
		Okay... you tell me why --
			(mimics him)
		"You're dying here."

				MELVIN
		I don't know... Let me sleep on it 
		and figure it out.
			(then)
		Because I'm stuck! Can't go back 
		to what I had... She's evicted me 
		from my life.

				SIMON
		Did you like it that much?

				MELVIN
			(furiously)
		It was better than this... Look, 
		you, I'm very intelligent. If 
		you're going to give me advice or 
		conversation or consolation or 
		hope, you got to be better than 
		you're doing. If you can't be at 
		least momentarily interesting than 
		shut the hell up. I'm drowning 
		and you're describing water.

				SIMON
			(getting pissed)
		Picking on me won't help.

				MELVIN
		Well, if that's true then I'm 
		really in trouble.

				SIMON
		But you know where you're lucky?

				MELVIN
		Absolutely not.

				SIMON
		You know who you want. I'll take 
		your seat any day. So do 
		something... don't sleep on it... 
		go over there. I don't think 
		anybody should ever sleep on 
		anything -- it's not always good 
		to let things calm down.

				MELVIN
		Hey... I'm charged here. But she 
		might kill me for showing up this 
		late.

				SIMON
		Then get in your jammies and I'll 
		read you a story... I think you've 
		got a chance. The only real enemy 
		you have is her ability to think 
		logically -- the best thing you 
		have going for you is your 
		willingness to humiliate yourself 
		if it gives you one chance in 
		whatever -- so go catch her off-
		guard.

				MELVIN
		Okay. Thanks a lot. Here I go.

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

				SIMON
		What's wrong?

				MELVIN
		I forgot to lock the door.

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

	As he parks. He exits the car -- now wary... looks at 
	his watch... hesitates... walks reluctantly into the 
	apartment house.

	INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

	As Melvin looks at Carol's doorbell with great 
	uncertainty.

	INT. CAROL'S APARTMENT - NIGHT

	Carol in a cotton wrap-around dress/bathrobe... sitting 
	directly in front of a fan... the windows open, reading 
	one of Melvin's books... 

	There is the briefest possible sound of a DOORBELL... 
	someone has jabbed her downstairs button ever so briefly 
	-- so briefly that she's not certain it's her DOORBELL -- 
	until the same brief sound REPEATED... She walks to 
	her wide open window and looks over.

	HER POV

	The convertible at the curb.

	BACK TO SCENE

	She hesitates --

	INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

	As Melvin gives up and starts out... turning as the 
	sudden blast of being BUZZED into Carol's life sounds. 
	He bolts for the door and enters.

	INT. CAROL'S APARTMENT - NIGHT

	She opens the door... she hears the sound of MELVIN 
	SOUNDING HEAVILY up the stairs... He reaches her side.

				CAROL
		What do you want, Melvin?

				MELVIN
		Were you asleep?

				CAROL
		What do you want?

				MELVIN
		'Cause if you were asleep -- I'm 
		sorry. And you could be grouchy.

				CAROL
		Grouchy?

				MELVIN
		... 'Cause of being woken up, and 
		it would make my job impossible. 
		So then I wouldn't even try.

				CAROL
		What job?

				MELVIN
		Were you asleep?

				CAROL
		What are you doing here?

	ANOTHER ANGLE

	Beverly in the hallway looking on --

	BACK TO SCENE

				MELVIN
		I'm sorry I woke you -- some other 
		time.

	He half turns to leave.

				CAROL
		I wasn't asleep!!

				MELVIN
		What a break... 

				CAROL
			(losing it a bit)
		Is it a secret what you're doing 
		here?

				MELVIN
		I had to see you... 

				CAROL
		Because... 

				MELVIN
		It relaxes me... I'd feel better 
		just sitting on the curb in front 
		of your house than anyplace else 
		I can think of or imagine.

	Carol has not ever heard anything like that before... 
	it's sort of sexy in its sincerity.

	ANOTHER ANGLE

	As we see in the b.g. that Beverly, standing near her 
	door down the hallway, has heard at least this last 
	part... 

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

				MELVIN
			(serious)
		Wait a minute, I'm overstating 
		here, maybe the inside stairs. I 
		don't want to sit with my feet in 
		the gutter. What does that serve? 
		It only... 

	But suddenly Carl is shouting to the heavens.

				CAROL
		Stop it!! Why can't I have a 
		normal boyfriend??? Why? Get out 
		of here. Just a regular boyfriend 
		who doesn't go nuts on me... 

				BEVERLY
			(butting in)
		Everybody wants that, dear -- it 
		doesn't exit... 
			(as Carol turns 
			to her)
		Sorry... didn't mean to interrupt.

	She disappears into her room. Carol snorts a laugh -- 
	gathers herself. A beat.

				MELVIN
			(hopefully)
		Boyfriend?

				CAROL
		Oh, come on in and try not to ruin 
		everything by being you.

				MELVIN
		Maybe we could live without the 
		wise cracks.

	She looks at him -- then:

				CAROL
		Maybe we could... 

	Melvin glances at the cracked pattern of Carol's kitchen 
	linoleum and stalls at the door.

				MELVIN
		It feels a little confined here. 
		Let's take a walk.

				CAROL
		See. It's four in the morning. A 
		walk sounds a little screwy to me, 
		if you don't mind.

				MELVIN
		If you need an excuse, there's a 
		bakery on the corner. There's a 
		shot it'll open soon -- that way 
		we're not screwy -- we're just 
		two people who like warm rolls.

				CAROL
		Okay.

	EXT. STREET - NEAR BAKERY - NIGHT

	They walk quietly -- Melvin still walking with his usual 
	attention to where he steps.

	CAROL'S POV

	Melvin walking -- and though we can see an improvement -- 
	it is still decidedly strange as he conspicuously avoids 
	stepping on the lines.

	BACK TO SCENE

	Carol sighs. It is the sound of possibilities crashing 
	down. Melvin looks at her -- embarrassed, self-conscious 
	-- his habits making him appear unworthy.

				CAROL
			(gently; almost 
			lovingly)
		I'm sorry, Melvin -- but whatever 
		this is -- is not going to work.

	ON MELVIN

	He takes this hard. It forces him to half-whisper 
	something he hasn't at all said to himself... given his 
	history... this is an extraordinary intimacy.

				MELVIN
		I'm feeling... I've been feeling 
		better.

				CAROL
		Melvin, even though it may seem 
		that way now -- you don't know me 
		all that well... 
			(as he scoffs)
		I'm not the answer for you.

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

				MELVIN
		Hey, I've got a great compliment 
		for you.

				CAROL
		You know what? I... 

				MELVIN
		Just let me talk.
			(gathers himself 
			with uncertainty, 
			then:)
		I'm the only one on the face of 
		the earth who realizes that you're 
		the greatest woman on earth. I'm 
		the only one who appreciates how 
		amazing you are in every single 
		thing you do -- in every single 
		thought you have... in how you 
		are with Spencer -- Spence... 
			(he has reached 
			her)
		... in how you say what you mean 
		and how you almost always mean 
		something that's all about being 
		straight and good... 

	ON CAROL

	She stands on the precipice of being transported away 
	from the logic which has been her lifeline.

				MELVIN
		I think most people miss that 
		about you and I watch wondering 
		how they can watch you bring them 
		food and clear their dishes and 
		never get that they have just met 
		the greatest woman alive... And 
		the fact that I get it makes me 
		feel great... about me!
			(a real question 
			filled with 
			concern for her)
		You got a real good reason to walk 
		out on that?

	That last question clearly a true question, not the least 
	rhetorical -- she considers her answer, then:

				CAROL
		No! It's certainly not. No -- I 
		don't think so. No.

				MELVIN
			(tentatively)
		I'm gonna grab you.
			(with conviction)
		I didn't mean it to be a question. 
		I'm gonna grab you.

	He kisses her. An awkward bomb of a kiss. They separate. 
	A tense beat. Then:

				MELVIN
		I know I can do better.

	They embrace again. He does indeed do much better. A 
	first-class smooch. CAMERA MOVES DOWN to see his foot 
	land squarely on a crack in the sidewalk without his 
	knowledge. They break -- look at each other without a 
	notion of where to take it from here, and the ALMOST in 
	unison begin to walk away FROM CAMERA, Melvin following a 
	path that avoids cracks. Suddenly the lights of the 
	bakery turn on as it opens for business.

				CAROL
		Warm rolls... 

	They walk to the bakery, Melvin avoiding the cracks. As 
	they enter the bakery, a WORKER moves toward them to 
	clean the entranceway. Melvin, forced to step back onto 
	a crack, this time notices -- registers the momentous 
	fact and joins Carol inside as we:

							FADE OUT

	THE ENDAS GOOD AS IT GETSAS GOOD AS IT GETS


	by 

	Mard Andrus 

	And 

	James L. Brooks 

	Story by 

	Mark Andrus





	FADE IN:

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

	ANGLE ON apartment doorway. As it opens and an 
	enormously SWEET-FACED, ELDER WOMAN steps out, bungled up 
	against the cold -- turning back to call inside to the 
	unseen love of her long life.

			SWEET-FACED WOMAN
		I'm just going to get some 
		flowers, dear. I'll be back in 
		twenty minutes. It's tulip season 
		today. I'm so happy.

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

	POV - MELVIN UDALL

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

			MELVIN
		Come here, sweetheart... come on.

	ON DOG

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

			MELVIN
		Wanna go for a ride? Okay, 
		sweetie?

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

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

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

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

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

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

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

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

			MELVIN
		What's he look like?

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

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

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

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

			SIMON
		Which color was that?

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

	Simon has had it.

			SIMON
		Frank Sachs -- Melvin Udall.

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

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

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

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

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

	FRANK can only smile.

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

				MELVIN
		Hope you find him. I love that 
		dog.

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

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

	Simon closes his door leaving Melvin alone in the 
	hallway.

				MELVIN
		I love throwing your dog down the 
		garbage chute.

	INT. MELVIN'S APARTMENT, BATHROOM - NIGHT

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

	INT. MEDICINE CHEST

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

	INT. SIMON'S APARTMENT, ENTRANCE HALL - NIGHT

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

	SIMON

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

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

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

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

				SIMON
		Just for a second, okay?

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

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

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

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

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

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

				SIMON
		My God! No!

	He stares out... Frank frustrated following.

	INT. MELVIN'S APARTMENT - OFFICE - NIGHT

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

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

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

				SIMON (O.S.)
		Mr. Udall.

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

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

	More KNOCKING.

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

				MELVIN
		'Love was... '

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

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

	He burst from his chair.

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

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

				MELVIN
			(loud and angry)
		Yeeeess!!!

				SIMON
		Maybe this can wait.

	Frank signals encouragement as Melvin opens the door.

				SIMON
		I found Verdell, Mr. Udall.

				MELVIN
		Well, that's a load off.

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

				SIMON
		Did you... do something to him?

				MELVIN
		Do you realize that I work at 
		him?

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

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

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

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

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

				MELVIN
		Okay, then.

	Melvin enters his apartment and slams the door shut.

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

	Frank smiles affectionately. Simon turns serious.

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

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

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

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

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

				MELVIN
		No touch. No touch. No touch.

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

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

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

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

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

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

	CLOSER ON MELVIN

	His eyes focused on the terrain.

	INT. CAROL'S RESTAURANT - DAY

	ANGLE ON WAITRESS

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

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

				MOTHER
		It's that new medication.

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

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

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

				MOTHER
		Isn't that sweet.

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

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

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

				HER MALE COMPANION
		Wonderful.

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

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

				LISA
		Pay me back next week.

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

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

				MELVIN
		I'm starving.

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

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

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

				CAROL
		"Ready" is not my problem.

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

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

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

				CAROL
		I know. He's just the best.

				MELVIN
		I've got Jews at my table.

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

	The two waitresses signal their protests.

				CAROL
		Or you can just wait your turn... 

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

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

				WOMAN
		What?!!

				MAN
			(to Woman)
		Let's go --

	The Woman starts to protest.

				MAN
		Let's leave. We're going.

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

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

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

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

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

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

	ON CAROL

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

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

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

				CAROL
		Okay. I'll get your order.

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

	INT. CAROL'S APARTMENT - NIGHT

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

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

				YOUNG MAN
		What?

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

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

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

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

				CAROL
		Kissing...  kissing boys. Oh my.

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

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

				YOUNG MAN
		Maybe you better check.

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

	INT. HALLWAY/BEVERLY'S ROOM - NIGHT

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

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

	Carol now goes into her son's room.

	INT. SPENCER'S ROOM - NIGHT

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

				SPENCER
		I'm sorry.

				CAROL
		Don't be silly. How bad?

				SPENCER
		Not bad.

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

	INT. LIVING ROOM - NIGHT

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

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

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

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

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

				CAROL
		That'll teach you.

				YOUNG MAN
		Don't apologize.

				CAROL
			(perturbed)
		That wasn't an apology.

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

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

				YOUNG MAN
		No way.

	She brightens.

				YOUNG MAN
		I'll take a cab.

	She deflates as he moves past her.

				YOUNG MAN
		Too much reality for a Friday 
		night.

	EXT. HOLLAND TUNNEL - NIGHT

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

				EVAN
		Why is every customer surprised I 
		read books?

				DOUG
			(amazed)
		You read books?

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

	They all focus on a black BMW as it slows and stops in 
	front of them. CARL checks them out carefully through 
	the front window. He is talking on the speaker phone.

				CARL
			(slightly exasperated)
		Look, I just can't. I promised 
		Simon I'd find him a model.

				FRIEND (V.O.)
			(on speaker phone,
			flirting)
		Carl, take me off the speaker. 
		Did I tell you that these are 
		house seats? C'mon, you could use 
		a break. Hello...  Carl, are you 
		there...  hello?

	Seeing the hustlers:

				CARL
.		...  I just found a model.

				DOUG
			(to Carl)
		Hey, how it's goin'... 

				EVAN
		Hey, hi...  remember?

				CARL
		I only need one.

				EVAN
		You picked me up, maybe a few 
		weeks, I don't know, some time 
		ago. You were very flattering 
		about our...  encounter.

				CARL
		Maybe just you and me...  but this 
		is for a painting. I need a 
		pretty face.

	Carl beckons to Vincent who joins him, trying to conceal 
	his pride at winning this lowest end of beauty contest.

	INT. SIMON'S APARTMENT - DAY

	There is a KNOCK at the door -- Simon crosses to answer. 
	He is more relaxed than we've seen him -- a man at peace 
	humming to his favorite music, talking to his dog who 
	scratches at the door. Simon opens the door to Vincent.

				SIMON
		Sorry, I was out in the studio 
		doing some work and I forgot about 
		our appointment.

	He leads the way back toward the studio -- chatting away 
	-- unaware that Vincent is disrobing as he follows him 
	and eyeing the expensive apartment.

				SIMON
		I usually make such a big deal out 
		of picking models but Carl's so 
		thorough. I'll bet he drove you 
		nuts checking your references.

	And he turns and sees the naked model.

				SIMON
			(taken aback)
		This isn't a nude.

	Vincent moves back to retrieve his clothes.

				VINCENT
		Just kidding around.
			(then mutters)
		So much for love.

	INT. SIMON'S APARTMENT - STUDIO (MINUTES LATER)

	Vincent is striking blatantly sexual poses to the 
	increasingly uneasy Simon.

				SIMON
		Exactly what is your previous 
		experience?

				VINCENT
		How about that pose?
			(sing-song)
		This is not fun... 
			(then)
		Give me some direction.

	Vincent has instinctively put Simon on the defensive. He 
	tries not to show it.

				SIMON
		Nothing. I just watch till 
		something strikes me. Do anything 
		you think of -- try different 
		thing. Until I say, "hold that 
		pose." Then just try and 
		comfortably hold it.

				VINCENT
			(trying another space)
		The fact that you haven't said, 
		"hold it" means I haven't done it 
		right...  is that correct? I 
		haven't done it right?

				SIMON
		No...  Okay. What I do is watch 
		and wait for, um... You ever watch 
		someone who doesn't know you're 
		watching...  an old woman on a bus, 
		kids going to school and you see 
		this flash come over them and you 
		know immediately that it has 
		nothing to do with anything 
		external -- that it's in respond 
		to a private thought they just 
		had? They are just sort of realer 
		and more alive. And when you 
		notice it so are you. If you look 
		at someone long enough, you 
		discover their humanity.

	Vincent's slack-jawed expression changes. He feels an 
	intellectual tingle to be having this conversation.

				VINCENT
		I know exactly what you mean.

	There's a joy in him at this moment -- a bit of purity.

				SIMON
		Hold it.

	Vincent does so -- hums a bit of "Satisfaction" to 
	celebrate.

	INT. RESTAURANT - DAY

	Carol and LESLIE, another waitress, are waiting for their 
	order at the cappuccino bar. Leslie is telling the story 
	of the traumatic audition which may have turned her life. 
	Carol is rapt.

	As they pass Melvin she does not break stride, nor give 
	him notice. Though she is aware of him -- resentfully so 
	-- hard not to be since he is giving a moment to moment 
	commentary on her every action.

				MELVIN
		Clippity clop -- clippity clop -- 
		she has to pretend she doesn't 
		hear me. Listening to the story 
		from the upset friend...  now she 
		drops off the cappuccino and 
		smiles at the putzette who doesn't 
		even say, "Thank you." No, the 
		putzette wanted the whipped cream 
		so back she goes and now she has 
		to pass him again and it's getting 
		tougher to make believe.

				CAROL
			(reluctant forgiveness)
		Okay.

	Melvin stops -- she passes behind him to deliver an 
	uncharacteristic rabbit punch.

				CAROL
		What's with the plastic picnic 
		ware? Why not try ours...  afraid 
		it isn't clean?

				MELVIN
		I see the help -- judgement call.

				CAROL
		Just give yourself a little pep 
		talk. "Must try other people's 
		clean silverware as part of the 
		fun of dining out."

				MELVIN
		What's wrong with your son, 
		anyway?

				CAROL
		What do you care?

	Melvin just looks at her.

				CAROL
		He's gotta fight to breathe. 
		His asthma can just shoot off the 
		charts -- he's allergic to dust 
		and this is New York and his 
		immune system bails on him when 
		there's trouble so an ear 
		infection...  Is this bothering 
		you?

				MELVIN
			(caught)
		No.

				CAROL
		An ear infection can send us to 
		the emergency room -- maybe five, 
		six times a month where I get 
		whatever nine-year-old they just 
		made a doctor. Nice chatting with 
		you.

				MELVIN
		His name?

				CAROL
		Spencer.

				MELVIN
		Okay.

				CAROL
			(quietly)
		Spence.

	She exits.

	INT. SIMON'S APARTMENT - STUDIO - DAY (SEVERAL WEEKS LATER)

	The greenhouse studio is a busy sanctuary, as Simon puts 
	the finishing touches on his painting of Vincent. A beat 
	and then a strange figure crosses between the CAMERA and 
	the scene -- gone before we can examine him further.

				SIMON
		You can put on anything you want 
		now. I might be sort of done 
		here... 

	Vincent quickly and expertly picks a CD to meet his 
	immediate needs and puts it on -- dying a little at every 
	second of silence during the transition... then LOUD 
	MUSIC PLAYS...  Vincent even GOOSING the VOLUME. Simon 
	does a take -- he gestures Vincent to take it down -- 
	which Vincent does.

	ANGLE - APARTMENT

	where it is not clear that a robbery is in progress -- 
	Vincent's two friends from the street sweeping all 
	objects into large sacks -- one of them, Doug, pauses 
	to look past the terrace to the studio.

				DOUG
		Lucky Vinnie -- he's a painting.

	INT. SIMON'S APARTMENT, STUDIO - DAY

	MUSIC PLAYS -- Simon cleaning up his stuff.

				VINCENT
		So you're practically finished, 
		huh?

				SIMON
		Yes...  well, there's one more 
		stage -- trying to figure out if 
		it's any good.

	Simon sneaks a look at the canvas from another 
	perspective...  he focuses -- then the smallest shy nod 
	of self-approval -- he's finished. Vincent is desperate 
	to distract.

	CLOSE ON dog as Verdell awakens, stretches and pricks his 
	ears. He moves quickly to the closed door and starts to 
	frantically scratch, attracting Simon's attention.

	As Simon keeps walking...  Vincent shoots over to the 
	canvas.

				VINCENT
		Wait -- I want to see the 
		painting.

				SIMON
		Just a second -- he has to go.

				VINCENT
		Please!! NO!!!

	Simon opens the door and Verdell shoots out like a 
	bullet. Vincent pauses before the painting and is thrown 
	to see his humanity captured -- to be "immortalized." 

	INT. SIMON'S APARTMENT - LIVING ROOM - DAY

	Doug and Evan are nearly to the front door as VERDELL 
	stops them with a vicious GROWL and BARK.

	Simon is distracted -- looking down at his pet so that he 
	continues to walk toward Doug and Evan, not noticing 
	them -- Vincent, terribly afraid, appears behind Simon.

				SIMON
			(to Vincent)
		What's the matter, sweetheart?

	He instantly stops. Shocked. Frozen. His eyes on the 
	stranger, Doug, looking at him. Now Vincent comes in. 
	Doug greets him.

				DOUG
		Yo.

	Simon turns to Vincent.

				SIMON
		Why are you doing this?

				VINCENT
		No. No. No. Hey, that painting 
		in there...  I just want to tell 
		you... 

	Now Evan appears holding a brass hat rack.

				EVAN
			(to Vincent)
		What are you doing? Cruising him?

	And he uses the hat rack first as a spear, then as a 
	club, as the brief savage attack begins.

	ON VERDELL

	as he starts to go toward Simon and then scurries back in 
	fear. The three attackers leave. Now silence. A single 
	BARK from VERDELL.

	INT. APARTMENT BUILDING (NEW YORK) - HALLWAY - DUSK

	A mass of OFFICIAL PEOPLE clutter the hall as a gurney is 
	whisked down to the elevator. It's impossible to tell if 
	Simon is awake or dead. Melvin is standing against the 
	wall near his door a cop, RAY, interviewing him.

				RAY
		Okay. So you call 911 and don't 
		leave your name -- even a dumb 
		geezer should know that emergency 
		automatically pulls up your name. 
		How come you make a mistake like 
		that?

				MELVIN
		How come you're pretending to do 
		cop work -- 'cause I don't think 
		you could find your ass if you 
		were spotted the hole.

				RAY
			(stunned)
		What?

				MELVIN
		Just move on. No one here killed 
		him.

				RAY
		Oh, is he dead?

				MELVIN
		Ask him.

				RAY
		We will if we can and if we can't, 
		we'll come back and ask you again 
		and again.

	INT. APARTMENT BUILDING (NEW YORK) - HALLWAY - 
	ANOTHER ANGLE - NIGHT

	Frank standing upset, anxious, holding a dog bowl, a 
	leash and VERDELL, who is more upset making pathetic 
	little CRYING SOUNDS.

	As we FOCUS BRIEFLY ON Verdell...  Frank is talking to the 
	Sweet-Faced Woman.

				SWEET-FACED WOMAN
		I've been praying for him since I 
		heard.

				FRANK
		So I've got to get to the 
		hospital. If you could take the 
		dog just for tonight.

				SWEET-FACED WOMAN
		Oh, Lord -- I've got all these 
		antique knick-knacks...  Or else 
		I'd be glad... 

				FRANK
		Maybe if you kept locked in 
		the bathroom. No? Okay. Thanks.
			(as he turns away and she 
			closes the door he adds)
		Old bitch...  Damn dog.

	A short laugh makes us realize that Melvin has witnessed 
	and enjoyed Frank's hostile mutterings... 

	VERDELL starts WHIMPERING as a pissed Frank approaches 
	his mugger:

				FRANK
		You're taking him...  yes...  you're 
		taking him -- this will clear the 
		books. One night. You want to 
		say "no" to me? Try...  because 
		I've never felt as nuts as I do 
		right this second. I almost want 
		you to try saying "no."

				MELVIN
			(quietly)
		I'm not saying nothing to you.

				FRANK
		Thanks for looking after him.

	Frank pushes open the door to Melvin's apartment and 
	places Verdell inside.

	INT. MELVIN'S APARTMENT - NIGHT

	MUSIC IN: as Frank pulls the door partially closed to 
	block Verdell's escape.

	The music represents Verdell's state of mind -- trapped 
	in the apartment of the man who tried to kill him. We 
	STAY with the dog during the O.S. dialogue: As his head 
	turns in panic we see his various POVs as the dialogue 
	continues O.S.

				MELVIN (O.S.)
		Hey, where are you going? You 
		can't do this.
			(calls after Frank)
		I can't take a dog.
			(a confession)
		Nobody's ever been in here before.

				FRANK (O.S.)
			(threatening)
		You don't want to mess with me 
		today. I'll figure something else 
		out tomorrow.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

	Melvin enters -- the dog cowers in the shadows. Now 
	Melvin sees him.

				MELVIN
		You're dead!!

	VERDELL STOPS -- gives Melvin wide berth -- slinking 
	along the far wall. Melvin finds Verdell's fear of him a 
	bit calming.

				MELVIN
		I don't have dog food. And I 
		won't want dog food here. You'll 
		eat what we have. You'll eat what 
		we eat.

	Melvin exits. Verdell is in a major funk.

	INT. MELVIN'S APARTMENT - KITCHEN - NIGHT

	Melvin breaks two eggs over a large pile of prime chopped 
	meat, sticks raw pieces of bacon into it and exits the 
	room.

				MELVIN
		Don't you touch anything.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

	Verdell cringing as his new master approaches -- MUSIC 
	CONTINUES ominously. Melvin sets the bowl down and 
	exits...  Verdell breathes excitedly though looking 
	alternately in all directions... his recent past making 
	him suspect this feast is a trick. He sniffs 
	cautiously -- then dives in -- GOTHIC MUSIC CHANGING on a 
	dime TO SCORE his RAPTURE... from O.S. we hear the sound 
	of RUNNING WATER as steam escapes the bathroom -- then 
	MUSIC OUT -- as Melvin returns...  ignoring Verdell he 
	sits at the piano and his one key repeatedly. It's odd. 
	Verdell shifts his body so he is eating from the bowl 
	with his tail to Melvin. Then Melvin begins to play and 
	sing Monty Python's "Always Look On The Bright Side Of 
	Life," with its cheerful whistle refrain. Verdell looks 
	over with surprise and pleasure. But just as mood lifts 
	and warmth threatens, Melvin stops abruptly, turns out 
	the lights and exits.

	INT. HOSPITAL CORRIDOR - DAY

	Frank on the phone.

				FRANK
			(into phone)
		Put the solid red dots on three of 
		them and the hold blue dots on two 
		others...  Well, we're not going to 
		sell anything if they know we're 
		two weeks into a show and have no 
		sales. No, you can't reduce a 
		price at this stage...  We're in 
		free fall here. Any calls?

				JACKIE
		We can see him.

				FRANK
		I'll meet you in there.

	INT. HOSPITAL ROOM - DAY

	As Jackie enters.

				JACKIE
		How you doing, great one?

				SIMON
		I haven't looked at myself yet. I 
		figured I could tell from your 
		reaction.

	He turns toward her. Much of his body -- taped -- his 
	painting hand wrapped. Simon's face is something of a 
	horror. Swollen, one savage discolored cut. We are into 
	yuccchhh...  The sight is a jolt. Jackie breaks into 
	tears...  sobs, actually.

				SIMON
		That bad, huh?

	They share a helpless half-laugh -- then Frank appears in 
	the doorway.

				FRANK
		Hey, hey... 
			(as he sees him)
		Haaa...  bad but temporary. The 
		nurses say it's much better than 
		you looked three weeks ago...  the 
		hand will come back...  they're 
		sure... 

				SIMON
		Jackie, will you hand me the 
		mirror?

				JACKIE
			(a small voice)
		No.

	She starts to hand him a large mirror from her purse -- 
	then thinks better of it.

				JACKIE
		Wait, I have a smaller one.

	But he holds out his hand and she gives him the mirror -- 
	he starts to look -- then thinks better of it.

				SIMON
		So, what's new anyway? How's 
		Verdell?

				FRANK
			(sheepish)
		Your neighbor -- Udall -- is 
		taking care of him.

				SIMON
			(suddenly alive and upset)
		How could you do that? He'll hurt 
		him.

				FRANK
		No, I promise...  not a chance. I 
		own this guy. There was no one 
		else. I'm on the move too much. 
		Trust me.

				SIMON
		You are very certain my dog is 
		okay...  because you have no 
		idea... 

				FRANK
		Yes. Your dog is fine, Simon.

	Simon holds the mirror poised for a moment of discovery, 
	then he takes a breath -- like someone about to dive 
	underwater. First a small, mumbled pep talk to himself.

				SIMON
		Okay, waiting gives the devil 
		time. Now!

	He quickly brings his hand up and looks at the mirror...  
	he is startled -- the bottom drops out -- leaving him 
	awed by his misfortune.

				SIMON
		Oh my... Where'd I go? Ummmm?

	EXT. CAROL'S RESTAURANT - DAY

	AN ESTABLISHING SHOT FEATURING Verdell tied up in front.

	INT. CAROL'S RESTAURANT - DAY

	Melvin finishing a plate of eggs, bacon and sausage with 
	his plastic knife and fork. Carol looks totally beat as 
	she sets down a cup of coffee. Melvin is craning 
	periodically to keep an eye of his dog.

				CAROL
		So what are you doing with a dog?

				MELVIN
		Suckered in. Set up. Pushed 
		around.

				CAROL
		You're not worried that someone 
		might take him?

				MELVIN
		Well, not until now -- for 
		Christ's sake.

				CAROL
		Sorry.

				MELVIN
		It's okay -- I'll sit here.

	He changes tables for the first time ever so that he can 
	keep an eye on Verdell. Carol is amazed.

				CAROL
		You know he's a little dog. Next 
		time, if Bryan's not here, you can 
		bring him in.

				MELVIN
		How old are you?

				CAROL
		Oh, please... 

				MELVIN
		If I had to guess by your eyes, 
		I'd say you were fifty.

	Carol looks at him.

				CAROL
		And if I had to guess by your 
		eyes. I'd say you were kind. So, 
		so much for eyes. But as long as 
		you bring up age...  how old are 
		you?

				MELVIN
			(quickly)
		Otherwise, you're not ugly.

				CAROL
			(laughs out loud)
		Okay, pal...  I accept the 
		compliment, but go easy -- my 
		knees start a-knocking when you 
		turn on the charm full blast.

				MELVIN
		What's with the dark?

	He indicates the bags under her eyes by tapping his own.

				CAROL
		Dawn patrol -- major dawn patrol. 
		My son had a full blown attack. 
		And this time, for extra fun, they 
		gave us the wrong antibiotics, so 
		I get him home... 

	She reaches for the plate of uneaten bacon -- he goes 
	nuts.

				MELVIN
		No...  no...  leave it...  the 
		bacon's for the dog.

	She is jolted by the insensitivity of his interruption, 
	but he doesn't notice, turning, almost chatty.

				MELVIN
		Last week I was playing the piano 
		for him and he likes it, and so I 
		decide I'm going to make a little 
		joke... 

				CAROL
		You all set here?

	Melvin nods -- a bit frustrated about not being able to 
	finish his dog story. He pockets the remaining bacon.

	EXT. NEW YORK STREET - DAY

	As Melvin walks Verdell back home, we notice, perhaps a 
	beat before Melvin, a remarkably event. Verdell is 
	avoiding the cracks in the sidewalk.

				MELVIN
		It's a beautiful day for our walk.

	Melvin slows -- observes the dog mirroring his behavior.

	ON VERDELL

	again carefully placing his paws to avoid a crack in the 
	sidewalk. Melvin laughs out loud -- puts on plastic 
	gloves hurriedly so he can lift the dog to eye level.

				MELVIN
		Don't be like me, don't you be 
		like me. You stay just the way 
		you are because you are a perfect 
		man. I'm gonna take you home and 
		get you something to eat...  what 
		you love.

	ANOTHER ANGLE

				FEMALE PASSERSBY
			(charmed)
		Ohhh. I'd like to be treated like 
		that.

				MELVIN
			(all smiles to Verdell)
		Let's go home and do some writing.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

	Melvin whaling away at his computer, reading to himself 
	with great satisfaction as he goes.

	Verdell sits at his chair, fascinated by the speed of his 
	master's fingers on the keyboard. He reads his writing 
	aloud to the dog.

				MELVIN
		"He turned off the gas jets and 
		carried her outside. He kissed 
		her brow and when her eyes opened 
		and found him, he said, 'there are 
		easier ways to break a date.' She 
		laughed. The only sensible 
		ambition he had ever known was now 
		realized. He had made the girl 
		happy. And what a girl. 'You've 
		saved my life,' she said, 'you'd 
		better make it up to me.'"

	Exhilarated by his own words, he shuts down the machine... 

				MELVIN
			(singing to Verdell)
		Done!
			(playing with him some)
		Yes, I hate the doggy...  yes, I 
		hate the doggy.

	He exits.

				MELVIN (V.O.)
		Sixty-two books... done!

	As the dog goes shooting off to the kitchen we leave our 
	couple's play time for... 

	INT. SIMON'S APARTMENT - BEDROOM/LIVING ROOM/HALLWAY - DAY

	As the rookie invalid awakens in precisely the same foul 
	mood he'd had on falling asleep. In the living room, the 
	maid, NORA, is talking with Jackie -- we catch only a few 
	words as they review Simon's mounting pile of bills and 
	talk of how long Nora can stay on.

	INT. NEW YORK APARTMENT BUILDING - HALLWAY - DAY

	Frank knocking on Melvin's door. He opens it.

				FRANK
		How's Verdell doing?

				MELVIN
		He's a pain in the ass.

	As he looks over at the dog, Verdell trots over and, 
	without realizing it, Melvin smiles at him to Frank's 
	surprise.

				FRANK
		Simon's home. I was sort of 
		hoping you could keep the dog 
		until he's had a chance to think 
		and adjust... 

				MELVIN
			(leaping at the chance)
		It's been five weeks...  another 
		few won't kill me.

				FRANK
		No. He wants him back. He'll be 
		by tomorrow.

				MELVIN
			(too loudly, weirdly)
		Okay by me.

	Frank exits.

	INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

	Melvin sits -- Verdell looks up at him. Melvin walks to 
	the door. He turns the lock... then checks that they are 
	locked...  checks again to make sure he turned them in the 
	correct direction...  turns from the door...  then back to 
	check once more. And again...  and again...  anguished, 
	until now he breaks briefly, the dog looking on.

	INT. NEW YORK BUILDING - MELVIN'S APARTMENT - HALLWAY - DAY

	Melvin opens the door -- looks at the scarred Simon in a 
	wheelchair and shudders... 

				MELVIN
		That's some face they left hanging 
		on you. You look like... 

				SIMON
			(interrupting)
		Could you take it just a little 
		easy, Mr. Udall?

	A beat of silence as Melvin thinks whether to comply.

				SIMON
		Thank you. Verdell...  sweetheart?
			(to Melvin)
		By the way, thanks for saving me.

				MELVIN
		I called. I never touched you. I 
		didn't leave my name or nothing.

				SIMON
			(not listening)
		Verdell?

	ON VERDELL

	Totally weirded out...  hiding behind Melvin...  now Melvin 
	shifts and Simon and Verdell see each other...  Simon 
	smiles at the dog...  he is emotionally caught up in the 
	reunion.

				SIMON
		Hi, sweetheart.

	Verdell isn't eager.

	ON SIMON

	The first gnawing pains of rejection.

	INT. SIMON'S APARTMENT - DAY

	Simon pats his leg -- trying unsuccessfully to get 
	Verdell to approach him. Instead the dog goes to the 
	door and scratches at it. Jackie starts to pick the dog 
	up.

				SIMON
		No. Please, don't force him.

				JACKIE
			(to dog)
		You little stinker. He's given 
		you everything.

	INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

	MELVIN'S POV

	Verdell's towel on the floor -- near his bowl.

	BACK TO SCENE

	Melvin's lips compress... he sits on the piano bench and 
	hits a few keys...  looks at Verdell's empty spot again...  
	there are those who "get the joke" -- Melvin is clearly 
	one -- he laughs suddenly and helplessly even as he feels 
	the panic rise in him... 

	...  all his painstaking success in keeping the lid on and 
	now it threatens to blow for a reason he articulates.

				MELVIN
		Over the dog...  an ugly dog.

	It's hilarious. But now the humor detours. An actual 
	sob is choked back...  he gets up -- following a definite 
	pattern across the room. He is conducting a small but 
	highest-stakes fight for survival. Momentarily a scared, 
	beaten middle-aged man -- he races out the door.

	EXT. NYC STREETS - DAY

	Melvin charging as fast as crack checks allow and then 
	turning into a building with a copper sign reading 
	"Grammercy Park Psychiatric Group."

				MELVIN
		Worst sidewalk in New York and 
		look where they put in.

	INT. PSYCHIATRIST'S OFFICE - DAY

	Melvin bursts in on the psychiatrist and emits one word.

				MELVIN
		Help!

				DOCTOR
		If you want to see me you will not 
		do this. You will make an 
		appointment... 

				MELVIN
		Explain to me how you can diagnose 
		someone as "obsessive compulsive 
		disorder" and then act like I have 
		any choice in barging in.

				DOCTOR
		There's not going to be a debate. 
		You must leave.

	The Doctor moves into the hallway, forcing Melvin to 
	follow.

				MELVIN
		You said you could help me -- 
		what was that -- a tease?

				DOCTOR
		I can help you if you take the 
		responsibility to keep regular 
		app --

				MELVIN
			(suddenly)
		You changed the room around... 

				DOCTOR
		Two years ago... 

	Melvin shakes his head -- as if things weren't bad enough 
	he must go through a careful exercise noting every new 
	element before he's at all comfortable... as he studies 
	each object. The Doctor is professionally intrigued 
	despite himself.

				DOCTOR
		I also regrew my beard...  but 
		you're not interested in changes 
		in me... so it's like I always 
		told you...  when it comes to 
		people you... 

				MELVIN
		Shhhhhhh. I don't have this 
		mountain of available time...  I 
		got to get to my restaurant on 
		time. Do you know how hard it is 
		for me to be here?

				DOCTOR
		Yes.
			(as Melvin starts 
			for the office)
		No.

	INT. PSYCHIATRISTS' WAITING ROOM - DAY

	More PATIENTS in the almost-crowded waiting room. Melvin 
	passes through -- visibly drawn and upset. He stops. 
	Eyes on them. Then:

				MELVIN
			(to other patients)
		What if this is as good as it 
		gets?

	They look stricken. He exits.

	INT. CAROL'S RESTAURANT - DAY

	As he walks to his booth and sits down. Enormous relief. 
	CHERYL, a heavy-set waitress, reluctantly moves to his 
	table -- unseen by Melvin as he takes out his utensils 
	and arranges them. In a corner booth, four big TRANSIT 
	AUTHORITY POLICE are having a meal together. Cheryl 
	looks at his utensils.

				CHERYL
		What the heck are those for?

				MELVIN
		No. No. Get Carol.

				CHERYL
		I'm filling in. We don't know if 
		she's coming back. She might have 
		to get a job closer to home.

				MELVIN
		What are you trying to do to me?

				CHERYL
		What the heck do you mean?

				MELVIN
		Hey, elephant girl, call her or 
		something...  just let her do my 
		one meal here. I'll pay whatever. 
		I'll wait.
			(as she doesn't 
			budge; he screams)
		Do it!!!

	The MANAGER comes over, gesturing to the table of police 
	that he can handle it. All attention is on Melvin.

				MANAGER
		Out. Be silent or leave.

				MELVIN
		I'll be quiet. Just let me wait. 
		No problem. Get her here -- have 
		her get me two sausages, four 
		bacon, two eggs over easy and 
		coffee. I'm not a prick here -- 
		I'm a great customer. This day is 
		a disaster. I can't handle this, 
		too.

				MANAGER
		Get out immediately or there's 
		going to be trouble.

	Melvin looks at the police, sizes up the hopeless 
	situation and rises.

				MELVIN
		There's going to be trouble???

	He walks toward the door as Cheryl and all the other 
	employees applaud his defeat. As he passes a BUSBOY near 
	the door he hands him 20 dollars.

				MELVIN
		Carol's last name?

				BUSBOY
		Connelly.

	EXT. BROOKLYN STREET - DAY

	An uncomfortable Melvin sitting in the back of a taxi.

	MELVIN'S POV

	A neighborhood in Brooklyn -- a community. Melvin, ever 
	the shark observer, looks from the cab to see slices of 
	community life -- MEN in front of a bar, PARENTS giving 
	their CHILD a ride on a mechanical horse outside a local 
	store -- two YOUNG WOMEN discuss dating.

	EXT. CAROL'S BUILDING - DAY

	As he exits -- RINGS the BELL and is BUZZED in.

	INT. CAROL'S APARTMENT BUILDING - DOOR/HALLWAY - DAY

	Carol opens the door just as he arrives on her landing. 
	She holds a container of ice, washclothes and a 
	thermometer.

				MELVIN
		I'm hungry.
			(on Carol's astonished 
			look)
		You've upset my whole day. I 
		haven't eaten.

				CAROL
		What are you doing here?

	Melvin ignores the question, instead answering a charge 
	he had imagined she might make... 

				MELVIN
		This is not a sexist thing. If 
		you were a waiter I would still be 
		here saying... 

				CAROL
		Are you totally gone? This is my 
		private home... 

				MELVIN
		I am trying to keep emotions out of 
		this. Even though this is an 
		important issue to me and I have 
		strong feelings about the subject.

				CAROL
		What subject? That I wasn't there 
		to take crap from you and bring 
		you eggs? Do you have any control 
		over how creepy you allow yourself 
		to get?

				MELVIN
		Yes, I do, as a matter of fact... 
		and to prove it I have not gotten 
		personal and you have. Why aren't 
		you at work? You're not sick -- 
		you don't look sick... just very 
		tired and bitter.

				CAROL
		My son is sick, okay?

	Even saying the sentence, "My son is sick" pushes some 
	emotions toward the surface which are wasted on the crazy 
	man at her threshold.

				MELVIN
		What about your mother?

				CAROL
		How do you know about my mother?

				MELVIN
		I hear you talk when I'm 
		waiting!!!

	She crosses to the sink to dump the ice. Melvin takes a 
	step inside. Spencer, seven and looking ill, walks into 
	the room.

				CAROL
		Sorry, honey...  I'll be right 
		there.

				MELVIN
			(uncomfortably)
		How ya doing?

	Spencer just stares at him.

				MELVIN
			(miffed)
		You should answer when someone 
		talks to you... 

	Carol eyes Melvin with disgust and disbelief then 
	emphatically gestures him to "clear out." Melvin backs 
	out the door.

				CAROL
		Sorry. There is a limit, Melvin, 
		and I can't handle you teaching 
		my son manners.

	She closes the door in his face, then walks to her son 
	and leads him back to his room.

	INT. SPENCER'S ROOM

	CAMERA MOVES TOWARD mother and son sitting on the edge of 
	Spencer's bed. She holds a digital thermometer to his 
	ear. They both count down the seconds.

				CAROL AND SPENCER
		5...  4...  3...  2...  1...  Bingo.

				SPENCER
		104.9

				CAROL
		We are going to treat ourselves to 
		a cab ride.

	EXT. BROOKLYN SIDEWALK - ANGLE ON CAROL - DAY

	As Carol carries her young son through a class of 
	uniformed KIDS from a Catholic elementary school. She 
	spots Melvin about to enter a cab.

				CAROL
		Melvin, wait!

	The school kids pick up the chant in unison.

				SCHOOL KIDS
		Melvin, wait! Melvin, wait! 
		Melvin, wait!

	He turns to face them.

				MELVIN
		Shut up, kids!

	They immediately obey as Carol approaches him.

				CAROL
		Melvin...  give us a lift. We've 
		got to go see our friends at the 
		hospital.

	Melvin is thrown...  he pauses a beat...  then holds the 
	rear door open as Carol hustles the kid inside. The 
	maneuver puts the beet red, sweating Spencer at his face.

				MELVIN
		I'll ride up front. Cover your 
		mouth when you cough, kid.

	INT. BROOKLYN CAB - DAY

	As they settle in and drive off.

				CAROL
		Brooklyn Presbyterian Hospital, 
		please and quickly please.

	EXT. HOSPITAL EMERGENCY ROOM - DAY

	As Carol enters the hospital.

				CAROL
			(calling back)
		I owe you three dollars.

	Melvin follows behind her as she carries her son... 

				MELVIN
		Yeah, yeah...  any chance you'll 
		get back to work today?

				CAROL
			(furiously)
		No!!! Stay away from me!

	INT. SIMON'S APARTMENT - DAY

	Verdell lies just inside the front door whimpering for 
	Melvin. Jackie sits across from Simon's wheel chair...  
	she has some index cards in her laps which she 
	occasionally consults and shuffles.

				JACKIE
		I feel terrible that I have to... 
		Simon? Forget about the dog for a 
		second.

	Simon forces his attention to Jackie.

				SIMON
		Sorry. What are those cards?

				JACKIE
			(a bit embarrassed)
		Frank's idea. He thought I should 
		have notes so I did this right... 
		maintained focus, didn't get 
		emotional and tried not to terrify 
		you.

				SIMON
			(scared shitless)
		Terrify me?

				JACKIE
		See, he's right. I need the 
		cards.
			(reading from cards)
		Simon, you're broke.

	ANGLE ON VERDELL

	as their conversation continues -- the dog is distressed.

				JACKIE (O.S.)
		The medical bill are 61 thousand 
		now. I've spoken to your parents 
		and they didn't hang up or 
		anything -- they just said they 
		would feel strange calling you.

				SIMON (O.S.)
		Well, I can't reach them.

	Verdell walks out on the terrace and looks off. He turns 
	for:

				SIMON
			(to Verdell)
		Here, baby...  what is it, 
		Verdell?...  You miss the tough 
		guy... 
			(trying to be 
			Melvin-like)
		Well, here I am, you little pissant 
		mop, happy to see me? How about 
		another ride down the chute? Oh, 
		God...  I don't mean it, 
		sweetheart... 
			(on Jackie's look)
		I'm sorry. I know... 

	Verdell hides behind a chair.

				JACKIE
		Frank loves you. You know that... 
		but I've spoken to him and he 
		feels that --
			(reading from card)
		-- as a businessman, with limited 
		resources... 

				SIMON
		I'll be able to keep my apartment 
		and studio, won't I?...  Just tell 
		me.

	As Jackie looks at him then thumbs for a card.

				SIMON
			(overwhelmed)
		Wow... 

	Verdell has come near him -- he reaches out a hand to pet 
	the dog and the dog ducks.

	INT. MELVIN'S APARTMENT - DAY

	He is trying to write. He can't. His world has been upset. 
	He walks away from his work -- a highly unusual act. He 
	is distressed -- and then an idea and he exits.

	INT. PUBLISHER'S OFFICE - DAY

	We are looking at ZOE, the receptionist. She is listening 
	with interest to an O.S. conversation while answering 
	phone calls, "Premier Publishing."

				FEMALE EXECUTIVE (O.S.)
		Yes, you write more than anyone 
		else. Yes, you make us a lot of 
		money, but isn't there someone 
		more appropriate to... 

				MELVIN (O.S.)
		I need this. Just say, "Melvin, 
		I'll try," okay?

				FEMALE EXECUTIVE (O.S.)
			(resigned)
		Melvin, I'll try.

	They appear now -- the woman tall, attractive, etc. She 
	pauses at the elevator.

				FEMALE EXECUTIVE
		Now, on a pleasant note, our son 
		got accepted at Brown. My 
		husband... 

				MELVIN
			(curtly)
		Great, wonderful. I don't need 
		you to wait with me.

	She nods, pissed, waves and leaves. As Melvin waits, Zoe 
	summons her moxie.

				ZOE
		I can't resist. You usually move 
		through here so quickly and I have 
		so many questions I want to ask 
		you. You have no idea what your 
		work means to me.

				MELVIN
		What's it mean?

				ZOE
		That somebody out there knows what 
		it's like to be... 
			(taps her head and heart)
		in here.

				MELVIN
		Oh God, this is like a nightmare.

				ZOE
		Aw come on, just a couple of 
		questions -- how hard is that?

	As he hits the button, wipes his fingers, hits the button 
	etc.

				ZOE
		How do you write women so well?

				MELVIN
			(as he turns 
			toward her)
		I think of a man and take away 
		reason and accountability.

	The fan is jolted as the elevator doors open and close.

	EXT. STREET NEAR CAROL'S BUILDING - DAY

	A depleted, exhausted Carol approaches her home. She is 
	suddenly wary -- SOUND DIALED DOWN -- as we MOVE CLOSER.

	CAROL'S POV

	A car at the curb with "MD" license plate.

	BACK TO SCENE

	As Carol breaks into a run.

	INT. CAROL'S APARTMENT BUILDING, STAIRWAY/HALLWAY - DAY

	As she bounds the stairs, comes to her apartment door and 
	jiggles with the keys, a strange prescient whimpering 
	sound coming from her. As she enters the apartment.

				CAROL
		Hello? Hello?

				VOICE (O.S.)
		Mrs. Connelly, I'm in here.

	The worst confirmed, she moves down the narrow hallway, 
	her innards squirting the same chemicals that drives elk 
	on opening day of the hunting season.

	INT. SPENCER'S ROOM - DAY

				CAROL
		What? Please? Now? Tell me?!

				DR. BETTES
		Mrs. Connelly. I'm Martin Bettes
		...  Dr. Bettes.

				CAROL
		Not your name...  what are you 
		telling me your name for!! Where 
		is he?

				DR. BETTES
		He's in the bathroom...  He's fine.

				CAROL
			(overlapping)
		Tell me how bad it is. I let him 
		go out last night when it was so 
		cool without an overshirt -- just 
		and underone with just the straps 
		and I know better...  and I let him 
		talk me into it. He was whining 
		and...  you don't need this. Give 
		me a second to catch hold.

	And so she does. Wow does she... and gives us some 
	notion of the size of her fear demon and the strength it 
	takes to subdue it as Dr. Bettes keeps reassuring her and 
	she keeps nodding... finally a deep breath as Spencer 
	enters from the bathroom. All at hyper speed now. 
	Salvation as farce.

				SPENCER
			(to his mother)
		Hi... 
			(they kiss)
		Did you know there are doctors who 
		come to your house?

				CAROL
		No, I didn't.
			(to Bettes)
		So why are you h... 

	Beverly, Carol's mother, enters the room. She is ebullient 
	which, if life allowed, would be her natural state.

				BEVERLY
		I didn't know you had a secret 
		admire.

				CAROL
		Huh?

				BEVERLY
		You met the gift.

				SPENCER
		He's good...  And I'm an expert on 
		doctors.

				CAROL
			(to Spencer)
		Stay out of this...  Doctor?

				DR. BETTES
		My wife is Melvin Udall's 
		publisher.
			(as Carol reacts)
		She says I have to take great care 
		of this guy because you're 
		urgently needed back at work. 
		What work do you do?

				CAROL
		I'm a waitress.

	ON Dr. Bettes' reaction her mother adds a saving grace.

				BEVERLY
		In Manhattan.

				VOICE (O.S.)
		Dr. Bettes?

				DR. BETTES
		In here.

	A NURSE enters.

				NURSE
		Sorry it took so long. I don't 
		know Brooklyn.

				DR. BETTES
		It's okay, Terry.
			(hands her blood 
			vail)
		Tell the lab I'd like the report 
		back today.

	Carol and her mother exchange a look of incredulity.

				CAROL
		You're going to get the results 
		today?!

	MOVING SHOT

	As we approach the doctor and Carol seated across from 
	each other at a small table... soft voices...  relaxation. 
	Bettes is examining medicine bottles.

				DR. BETTES
		How long has he been having 
		problems?

				CAROL
		Since forever.

				DR. BETTES
		Have they done blood tests on him?

				CAROL
		Yes.

				DR. BETTES
		Only in the emergency room or when 
		he was well.

				CAROL
		Emergency room only.

				DR. BETTES
		Have they done skin testing for 
		allergies?

				CAROL
		No.

				DR. BETTES
		They haven't done the standard 
		scratch test. Where they make 
		small injections into the skin?

				CAROL
		No. I asked. They said it's not 
		covered under my plan. And it's 
		not necessary anyway.

				DR. BETTES
		It's amazing these things weren't 
		done.

				CAROL
		Fucking H.M.O. bastard piece of 
		shit...  I'm sorry...  forgive me.

				DR. BETTES
		No. Actually, I think that's 
		their technical name.

				CAROL
		Once the tests come back, is there 
		someone I can reach in your office 
		for the results?

				DR. BETTES
		Me. My home number is on this 
		card.

				CAROL
		His home number.

	Carol look at her mother -- they share a laugh. Beverly 
	has a hard time stopping.

				CAROL
			(to doctor)
		Do you want some juice or coffee 
		or two female slaves?

				DR. BETTES
		Water...  Nobody told you it might 
		be a good idea to remove the 
		carpeting and drapes in Spencer's 
		room?

				CAROL
		No.

	She starts towards Spencer's room.

				DR. BETTES
		You don't have to do it this 
		second...  it's not dangerous or 
		anything. It's just something 
		that's advisable. Look, there's 
		a lot to be checked but...  Hey, 
		your son is going to feel a 
		good deal better at the very 
		least... 

	She pats his head...  Then embraces him with fierce 
	intimacy.

				CAROL
		Doc!!!
			(then)
		So listen, you gotta let me know 
		about the additional costs -- one 
		way or the other we'll... 

				DR. BETTES
		They're considerable. But Mr. 
		Udall wants to be billed.

	She takes this as a blow to the heart, stomach and groin.

	INT. SIMON'S APARTMENT - DAY

	Simon practices walking using his cane. A tearstained 
	Nora hugs him good-bye.

				NORA
		You poor, poor man.

				SIMON
		Let's use just one poor, okay? 
		Anyway, dear, thanks for 
		everything. Forgive my recent 
		crankiness and as soon as things 
		are on track again I'll call.

	She kisses him and starts for the door and suddenly a 
	sharp intake of breath -- she's forgotten something.

				SIMON
		What's wrong?

				NORA
		Who's going to walk Verdell?

	Simon hadn't thought of this either.

				SIMON
		No, no.

	INT. APARTMENT BUILDING (NEW YORK) - HALLWAY - DAY

	Nora holding her things, knocks on Melvin's door. Melvin 
	opens the door. Nora is still sniffling. He misinterprets.

				MELVIN
		Is he dead yet?

				NORA
		No! Would there be any way for 
		you to be willing to walk his dog 
		for him?

				MELVIN
		Absolutely.

				NORA
		Not just today -- Uh, could you 
		do it -- until, until he gets 
		back on his feet?

				MELVIN
		Sure thing.

				NORA
		You're a wonderful man. Two 
		o'clock is a good time. Here's 
		the key in case he's asleep. Open 
		the curtains for him, so he sees 
		God's beautiful work and knows 
		that even things like this happen 
		for the best.

				MELVIN
		Where'd they teach you to talk 
		like this -- some Panama City 
		"Sailor want to hump-hump bar"? 
		Or was today getaway day and your 
		last shot at his whiskey. Sell 
		crazy some place else -- we're all 
		stocked up here.

	He closes the door in her face. She stands there... 
	thrown by the abruptness -- then lifts the two paper 
	shopping bags holding her things -- walks back toward the 
	elevator -- pausing briefly outside Simon's door -- then 
	continues on her way.

	INT. CAROL'S APARTMENT

	The doctor gone, mother and daughter arguing.

				CAROL
		There is a seriously goofy man 
		behind this. You are not allowed 
		to block out that fact.

				BEVERLY
		Do you really want to go back to 
		the runt doctors in Emergency who 
		keep telling us they can't help?

				CAROL
		It lets a crazy man into our 
		lives.

				BEVERLY
		Come on. Why fight when we know 
		how it will come out. This isn't 
		like stocking or a string of 
		pearls. You don't send this one 
		back.

	EXT. NEW YORK APARTMENT - ESTABLISHING - DAY

	INT. SIMON'S APARTMENT - DAY

	Shades drawn. Simon is a wheelchair...  the PHONE RINGS. 
	He goes to answer... the phone across the bed so that 
	reaching for the phone is a brief but difficult 
	struggle... he grunts with pain, hope and anxiety as he 
	answers.

				SIMON
		Hello?...  yes...  sure...  finally, 
		huh? Why, "finally"? Because I 
		called you so many times. Maybe 
		20.
			(relief)
		Oh, boy...  I was hoping it was 
		something like that. You didn't 
		get one of them, huh? 'Cause I 
		mean it wasn't only your office -- 
		it was your home, hotel and the 
		cigar club you like in San 
		Francisco. No -- Sarcastic...  Of 
		course. I believe you. No, don't 
		fire anyone...  Please. Maybe I'm 
		wrong about the 20 times. Take a 
		breath... 
			(more)
		So, you miss me a little? Hey, 
		strike the question -- How's the 
		case going? Really. Fantastic. 
		I didn't hear. I haven't been 
		watching. Great. Just great. 
		I'm so happy. Whoopie! Me? 
		Well, I'm mending. No, I look 
		fine. Well, some of the damage 
		might still be noticeable if you 
		look closely... 

	He runs a hand across his scarred and still bloated and 
	beaten face... 

				SIMON
		Carl, I need some help and you're 
		the logical one to turn to.
			(aghast)
		No! Not 'cause I blame you for 
		what happened. I hardly get how 
		you can ever think that. No, I'm 
		not being sarcastic.
			(trying to figure it 
			out)
		I guess because you hired the guy 
		who did this you think...  No, I am 
		a sarcastic person. Well, if 
		you must know, the reason I said 
		you were the logical person is 
		because you always told me how you 
		thought I was this great person 
		who made you feel good about 
		humanity and everything. You do 
		remembering saying that? Well, whew. 
		Okay, so Carl. I hate asking but 
		this money thing is ridiculously 
		serious... 

	He picks up an index card from his night stand and takes 
	the leap -- reading the text he prepared in advance.

				SIMON
		"Will you please loan me money? I 
		will pay you back. I will give 
		you whatever percentage of my 
		income I don't absolutely need 
		until I do. It will take a while. 
		But I don't know what I'll do if 
		you say"... that.
			(as he listens)
		I understand...  yes...  No, I do.
			(a bit of boldness)
		But you know, you know -- you 
		didn't even ask how much, Carl? 
		Well, Frank has no right to 
		discuss how much I'm in hock... 
		no, you're right -- not the point. 
		So...  what have you been up to??? 
		Uh-huh... Oh, the group show...  
		how was it? Well, I'm not 
		surprised that there's that much 
		talent around...  great...  Look -- 
		gotta go...  no, you shouldn't feel 
		that way at all...  take care, you, 
		too...  you, too...  Good-bye.
			(as he hangs up)
		Pal o' mine.

	It's very quiet.

	LONG SHOT - SIMON

	A lonely figure -- who now holds his good hand up to his 
	face and appears on the verge of enormous emotional 
	release -- CAMERA MOVES TOWARD him as if to rendezvous 
	with the moment of catharsis... 

	...  but Simon is denied even this small luxury as the 
	CAMERA ABRUPTLY ADJUSTS just as he begins sobbing to 
	focus on the door opening and Melvin and Verdell entering 
	the room.

				MELVIN
		Maybe I'll bring him some food by.

				SIMON
		Thank you for walking him.

	Simon wheels away from Melvin.

				SIMON
		If you'll excuse me I'm not 
		feeling so well.

				MELVIN
		It smells like shit in here?

				SIMON
		Go away.

				MELVIN
		That cleaning woman doesn't... 

				SIMON
		Please, just leave.

				MELVIN
		Where are all your queer party 
		friends?

				SIMON
			(his first shout)
		Get out.

	Melvin pauses -- Simon weeping... Verdell looks at Simon 
	with concern. Melvin is thrown. Moved?

				SIMON
		Nothing worse than having to feel 
		this way in front of you?

				MELVIN
		Nellie, you're a disgrace to 
		depression.

				SIMON
		Rot in hell, Melvin.

				MELVIN
		No need to stop being a lady... 
		quit worrying -- you'll be back on 
		your knees in no time.

	Simon swings his arm and cast at Melvin -- the sudden 
	attack jolts Melvin but not as much as what follows.

				SIMON
		Is this fun for you? Well, you 
		lucky devil...  It just gets better 
		and better. I am losing my 
		apartment and Frank wants me to 
		promise to paint hotter subjects 
		and to beg my parents, who haven't 
		called, for help... and I won't. 
		And I don't want to paint anymore.

	Melvin has made for the door...  Simon blocks him.

				SIMON
		So the life I was trying for is 
		over. The life I had is gone and 
		I am feeling so damn sorry for 
		myself that it is difficult to 
		breathe. Right times for you -- 
		huh, Melvin. The gay neighbor is 
		terrified... 
			(a sudden screamed 
			word surprises them 
			both)
		Terrified...  Lucky you, you're 
		here for rock bottom...  me 
		wallowing in self-pity in front of 
		you, you absolute horror of a 
		human being... 

	As Simon works to stop crying, Melvin is weird with 
	discomfort.

				MELVIN
		Well, I'll do one thing for you 
		that might cheer you up.

				SIMON
		Get out.

				MELVIN
		Don't piss on a gift, tough guy. 
		You want to know why the dog 
		prefers me...  it's not affection. 
		It's a trick.

	Simon looks up, his mood turning on a dime -- he's 
	rapt...  Melvin comes and stands by his wheelchair.

				MELVIN
		I carry bacon in my pocket.

				SIMON
			(pleased)
		Oh, my gosh.

				MELVIN
			(hands him bacon)
		Now we'll both call him.

				SIMON
		Come on, sweetheart... 

				MELVIN
		Yo, yo, yo... 

	Verdell goes like a bullet to Melvin... who is totally 
	surprised and staggered by the implications. True love 
	and such.

				SIMON
		Would you leave now, please?

				MELVIN
		Stupid dog.
			(to Simon)
		I don't get it.

	He exits...  looking apologetically at Simon in stoic 
	ruin.

	INT. CAROL'S APARTMENT - LIVING ROOM - NIGHT

	Carol in bed on the pullout sofa...  She is in turmoil... 
	there is THUNDER, but no rain. She walks to the kitchen. 
	She is trembling as she drinks a glass of water and exits.

	INT. BEVERLY BEDROOM - NIGHT

	The room is on an air shaft and this is where Carol 
	shares a closet with her mother, who is now asleep.

	Carol quietly extracts a dress from the closet, leaving 
	her nightgown on the floor. There is something sexy 
	here, the woman in Carol churning. She plops on a summer 
	dress -- no time for underwear.

	EXT. BROOKLYN STREET - NIGHT

	Carol seeing a bus and dashing after it.

	EXT. MANHATTAN BRIDGE - TWO AM

	Carol crossing to Manhattan. She looks as if she's on 
	her way to some final exam where she has no notion of the 
	subject.

	EXT. NEW YORK CITY STREET - NEAR MELVIN'S BUILDING - 
	NIGHT (RAIN)

	Hot summer night as she gets off the bus and now the 
	rains come...  We are in a familiar neighborhood.

	ANGLE ON MELVIN AND SIMON'S APARTMENT HOUSE

	As Carol consults the slip of paper with the address on 
	it.

	INT. NEW YORK APARTMENT BUILDING - NIGHT (RAIN)

	As she enters building and realizes it's not just that 
	she's wet -- the thin summer dress is a winner in any wet 
	T-shirt contest...  the fabric clinging to her breasts, 
	like the old movie poster of The Deep.

	INT. NEW YORK APARTMENT BUILDING - HALLWAY - NIGHT

	As Carol passes Simon's door...  stands in front of 
	Melvin's apartment -- twists herself to ease nervousness 
	and knocks on the door...  then RINGS the BELL. Finally 
	Carol hears MUFFLED THROAT CLEARING on the other side 
	of the door.

				CAROL
		Uh, Udall?

				MELVIN (O.S.)
		Carol the waitress?

				CAROL
		Yes.

	As we hear him unlock the door, Carol looks at her 
	breasts and gasps. She grasps the fabric and holds it 
	straight out just as Melvin opens the door. His hair is 
	static city, standing on end as he periodically gives it 
	self-conscious pats.

				CAROL
		The doctors had your billing 
		address. I'm sorry about the 
		hour.

				MELVIN
		I was working...  can't you just 
		drop me a thank-you note?

				CAROL
		That's not why I'm here... 
			(tearing suddenly)
		...  though you have no idea what 
		it's like to have a real 
		conversation with a doctor about 
		Spencer... 

				MELVIN
			(very uncomfortable)
		Note. Put it in the note.

				CAROL
		Why did yo do this for me?

				MELVIN
		To get you back at work so you can 
		wait on me.

				CAROL
		But you do have some idea how 
		strange that sounds??? I'm 
		worried that you did this 
		because... 

	She pauses -- the beginning of an extraordinarily long 
	silence. Finally.

				MELVIN
		You waiting for me to say 
		something?
			(as she shakes her head)
		What sort of thing do you want? 
		Look, I'll be at the restaurant 
		tomorrow.

				CAROL
		I don't think I can wait until 
		tomorrow. This needs clearing up.

				MELVIN
		What needs clearing up?

				CAROL
			(strong and true)
		I'm not going to sleep with you. 
		I will never, ever sleep with you. 
		Never. Not ever.

	Melvin's reaction? Well, he'll never get credit for the 
	brief but intense inner struggle -- the struggle not to 
	scream --

	-- not to cry -- to process the sudden and stunning hurt 
	during his half turn away from her -- and then answer 
	hoarsely.

				MELVIN
		I'm sorry. We don't open for the 
		no-sex oaths until 9 a.m.

	Carol is amused, surprised...  maybe, in some small way 
	ever taken by his style...  but top priority is clarity.

				CAROL
		I'm not kidding.

				MELVIN
		Okay!!!! Anything else?!?

				CAROL
		Just how grateful I am.

	Her mission completed -- she turns.

				MELVIN
		So you'll be at work?

				CAROL
		Yes.

	INT. MELVIN'S APARTMENT - NIGHT

	It's a 3:22 a.m. as the two digital clocks on Melvin's 
	night stand tell us...  He gets up -- the first time we've 
	seen his waking routine -- taps one foot on the floor 
	twice -- then the other foot -- two more taps and his 
	body angles from the bed in a deliberate way.

	He is having anxiety. He sits at the piano and plays 
	very briefly...  Stops -- wipes some sweat from his 
	forehead...  Walks to his computer room -- turns the light 
	on and then quickly off...  Walks to his refrigerator... 

	INT. MELVIN'S APARTMENT, KITCHEN, INSIDE REFRIGERATOR - 
	NIGHT

	As he grabs a cardboard take-out box... 

	INT. NEW YORK APT. BUILDING - HALLWAY/SIMON'S APT.
	
	He knocks of Simon's door...  It opens quickly.

	SIMON'S APARTMENT

				MELVIN
		I took a chance you were up.

	Simon walks painfully back to a chair.

				MELVIN
		I brought you Chinese soup.

				SIMON
		Thanks.

				MELVIN
		I have never been so tired in my 
		life. Okay, if I sit here?

				SIMON
		Got any easier questions?

	Melvin sits and moans -- the dog sitting near him.

				MELVIN
		I haven't been sleeping. I 
		haven't been clear or felt like 
		myself. I'm in trouble. Some son 
		of a bitch is burning my bridges 
		behind my back...  But the 
		tiredness -- boy...  Not just 
		sleepy.

				SIMON
		But sick -- nauseous -- where 
		everything looks distorted and 
		everything inside just aches -- 
		when you can barely get up the 
		will to complain.

				MELVIN
			(brightening)
		Yeah... 

	He feels a touch of community and not knowing where to 
	take it from here.

				MELVIN
		I'm glad we did this.

	He rises and makes an awkward exit.

				MELVIN
		Good talking to you.

	He exits -- Simon puzzled and concerned.

	INT. CAROL'S APARTMENT - NIGHT

	Carol seated working on a letter... She is trying to 
	express her gratitude... An enormous sheaf of completed 
	pages sit next to her... She is so involved she doesn't 
	even look up as a young man, SEAN, knocks on the door and 
	is let in by Beverly.

	They exchange greetings and move inside where we faintly 
	hear Spencer greeting him... We MOVE IN and read over 
	Carol's shoulder -- "I'm sorry to have gotten sloppy and 
	emotional in this letter, but it would have been on my 
	conscionce (sic) forever if I didn't tell you how 
	gratefull (sic)... "

				BEVERLY
		You're not still writing that 
		thank-you note?

				CAROL
		I'm on the last page. How do you 
		spell conscience?

				BEVERLY
		C-o-n-s-c-i-e-n-c-e. I got Sean 
		from the bakery to baby-sit so 
		let's go out.

				CAROL
		I still don't feel safe leaving 
		Spencer with someone. How do you 
		spell it again?

				BEVERLY
		Spencer is okay. You'd better 
		start finding something else to do 
		with your free time. If you can't 
		feel good about this break and 
		step out a little... 
			(struts and pumps 
			her arms)
		You ought to get Mr. Udall to send 
		you over a psychiatrist.

				CAROL
			(more emotionally 
			than she intended)
		I don't need one 'cause I know 
		what's really going on here. I 
		have to finish this letter or 
		I'll go nuts.
			(looking at paper; 
			weepy)
		This can't be right -- con-
		science.

	Carol breathes heavily -- gets control, stopping herself 
	on the brink of crying.

				BEVERLY
		Carol. What?

	Carol is amazed at herself... that she might not be able 
	to stem the flow... wide-eyed with apprehension, she 
	looks at her mother, who, in return, only nods permission 
	for Carol to let it go. A last defiant snort from Carol 
	-- and then she is overwhelmed. The headline comes first.

				CAROL
		I don't know... It's very strange 
		not feeling that stupid panic 
		thing inside you all the time. 
		Without that you just start 
		thinking about yourself -- and 
		what does that ever get anybody. 
		Today, on the bus there was this 
		adorable couple and I felt myself 
		giving them a dirty look -- I had 
		no idea everything was... 

				BEVERLY
		Go ahead.

				CAROL
			(great, forceful 
			hand gestures)
		... moving in the wrong 
		direction... Away from when I 
		even remembered what it was like 
		to have a man to... anything... 
		hold fucking -- sorry -- hands 
		with, for Christ's sake. I was 
		feeling like really bad that Dr. 
		Bettes is married.
			(this next one's 
			tough)
		Which is probably why I make poor 
		Spencer hug me more than he wants 
		to... Like the poor kid doesn't 
		have enough problems. He has to 
		make up for his mom not getting 
		any.
			(weeps at her 
			insight)
		Oh, boy. Who needs these 
		thoughts?

				BEVERLY
		Spencer's doing fine. So what are 
		you saying, that you're frustr... 

				CAROL
		Leave me be! Why are you doing 
		this? Why are you picking at my 
		sores... What is it that you 
		want?... You want what? What's 
		with you? I hope getting me 
		thinking of everything that's 
		wrong when all I want is to not 
		do this has some purpose.
			(puffy; red; 
			furious)
		What is it, Mom? No kidding.

	Slumped, fought out -- Carol gets out one last, naked 
	husky voiced question.

				CAROL
		What is it you want? What?

				BEVERLY
		I want us to go out.

	A beat, then.

				CAROL
			(simply)
		Okay.

	INT. CAROL'S APT, SPENCER'S ROOM, HALLWAY - NIGHT

	As they enter, still wiping away the effects of their 
	cry.

				CAROL
			(to Sean)
		We're going out.

				SEAN
			(looking at their 
			red eyes)
		Looks like fun.

	She kisses Spencer -- almost getting involved in what 
	he's doing -- then sees her mother waiting.

				CAROL
		Okay -- we're out of here. I love 
		you.

	Spencer nods -- involved with Sean. CAMERA FOLLOWS Carol 
	as she exits the apartment -- her mother leading. 
	Halfway down the stairs, she stops and reverses herself, 
	going back to the apartment which she re-enters -- then 
	to her son to ask:

				CAROL
		Do you love me?

				SPENCER
		Uh-huh.

	Carol exits.

	EXT. STREET - NEAR CAROL'S BLDG. (MOVING) - DAY

	Beverly and Carol walking past the store windows. A 
	simple and unprecedented experience in their recent 
	lives.

				BEVERLY
		Nice to get out, isn't it?

	Carol nods tightly... then they wrap arms around each 
	other and continue walking, turning into a corner bar.

	INT. CAROL'S RESTAURANT - CLOSE ON CAROL - DAY

	As Carol stands nervously while Lisa finishes reading her 
	14-page letter. In the b.g. Melvin and Frank are seated 
	at the same table and in earnest conversation. Lisa 
	keeps flicking away tears -- a few drops on the pages.

				CAROL
		Don't get it wet.

	Lisa brushes the paper -- finishes and embraces Carol.

				CAROL
		So it's okay?

				LISA
		You almost have me liking him. 
		You sure come from the heart. I 
		never knew what you went through 
		with everything.

				CAROL
		I wanted him to know how much he'd 
		done.
			(looking over)
		Can you believe he's eating with 
		someone.

	ON MELVIN & FRANK

				MELVIN
		It's not my dog and this Simon 
		seems to have enough on his mind 
		-- but he did throw up twice and 
		his spark is off.

				FRANK
		Sure -- take him to the vet.

				MELVIN
		I did. And his stomach is out of 
		whack. So they need him for a 
		couple of days.

				FRANK
		Do it.

				CAROL
		Melvin.

	She self-consciously hands him with the thick envelope.

				MELVIN
		What's this?

				CAROL
			(sotto)
		A thank-you note for what you did 
		for me.

	He hands it back to her deliberately. She takes it and 
	walks back to the service area where, embarrassed, 
	confused, and messed with -- she tosses the note.

	After Carol leaves... 

				FRANK
		She's nice.

				MELVIN
			(to Frank)
		Really nice. Shouldn't that be a 
		good thing... telling someone, 
		'no thanks required.'

				FRANK
		It looks like it really went over. 
		You're sure making the rounds. 
		Simon says you brought him soup 
		last night. I hope he doesn't 
		write you a note.

	Melvin looks up -- wary -- his brain sends a disturbing 
	message.

				FRANK
		What?

				MELVIN
		"What?" Look at you... You sense 
		a mark.

				FRANK
		Hey -- you called me... I... 

				MELVIN
		About a dog.

				FRANK
		Yeah, but it's all about Simon 
		now... you helped with the dog... 
		And now there are other things. 
		I'm just as concerned as you are 
		about Simon.

				MELVIN
		Concerned. I'm just the hall 
		monitor here.

				FRANK
		It's not only financial 
		assistance. What he's got to do 
		is go to Baltimore tomorrow and 
		ask his parents for money. It's 
		not going to happen on the phone.

				MELVIN
		Yeah. If his parents are alive 
		they've got to help -- those are 
		the rules. Good.

				FRANK
		Yes. And tomorrow? I have a high 
		maintenance selling painter coming 
		through... So I'm out. Can you 
		take him?

				MELVIN
		Think white and get serious.

	Carol enters scene.

				FRANK
		Take my car -- a convertible. Do 
		you drive?

				MELVIN
			(loudly)
		Like the wind but I'm not doing 
		it.

				CAROL
		Getting loud, getting loud.

				MELVIN
		He wants me to take his car and 
		his client to Baltimore.

				CAROL
		I want your life for a minute 
		where my big problem is someone 
		offers me a free convertible so I 
		can get out of this city.

	She exits. Frank prepares to depart.

				MELVIN
		Okay. I'll take him. Get him 
		packed -- ready -- tomorrow 
		morning.

	Frank stumbles back... self-satisfied, he relaxes.

				MELVIN
			(excited)
		Okay... so I'll see you tomorrow. 
		Let's not drag this out. We don't 
		enjoy another that much.

				FRANK
		If there's some mental health 
		foundation that raises money to 
		help people like you be sure to 
		let me know.

				MELVIN
		Last word freak.

	Frank adjusts and exits... Carol approaches calling a 
	"good-bye" to him.

				CAROL
		So. Anything else?

				MELVIN
		Yes. I'm going to give my queer 
		neighbor a lift to Baltimore.

				CAROL
		Okay.

				MELVIN
		Hey, what I did for you is working 
		out?

				CAROL
			(a breath; then)
		What you did changed my life.

	She offers him the note.

				MELVIN
		No... no thank you notes.

				CAROL
		Well, part of what I said in this 
		entire history of my life which 
		you won't read is that somehow 
		you've done more for my mother, my 
		son and me, than anyone else ever 
		has... And that makes you the most 
		important, surprising, generous 
		person I've ever met and that you 
		be in our daily prayers forever.

				MELVIN
		Lovely.

				CAROL
		I also wrote one part... I wrote 
		I'm sorry... I was talking about I 
		was sorry when I got mad at you 
		when you came over and you told my 
		son that he ought to answer back 
		so I wrote that.
			(reading from the 
			letter, Melvin 
			wildly uncomfortable)
		I was sorry for busting you on 
		that... and I'm sorry for busting 
		in on you that night... when I 
		said I was never... I was sorry 
		and I'm sorry every time your food 
		was cold and that you had to wait 
		two seconds for a coffee filler... 

	Melvin wants to disappear but Carol is getting into it -- 
	emotionally moved by her own words.

				CAROL
		... and I'm sorry for never 
		spotting, right there at the table 
		in the restaurant, the human being 
		that had it in him to do this 
		thing for us... You know what, I'm 
		just going to start from the 
		beginning... I have not been able 
		to express my gratefulness to 
		you... even as I look at the word 
		"grateful" now it doesn't begin to 
		tell you what I feel for you... 

	And finally Carol notes Melvin's mood and pauses.

				MELVIN
		Nice of you... thank you.

				CAROL
		Thank you.

				MELVIN
		Now I want you to do something for me.

	She looks at him for a very strange, long beat.

				CAROL
		Oh, I'm sorry... Didn't I say, 
		"what?" I thought I said, 
		"what?"... What?

				MELVIN
		I want you to go on this trip.

				CAROL
		No, sir... 

				MELVIN
		I can't do this alone. I'm afraid 
		he'll pull the stiff one eye on 
		me. I need you to chaperon. 
		Separate everything but cars. You 
		said you liked convertibles. Now 
		I'm on the hook.

				CAROL
		The stiff one eye?

				MELVIN
		Two days.

				CAROL
		I can't. I work.

				MELVIN
		You take off when you have to.

				CAROL
		My son.

				MELVIN
		Bettes tells me he's doing fine.

				CAROL
			(no other way)
		Melvin, I'd rather not.

				MELVIN
		What's that got to do with it?

				CAROL
		Funny, I thought it was a strong 
		point.

				MELVIN
		Write me a note and ain't she 
		sweet. I need a hand and where'd 
		she go.

				CAROL
		Are you saying accepting your help 
		obligates me!?

				MELVIN
		Is there another way to see it?

				CAROL
		No.

	INT. CAROL'S APARTMENT - BEVERLY'S BEDROOM - NIGHT

	Carol takes an old weekend case down from the top shelf 
	of the closet.

				CAROL
		Well, here's a little suitcase 
		shocked that it's been used.

	She holds up a dress -- a pretty one... then decides it's 
	too pretty and puts it back... Now she looks in another 
	drawer and pauses as if she ponders one of the mysteries 
	of the ages. She hesitates then talks to herself.

	INSERT -- UNDERWEAR DRAWER

	Her best underwear neatly stacked alongside her everyday 
	"girl Jockies." She fingers the good stuff -- puts it 
	back -- then the everyday -- hesitates.

				CAROL
			(furiously exasperated)
		There's not way to pack for this 
		trip... well, I'll tell you -- I'm 
		not packing the camera.

	As she exits the room --

	INT. CAROL'S APARTMENT - KITCHEN - NIGHT

	As she picks up the phone.

	INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

	Melvin is in his bedroom -- everything he's taking neatly 
	stacked on the bed waiting to be packed (he is taking a 
	camera). He has a list of what he needs. All items -- 
	underwear, socks, etc... with four checks next to each 
	one and still he -- checks each stack on the bed and adds 
	another check. The PHONE RINGS. This is an amazing 
	development. He has almost no recent experience with 
	receiving a nighttime phone call. He makes a little 
	comment to himself as he moves.

				MELVIN
		Woo-woo.

	He stops -- briefly trying to remember where the phone is 
	-- and then, remembering, crosses and picks it up but 
	before bringing it to his mouth nervously clears his 
	throat.

	ON CAROL

	As she hears his throat being cleared. It is not a 
	pretty sound. (The following conversation is INTERCUT.)

				CAROL
		Hello?

				MELVIN
		Are you still coming?

				CAROL
		Yes.

	Melvin visibly relaxes.

				CAROL
		Melvin... I'd like to know exactly 
		where we are going.

				MELVIN
		Just south to Baltimore, Maryland. 
		So I know what you're going to ask 
		next.
			(correcting himself)
		That you might ask -- I'm not 
		certain.

				CAROL
		There's... there's no need to 
		bring anything dressy... or... I 
		mean -- I didn't know if we'd be 
		eating at any restaurant that 
		have dress codes.

				MELVIN
		Oh.
			(a beat)
		We might. Yes. We can. Let's.

				CAROL
		Okay, gotcha. What did you think 
		I was going to ask?

				MELVIN
		Whether crabs are in season there 
		now... 

				CAROL
		Oh. Okay, then -- Melvin. Good 
		night.

	INT. CAROL'S APARTMENT - BEVERLY'S BEDROOM - NIGHT

	Beverly looks up expectantly as her daughter enters.

				BEVERLY
		How was it talking to him?

				CAROL
		Stop treating this like I'm going 
		away with a man. He's just going 
		to say those crappy, sick, 
		complaining, angry things to me. 
		I hate this, Mom -- I hate this. 
		He's a freak show -- the worst 
		person I ever met.

				BEVERLY
		Well, maybe he has nice friends.

	EXT. CAROL'S APARTMENT BUILDING - DAY

	Beverly and Spencer wait with her. The bus approaches. 
	She kisses them.

				CAROL
			(to Spencer)
		You stand there and I'll wave to 
		you from the back window.

	As she boards the bus.

				BEVERLY
		Call me as soon as you're settled.

				CAROL
			(to Spencer)
		I love you.

	The bus driver closes the doors on her -- she shoves them 
	open.

				CAROL
			(to bus driver)
		Sensitive, huh?!

	The bus pulls out. He runs after the bus -- waving at 
	his mother who grows concerned that he might be taxing 
	himself.

	INT. VETERINARIAN'S WAITING ROOM - DAY

	A female VETERINARIAN in surgical scrubs holds Verdell as 
	Melvin finishes filling out some forms.

	On opposite sides of the waiting room, a very large black 
	dog and a tiny Chihuahua sit patiently with their owners.

				VETERINARIAN
		Anything unusual in the dog's 
		diet?

				MELVIN
		No. Everybody gets their own 
		cage?

				VETERINARIAN
		Certainly.

				MELVIN
			(pointing to 
			Chihuahua)
		Put him in with that one, not that 
		one... 
			(pointing to large 
			dog)
		... Builds his confidence.

	EXT. BUS STOP NEAR APARTMENT BUILDING (NEW YORK) - DAY

	Carol disembarks.

	EXT. APARTMENT BUILDING (NEW YORK) - DAY

	As she walks and turns a corner.

	CLOSE ON CAROL

	The shot of the prisoner taking the walk toward the death 
	chamber. But the prisoner -- has grit -- her knees do 
	not buckle. She does not whimper. No prison "screws" 
	will have to support her weight. Still, the prospect 
	couldn't be grimmer.

	CAROL'S POV

	Melvin next to a spiffy convertible. Top down. Trunk open.

	CLOSER ON MELVIN

	He is wearing driving gloves and turns to witness the 
	tussle Frank and Simon are having just inside the 
	building.

				FRANK
		I'm sorry that I'm not taking 
		you.

				SIMON
			(upset)
		So am I, Frank.

	Frank starts to leave -- Simon stops him. They embrace.

				MELVIN
		Soak it up -- it's your last 
		chance at a hug for a few days.

	As Frank moves off Melvin sees Carol and his demeanor 
	changes... that quickly there is a shyness.

				CAROL
		Hi.

				MELVIN
		Thanks for being on time... Carol, 
		the waitress, this is Simon, the 
		fag.

				CAROL
		Hello... Oh, my God, who did that 
		to you?

				SIMON
		I, uh... I was... attacked. 
		Walked in on people robbing me. I 
		was hospitalized. I almost died.

				MELVIN
		Let's do the small talk in the 
		car. Load up.

	Carol puts her bag in the car.

				MELVIN
		I was going to do that for you.

				CAROL
			(taken aback)
		It's okay. No problem. Where 
		should we sit?

				MELVIN
			(totally non-plussed)
		I -- uh, I... Well, there is no 
		place cards or anything.

				CAROL
			(to Simon)
		Let me go in back. You look like 
		you need all the room you can 
		manage.

				SIMON
		That's very thoughtful.

				MELVIN
		Never a break. Never.

	Carol steps into the back. Melvin disappointed that he's 
	not sitting next to Carol... Carol is wedged in the small 
	back seat. She struggles to get her feet in. 

				MELVIN
		You're really jammed back there.

	He reaches for the latch between his legs and slides his 
	seat and, with some effort,  wrenches it forward giving 
	Carol more room and putting his right against the wheel. 
	She is startled by the gesture.

				CAROL
		Thanks, Melvin.

				MELVIN
		Welcome.

	And off they go. Simon and Carol stunned by the manners.

	EXT. 12TH STREET

	Turning onto Fifth.

				MELVIN
		I got the whole ride programmed.

	CAMERA FOLLOWS as Melvin goes to a rack of CDs -- all 
	carefully labelled. He selects and begins to play the 
	one marked "ICEBREAKER." It is a song which we clearly 
	and quickly judge as off the circumstances -- a quick 
	burst of "Y.M.C.A." Melvin STOPS the MUSIC and chuckles.

				MELVIN
		Just wanted to see what you'd do. 
		No, we have greatness here.

	He goes for another CD labelled "FOR USE TO REP THINGS 
	UP."

	The car turns onto Seventh as we hear BEAUTIFULLY 
	SELECTED MUSIC.

				CAROL (O.S.)
		Hey, I like this music.

	And, as the MUSIC PLAYS, Simon looks out.

	EXT. ROAD - DAY

	The three of them... Carol chattering away.

				CAROL
		I don't know the last time I've 
		been out of the city... Hey, my 
		arms are tanning. I used to tan 
		great. We gotta stop soon so'se 
		I can check on Spencer.

				SIMON
			(during the above)
		I'm sorry... I can't hear you. I 
		can't turn my head all the way 
		yet... tell her we can't hear her.

				MELVIN
		Doesn't matter. She's enjoying 
		herself. Consider it part of the 
		music.

	EXT. ROAD - DAY

	A short time later. Carol is now driving.

				CAROL
		I'm sure, Simon, they did 
		something real off for you to feel 
		this way... But when it comes to 
		your partners -- or your kid -- 
		things will always be off for you 
		unless you set it straight. Maybe 
		this thing happened to you just to 
		give you that chance.

				MELVIN
		Nonsense!

				CAROL
		Anybody here who's interested in 
		what Melvin has to say raise their 
		hands.

	Simon does not raise his hand. Simon and Carol have thus 
	declared their majority.

				SIMON
		Do you want to know what happened 
		with my parents?

				CAROL
		Yes. I really would.

				SIMON
		Well... 

				CAROL
		No, let me pull over so I can pay 
		full attention.

	Car pulling over toward parking spot.

	EXT. HIGHWAY - CURBSIDE - CONVERTIBLE - DAY

	She takes the car curbside and parks.

				CAROL
		Now go ahead.

	Simon looks back at Melvin as does Carol. He looks 
	innocent. Several beats -- Melvin almost says something 
	-- a hidden hand gesture from Carol stops him. Finally.

				SIMON
		Well, I always painted. Always. 
		And my mother always encouraged 
		it. She was sort of fabulous 
		about it actually... and she used 
		to... I was too young to think 
		there was anything at all wrong 
		with it... and she was very 
		natural. She used to pose nude 
		for me... and I thought or assumed 
		my father was aware of it.

				MELVIN
		This stuff is pointless.

				CAROL
		Hey -- you let him... 

				MELVIN
		You like sad stories -- you want 
		mine.

				CARL
		. Go ahead, Simon. Really. 
		Please. Don't let him stop you. Ignore him.

				SIMON
		Okay. Well, one day my father 
		came in on one of those painting 
		sessions when I was nine -- and he 
		just started screaming at her -- 
		at us -- at evil. And... 

				MELVIN
			(very quickly)
		... my father didn't leave his 
		room for 11 years -- he hit my 
		hand with a yardstick if I made a 
		mistake on the piano.

				CAROL
		Go ahead, Simon. Your father 
		walked in on you and was yelling 
		and... really, come on.

				SIMON
		I was trying to defend my mother 
		and make peace, in the lamest way. 
		I said, "she's not naked -- it's 
		art." And then he started hitting 
		me. And he beat me unconscious. 
		After that he talked to me less 
		and less -- he knew before I left 
		for college, my dad came into my 
		room. He held out his hand. It 
		was filled with money. A big wad 
		of sweaty money.
			(gathers himself)
		And he said to me, "I don't want 
		you to ever come back." I grabbed 
		him and I hugged him... He turns 
		and walked out.

	Carol, whose life has been rugged but basic, feels as 
	strange as she does moved by Simon's trauma which is so 
	much more complicated than her meat and potatoes 
	troubles. She looks out her window -- then kisses her 
	fingers and touches them to Simon's cheek. A nice, 
	understated, gesture of friendship.

				CAROL
		Well, you know -- I still stay 
		what I said. You've got to get 
		past it all when it comes to your 
		parents. We all have these horror 
		stories to get over.

	Melvin shifts INTO the FRAME.

				MELVIN
		That's not true. Some of us have 
		great stories... pretty stories 
		that take place at lakes with 
		boats and friends and noodle 
		salad. Just not anybody in this 
		car. But lots of people -- that's 
		their story -- good times and 
		noodle salad... and that's what 
		makes it hard. Not that you had 
		it bad but being that pissed that 
		so many had it good.

				CAROL
		No.

				SIMON
		Not it at all, really.

				MELVIN
			(a veteran's irony)
		Not at all, huh?!... Let's go to 
		the hotel. And if you're lucky 
		tomorrow Dad will give you another 
		wad of sweaty money.

	INT. HOTEL SUITE - LIVING ROOM/CARL'S ROOM - DAY

				MELVIN
		Two bedrooms and the sofa opens... 

	Carol is on the phone in the living room -- she hangs up.

				CAROL
			(to Simon)
		No answer... Maybe we should just 
		drive there tomorrow. Can I have 
		that one?

				MELVIN
		Yes... sure.
			(to Simon)
		I'll take the sofa.

	Carol walks into her room -- the nicest room she'll ever 
	have slept in... She goes to the phone and dials... 

				CAROL
			(into phone)
		Hello... Hi, Spencer... Why are 
		you out of breath? You did?!? 
		That is great... So great... So -- 
		no, wait a second, Spence... 

	INT. HOTEL SUITE - MELVIN AND SIMON'S HOTEL ROOM - DAY

	Melvin watches Simon struggle to unpack his especially 
	neat suitcase. Melvin is uncomfortable.

				MELVIN
		Can I ask you a personal question?

	Simon laughs loudly in apprehension squared.

				MELVIN
		Do you ever get an erection for a 
		woman?

				SIMON
		Melvin... 

				MELVIN
		Wouldn't your lie be a lot easier 
		if you were not... 

				SIMON
		You consider your life easy.

				MELVIN
		I give you that one... 
			(eyes suitcase)
		Nice packing.

	INT. HOTEL SUITE - LIVING ROOM - DAY

	Carol enters the common living room... Melvin is sitting 
	there. Carol is dealing with a number of unsettling new 
	factors in her life.

				CAROL
		My son was outside playing soccer. 
		I never saw him playing ball. Come 
		on, you guys -- take me out for a 
		good time... Take me out dancing.

				MELVIN
		Dancing?

				SIMON
		I can't, I'm exhausted.

	Carol walks to Simon and puts an arm on him. Melvin is 
	visibly disturbed by her gesture.

				CAROL
			(to Simon)
		I don't blame you... This is a 
		monumental first day out... You 
		sad or anything?

				SIMON
		No... Nervous. It would be very 
		rough, Carol, if you weren't 
		along.

				CAROL
		What a nice compliment.

	She gives Simon a kiss... Melvin deals with jealousy. 
	She turns to him.

				CAROL
		I'm happy. And you're my date. 
		Let's get dressed.

	She exits the room. Melvin unnerved.

				MELVIN
		I'm going to jump in the shower. 
		I'll be right with you.

	INT. HOTEL SUITE - NIGHT

	As Carol, dressed in a thrift shop find, enters the main 
	room of the suite and hears the SHOWER running -- she 
	sits down to wait -- through... 

	SERIES OF DISSOLVES

	Showing the enormous length of time which transpires until 
	finally a seriously clean Melvin emerges from the bathroom 
	through a cloud of steam. They exit.

	EXT. FIRST RATE RESTAURANT - NIGHT

	As they drive up.

				VALET
		Good evening, sir.

				MELVIN
		They sell hard shell crabs here?

				VALET
		Yes.

	INT. FIRST RATE RESTAURANT - NIGHT

	As they enters... 

				HEAD WAITER
		Good evening.

				MELVIN
		Hi. You have hard shells, right?

				CAROL
		Stop asking everyone.

				MELVIN
		Just him and that's it. Okay, you 
		can answer -- we've worked it out.

				HEAD WAITER
		Yes, we do... And I can give you a 
		tie and jacket.

				MELVIN
		What?

				HEAD WAITER
		They require a tie and jacket but 
		we have some available.

	He reaches into the coat and check room and withdraws them.

				MELVIN
		No... I'm not wearing that -- and 
		just in case you were going to ask 
		I'm not going to let you inject me 
		with plaque either.

				CAROL
		You promised a nice place -- can't 
		you just... 
			(to Head Waiter)
		You have these dry cleaned all the 
		time, don't you?

				HEAD WAITER
		Actually, I don't think so.

				MELVIN
			(to Carol)
		Wait here.

	EXT. FIRST RATE RESTAURANT - NIGHT

	As Melvin takes his car back from the valet.

	EXT. STREET - SHOPPING MALL - NIGHT

	As the car goes right across the street to a shopping 
	mall.

	INT. SHOPPING MALL - MEN'S STORE - NIGHT

	Melvin walks to the doorway and stops suddenly.

				SALESMAN
		Good evening.

				MELVIN
		I need a coat and tie.

	OTHER ANGLE

	CAMERA REVEALS that the floor is intricately patterned so 
	that passage for Melvin is impossible.

				SALESMAN
		Come on in.

				MELVIN
		No.

				SALESMAN
		No?

				MELVIN
			(pointing)
		That jacket and give me a tie.

	EXT. FIRST RATE RESTAURANT - NIGHT

	As he pulls up - a new VALET taking his car.

				VALET #2
		Good evening.

				MELVIN
		You have hard shells?

				VALET #2
		I'm not sure.

				MELVIN
		Everyone else says you do.

				VALET #2
		Then I guess we do.

	INT. FIRST RATE RESTAURANT

	As he enters, looks for and then spot Carol. She is 
	having a martini at the bar... Sitting on a stool -- 
	watching COUPLES dance... Happy by herself... Turning 
	down a MAN who wants to buy her another... And Melvin 
	watches... Watches his date.

				HEAD WAITER
		Shall I get her for you?

				MELVIN
		No, it's all right. I'll just 
		watch.

	He enjoys watching her for a few more beats... She turns 
	-- Melvin makes a "Haul your ass over here" gesture... 
	and she smiles and walks toward him... A WAITER has 
	lifted her drink -- placed it on a tray and follows her. 
	She takes a bit of a slalom course through the tables, 
	giddy as the MUSIC PLAYS and couples dance in the b.g. 
	She notices the waiter in her trail.

				CAROL
			(mouthing the words 
			to Melvin)
		My drink is following me.

	Melvin watches her approach. It is all too exquisite. 
	He takes a breath -- it doesn't come easily.

				CAROL
		You look s... 

	She stops herself from saying "sexy," regathers, then... 

				CAROL
		You look great.

	They arrives at the table. He holds out her chair for her.

				CAROL
		You wanna dance?

				MELVIN
		I've been thinking about that 
		since you brought it up before.

				CAROL
			(rising)
		And?

				MELVIN
		No... 
			(and before she can 
			digest that)
		... I don't get this place. They 
		make me buy an outfit but they let 
		you wear a house dress. I don't 
		get it.

	ON CAROL

	Melvin has no idea he has insulted her. Sandbagged in 
	extreme, she gets up -- actually ready to leave.

				MELVIN
		No. Wait. What? Why? I didn't 
		mean it. You gotta sit down. You 
		can still give me the dirty 
		look... just sit down and give it 
		to me.

				CAROL
		Melvin, pay me a compliment... I 
		need one and quick... You have no 
		idea how much what you said just 
		hurt my feelings.

				MELVIN
			(really pissed, 
			mutters)
		That monominute somebody gets that 
		you need them they threaten to go 
		away. Never fails.

				CAROL
		That's not compliment, Melvin... 
		That's just trying to sound smart 
		so I feel stupid... A compliment 
		is something nice about somebody 
		else... Now or never.

				MELVIN
		Okay.

	He waves her down.

				CAROL
			(sitting)
		And mean it... 

				MELVIN
		Can we order first?

	She thinks and then nods. The waiter is across the room. 
	This does not stop Melvin.

				MELVIN
			(calling)
		Two crab dinners and pitcher of 
		cold beer.
			(to Carol)
		Baked or fries?

				CAROL
		Fries.

				MELVIN
			(calling)
		One baked -- one fries.

				STARTLED WAITER
			(shouting back)
		I'll tell your waiter.

				MELVIN
			(to Carol)
		Okay, I got a real great 
		compliment for you and it's true.

				CAROL
		I am so afraid you're about to say 
		something awful... 

				MELVIN
		Don't be pessimistic. It's not 
		your style. Okay... Here I 
		goes... Clearly a mistake.
			(this is hell 
			for him)
		I have this -- what? Ailment... 
		And my doctor -- a shrink... who 
		I used to see all the time... he 
		says 50 or 60 percent of the time 
		a pill can really help. I hate 
		pills. Very dangerous things, 
		pills. "Hate," I am using the 
		word "hate" about pills. My 
		compliment is that when you came 
		to my house that time and told me 
		how you'd never -- well, you were 
		there, you know... The next 
		morning I started taking these 
		pills.

				CAROL
			(a little confused)
		I don't quite get how that's a 
		compliment for me.

	Amazing that something in Melvin rises to the occasion -- 
	so that he uncharacteristically looks at her directly -- 
	then:

				MELVIN
		You make me want to be a better 
		man.

	Carol never expected the kind of praise which would so 
	slip under her guard. She stumbles a bit -- flattered, 
	momentarily moved and his for the taking.

				CAROL
		That's maybe the best compliment 
		of my life.

				MELVIN
		Then I've really overshot here 
		'cause I was aiming at just enough 
		to keep you from walking out.

	Carol laughs.

				CAROL
		So how are you doing with those 
		pills? Well, I hopahopahopa.

				MELVIN
		Takes months to know... They work 
		little by little.
			(holds his head; 
			then)
		Talking like this is exhausting.

	Carol moves to the chair next to him... She sits very 
	close -- he tenses.

				CAROL
		Have you ever let a romantic 
		moment make you do something you 
		know is stupid?

				MELVIN
		Never.

				CAROL
		Here's the trouble with never.

	TIGHT SHOT

	for the kiss. Their faces are close -- she looks at 
	him... She closes her eyes -- her face moving toward him 
	-- he is wide-eyed and afraid... His face almost moves 
	away -- in a shot this close it's almost flight... But 
	now his head moves back and he receives her kiss. It is 
	brief. Carol smiles encouragement to him and herself. 
	Melvin can't bear the pleasure.

				MELVIN
		You don't owe me that.

				CAROL
		That wasn't payment. When you 
		first came into breakfast, when I 
		saw you -- I thought you were 
		handsome... Then, of course, you 
		spoke... So now that your soft 
		li'l underbelly is all exposed. 
		Tell me, why did you bring me?

	Melvin's voice is soft -- hesitant, okay, vulnerable... 
	as he holds up his hands in a "stop" signal.

				MELVIN
		Well, ah... that's a personal 
		question.

				CAROL
		Tell me even if you're scared. 
		Tell me why you wanted me here. 
		It's okay.

	She kisses him again.

				CAROL
		If you ask me... I'll say, "yes."

				MELVIN
			(dissembling)
		There are lots of reason... I had 
		a thought that if you had sex with 
		Simon it might... 

				CAROL
			(humiliated)
		Sex with Simon?

				MELVIN
		It's one idea... 

				CAROL
		That's why you brought me? Look 
		at me! Is that really why you 
		brought me... Like I'm a what and 
		I owe you what?!

				MELVIN
		I don't know why I brought you -- 
		that idea occurred to me is all... 
		It came out first... Hey, you kiss 
		him -- me... He says he loves 
		you. You two hit it off. But you 
		don't want to... fine... Forget 
		what I said about sex with Simon. 
		It was a mistake.

				CAROL
			(wiping away tears)
		I'll never forget you said it.

				MELVIN
		It was a mistake.

	But she has already turned away and exits the 
	restaurant... Melvin alone and miserable.

	INT. SIMON'S HOTEL ROOM - NIGHT

	He finishes dialing. He is extremely tense -- not 
	breathing -- a lump in his throat -- trying not to let 
	the anxiety immobilize him... the NUMBER RINGS twice, 
	then a humorless male voice:

				PARENTS' VOICE
			(humorless male 
			voice)
		Hi. This is Fred Bishop... 
			(perky woman's 
			voice)
		... and Betty.
			(Fred again)
		We are sorry to be unable to take 
		your call right now. Please leave 
		a message and we'd appreciate your 
		including the time/date and 
		purpose of your call.
			(Simon mouths the 
			word "date," then 
			Betty speaks before 
			the beep Bye-bye.

				SIMON
		Ah, this is Simon... I'm here in 
		town... 
			(he waits)
		... and, folks, you haven't come 
		home later than 10 in your lives. 
		Please pick up -- really... 
		Okay... I'm going to call again in 
		the morning. I need to see you. 
		Or, at least get you to answer the 
		phone.

	He hangs up. His parents want no part of him and he 
	needs help.

	INT. HOTEL SUITE - CAROL'S ROOM - NIGHT

	As Carol enters with some energy. We FOLLOW her as she 
	goes into her room -- takes her suitcase, begins throwing 
	things in.

	INT. HOTEL SUITE - SIMON'S ROOM - NIGHT

				SIMON
		Hello... Hello???

	Carol thrusts open the door and enters... 

				SIMON
		Was this supposed to be your room?

				CAROL
		Our room. I don't want to see him 
		and he's not going to come 
		knocking on your door.

	Simon struggles with his shirt -- she helps him, 
	inadvertently venting some anger as she does so.

				SIMON
		Can you not be violent?

				CAROL
		I don't think so. You need help 
		with the pants?

				SIMON
			(emphatically)
		No!!!

				CAROL
		I'm going to take a big bath and 
		order a big meal.

				SIMON
		Uh-huh... 

				CAROL
		I'm sorry... are you okay?

				SIMON
		Well, considering everything's 
		horrible and tomorrow I have to 
		face my parents... Don't ask me
		... I'm sick of my own complaints
		... got to get me a new set of 
		thoughts.

				CAROL
		Why? What have you been thinking 
		about?

				SIMON
		How to die, mostly.

				CAROL
		Can you believe in our little mix 
		you're the good roommate.

	Simon laughs -- as she crosses to the bathroom and begins 
	to prepare a bath.

				SIMON
			(turning off the light)
		Good night.

				CAROL
		Good night.

	We are ON Simon settling in for sleep, when instinct or 
	sounds or the faint glow of hope turns him so that he 
	faces the bathroom and we have... 

	SIMON'S POV

	Carol sitting at tub's edge -- a towel around her and now 
	as Simon looks at the bathing beauty she adjusts her hair 
	-- the towel falls -- a better than perfect breast 
	exposed... 

	BACK TO SCENE

				SIMON
			(a whisper)
		Hold it.

	He leaves the bed.

	ANGLES ON HOTEL DESK

	What's he up to... he takes the blotter from the desk set 
	and a pen from his jacket pocket which hangs on the chair 
	and with vigor and faint pain moves to the other side of 
	the bed where he turns on the light and stares at Carol.

				SIMON
		I've got to sketch you.

				CAROL
		No... Absolutely not. I'm shyer 
		than you think. I give the wrong 
		impression sometimes and... 

				SIMON
		I haven't even been thinking about 
		sketching for weeks.

				CAROL
		Stop staring. Do a vase.

				SIMON
		But you're beautiful... your skin 
		glows.

				CAROL
		Thanks. But I just want to take a 
		bath and... 

				SIMON
		That long neck -- the line of 
		you... you're porcelain... your 
		back goes on forever. You're 
		classic... you're why cavemen 
		chiseled on walls... 

				CAROL
		All right, cut me a break.

	Simon's pen moves across the blotter -- Carol sees him 
	earnestly engrossed, a beat of indecision and then shyly 
	but deliberately she lowers the towel. He's right. 
	She's breathtaking.

	INT. BAR - NIGHT

	Melvin sits alone, nursing a drink. He's been talking to 
	the bartender.

				MELVIN
		So then, the next thing I know, 
		she's sitting right next to me, 
		and then, well, it's not right to 
		go into the details, but I screwed 
		up. I got nervous. I said the 
		wrong thing and if I hadn't, I 
		could be in bed now with a woman 
		who if you could make her smile 
		you got a life. Instead, I'm here 
		with you, no offense, a moron 
		pushing the last legal drug.

	He sits there, just another Joe on a bar stool with his 
	heart breaking.

	INT. HOTEL SUITE - SIMON'S ROOM - CLOSE ON SIMON - NIGHT

	He's excited -- smiling... We hear Carol -- also revved.

				CAROL (O.S.)
		I don't care how you put it -- 
		We're being naughty here, pal.

	FULL SHOT

	Carol holding a pose for Simon... He is holding a 
	ballpoint over the back of a hotel desk blotter. His 
	style cramped by his cast.

				SIMON
		No. No. This is great, this is 
		so great. I can't get the angle 
		with this cast.

	He struggles with the cast, and then decides to struggle 
	no more. Summoning remarkable strength, he rips a piece 
	from the cast, freeing his hand -- he roars ironically -- 
	a lion's roar of liberation. He is back at his center.

	INT. HOTEL SUITE - LIVING ROOM - DAY

	Melvin is having a room service breakfast.

	The door opens... Simon enters. A new Simon -- better 
	than ever, clearly happy -- a morning-after glow.

				MELVIN
		Did you have sex with her?

	Carol follows his out. Her arms are filled with the 
	hotel soaps, shampoos, etc.

				MELVIN
		Sorry, didn't realize she was 
		right there.
			(a beat)
		Did you have sex with her?

				CAROL
		To hell with sex.

	Carol looks at Melvin -- he can't meet her gaze.

				CAROL
		We held each other. It was better 
		than sex. What I need he gave me 
		great.

				SIMON
		I just love her.
			(beat)
		How're you doing?

	Melvin reacts.

	INT. HOTEL SUITE - DAY

	Simon finishes dialing the phone... a brief wait, then:

				SIMON
		Hello, hi, Mom -- I can barely 
		hear you. Do you have to whisper? 
		No -- don't apologize -- it was 
		the luckiest thing for all of us 
		that you didn't answer last 
		night... I can't hear you... okay, 
		dear, just listen to me then.

	ON MELVIN AND CAROL

	Melvin has been reduced to straight talk as Carol brings 
	the bathroom bounty into the room and begins to put it in 
	her suitcase.

				MELVIN
		I get why you're angry. It's no 
		snap to explain why I was like 
		that, but let's not try to do it 
		on the run... 

				SIMON
		... so Mom. Truly no grudges -- 
		truly. A little odd that you 
		didn't come to see me when you 
		heard I was hurt, but the 
		important thing I want you to know 
		is your son is happy. I'm working 
		again. I'll make do -- I don't 
		want a thing. Wouldn't take it if 
		it was offered. I'll drop you a 
		note from wherever I land and then 
		it's up to you. I hope we patch 
		things up but know that if we 
		don't, I wish you both the very 
		best... I can't hear you. You 
		heard me, though, right? Good -- 
		take good care. 'Bye.

	He hangs up, totally satisfied with himself and rips over 
	to Carol and Melvin.

				MELVIN
		... Now he's going to want to 
		stay. And they'll want to take a 
		ride to the lake or whatever. So 
		it's a good five hours back. It 
		gives us a chance to take it easy 
		and... 

				SIMON
		I'm going back with you.

				CAROL
		But what about... 

				SIMON
		I'll take care of myself --

				MELVIN
		What are you talking about? You 
		got real problems.

				SIMON
		I know. I'm a little bit nervous. 
		Suddenly everything seems so easy. 
		Carol, a load has been lifted.

				CAROL
		One night with me!

				SIMON
		You think you're kidding.

	Melvin stalks out.

	EXT. HIGHWAY - DAY

	The car parked near a phone booth --

				MELVIN
			(to Frank over 
			the phone)
		Aww Jesus! No choice.

	Carol walks up to Simon in the car.

				CAROL
		I got a gift for you.

	She hands him a base ball cap.

				MELVIN
			(on phone)
		Nothing like no choice to make you 
		feel at home.

				CAROL
			(to Simon)
		Let me see... Ahh, gorgeous!

				MELVIN
		Do it then. Get the dog picked 
		up. I can't believe you let it 
		stay there.

	Melvin hangs up the phone.

				MELVIN
		Good-bye.
			(to Simon)
		Well, your luck is holding. They 
		sublet your place. You're 
		homeless. Frank's got a line on 
		another place you can use for now.

				SIMON
		Another place where?

				MELVIN
		Does it matter?

	Melvin gets in -- goes to the glove compartment for a 
	special CD labelled "For Emergency Use Only." As it 
	PLAYS a confessional love SONGS:

				CAROL
		I don't want to hear that music 
		right now.

				MELVIN
		What do you mean? You said you 
		liked it.

				CAROL
		I don't.

				MELVIN
		This one has a special meaning.

				CAROL
		It's your car but I don't want to 
		hear it. If that means anything.

	Melvin hesitates and then turns OFF the SONG in mid-
	proclamation of love.

	EXT. APARTMENT BUILDING (NEW YORK) - NIGHT

	As the car arrives... They get out... 

				MELVIN
		Here are the keys to my apartment. 
		I'm going to park you in my place 
		while I take Carol home.

				CAROL
			(hefting bag)
		I'll take a bus.

				MELVIN
		I'll take you... why not?

				CAROL
		I don't care what you did for me. 
		I don't think I want to know you 
		anymore -- all you do is make me 
		feel badly about myself.
			(turning to Simon)
		You have my number.

				SIMON
			(hugging her)
		I love you... 
			(sotto)
		Let him take you home.

				CAROL
		Don't want to. I love you.

	She shakes her head and walks off. Simon looking at 
	Melvin with some sympathy.

				MELVIN
		Don't say anything.

	INT. MELVIN'S APARTMENT KITCHEN - NIGHT

	Where Verdell's ears prick.

	INT. APARTMENT - NIGHT

	As they enter.

				MELVIN (O.S.)
		I told you to go on in.

				SIMON (O.S.)
		Look, I've got to get a hold of 
		Frank and see where I'm hanging my 
		hat 'cause... 

	The door opens, revealing them:

				MELVIN
		I think you gotta camp it here... 

				SIMON
		What are you talking about?

	The dog vaults toward them -- all else forgotten as the 
	dog greets his two favorite people and they talk to him.

				SIMON
			(to Verdell)
		I know the feeling -- you feel 
		like your ol' self again, huh? --
		Mommy and Daddy are home.

	Melvin reacts.

				SIMON
		Sorry... You're fun to mess with.
	
	Melvin gets up... Simon notices some of his paintings.

				MELVIN
		They took your place furnished. 
		Jackie said she grabbed your 
		personal stuff -- they were 
		supposed to set you up here.
			(leading the way)
		There's this extra room -- I 
		never use. It gets good light. 
		No other answer really.

	Simon follows.

	INT. SIMON'S NEW ROOM - NIGHT

	As they enter... the room clean and organized -- a small 
	but lovely garret.

				SIMON
		Thank you, Melvin. You overwhelm 
		me.

				MELVIN
		They did a nice job... Cozy, huh?

				SIMON
		I love you.

	Melvin looks at him finally -- pretensions fall.

				MELVIN
		I'll tell you, buddy, I'd be the 
		luckiest guy alive if that did it 
		for me.

	INT. CAROL'S APARTMENT - NIGHT

	As Carol unpacks, she gives gifts to her mother and 
	Spencer. But clearly something gnaws at her psyche.

	INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

	Melvin's two digital clocks are two minutes apart... each 
	around 1:55 a.m... He sits in a chair still fully 
	dressed... forlorn... Verdell in his lap. A beat then we 
	hear Simon's whispered voice.

				SIMON (O.S.)
		Where is my big hairy boy?

	Melvin is alarmed. He stops breathing as his gay houseguest 
	approaches.

				SIMON (O.S.)
		Verdell, sweeties?

	Melvin breathes again. Simon enters the room.

				SIMON
		Sorry, didn't know you were awake. 
		I just thought Verdell shouldn't 
		get too used to sleeping in here 
		'cause then... 

				MELVIN
		Look, we both want the dog -- 
		and... 

	The PHONE RINGS... they look at each other. Melvin 
	doesn't move.

				SIMON
		Should I get it?

	Melvin nods. Simon walks into the next room... several 
	beats as he finds the phone. We hear him pick it up and:

				SIMON (O.S.)
		Hello.

	ON SIMON

				SIMON
			(into phone)
		Hello. It's me. He took me in. 
		Did you know? Hold on, I'll get 
		him for you.

	He walks back to Melvin's room.

	INT. MELVIN'S ROOM - NIGHT

	As he enters.

				SIMON
		It's Carol.

	Melvin is quickly out of his chair -- the dog in one 
	mitt... he thrusts it at Simon.

				MELVIN
		Here. Take the dog.

	As he speeds him out... 

				SIMON
		Good luck.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

	As Melvin picks up the phone... He clears his throat 
	loudly. Following is INTERCUT between Carol and Melvin 
	-- the first such CUT showing Carol blasted by the throat 
	clearing.

				MELVIN
		Hello.

				CAROL
		Yeah... Well... 

				MELVIN
			(very concerned)
		How you doing?

				CAROL
		I can trust my brain.

				MELVIN
		That seems like a good choice.

				CAROL
		I don't know whether I'm being 
		sensible or hard on you.

				MELVIN
		The two might go together.

				CAROL
		See. There's an example. I don't 
		know whether you're being cute or 
		crazy now.

				MELVIN
			(what the hell)
		Cute.

				CAROL
		You don't have to answer 
		everything I say. Just listen to 
		me. Okay?

	He nods his head, "yes."

				CAROL
		It's really something that you're 
		looking after Simon. And what I 
		said on the street. That was a 
		bad thing to say. And it made me 
		sick to my stomach. It was a bad 
		thing to say. And I'd be lying if 
		I didn't say that I enjoyed your 
		company... but the truth is you do 
		bother me enormously and I know -- 
		think -- that it's best for me to 
		not have contact with you because 
		you're just not ready and you're a 
		pretty old guy to not be ready... 
		and I'm too old to ignore that. 
		But there were extraordinary 
		kindnesses that did take place. 
		So thanks for the trips... 

	She's just broken up with him but she's being nicer than 
	ever. It's hard to know whether to die or not.

				MELVIN
		Okay to say something now?

				CAROL
		Go ahead.

				MELVIN
		I should've danced with you.

				CAROL
		Okay. Good-bye.

				MELVIN
		So long.

	Carol hangs up. She feels strange. A shoe hasn't dropped. 
	Oh, hell... she missed him.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

	Melvin walks in anxious circles in the living room. He 
	is impatient.

				MELVIN
		You going to come talk to me or 
		not?

				SIMON
		I'm coming.

	We enters the room carrying Verdell who strains to be 
	allowed closer to Melvin. Simon releases him.

				SIMON
		What did she say?

				MELVIN
		I'm a great guy -- 
		"extraordinary"... 
			(before Simon can 
			celebrate)
		... and she doesn't want contact 
		with me.
			(a beat)
		I'm dying here.

				SIMON
		Because... 
			(gently)
		... you love her?

				MELVIN
			(sharply)
		No... and you're supposed to be 
		sensitive and sharp.

				SIMON
		Okay... you tell me why --
			(mimics him)
		"You're dying here."

				MELVIN
		I don't know... Let me sleep on it 
		and figure it out.
			(then)
		Because I'm stuck! Can't go back 
		to what I had... She's evicted me 
		from my life.

				SIMON
		Did you like it that much?

				MELVIN
			(furiously)
		It was better than this... Look, 
		you, I'm very intelligent. If 
		you're going to give me advice or 
		conversation or consolation or 
		hope, you got to be better than 
		you're doing. If you can't be at 
		least momentarily interesting than 
		shut the hell up. I'm drowning 
		and you're describing water.

				SIMON
			(getting pissed)
		Picking on me won't help.

				MELVIN
		Well, if that's true then I'm 
		really in trouble.

				SIMON
		But you know where you're lucky?

				MELVIN
		Absolutely not.

				SIMON
		You know who you want. I'll take 
		your seat any day. So do 
		something... don't sleep on it... 
		go over there. I don't think 
		anybody should ever sleep on 
		anything -- it's not always good 
		to let things calm down.

				MELVIN
		Hey... I'm charged here. But she 
		might kill me for showing up this 
		late.

				SIMON
		Then get in your jammies and I'll 
		read you a story... I think you've 
		got a chance. The only real enemy 
		you have is her ability to think 
		logically -- the best thing you 
		have going for you is your 
		willingness to humiliate yourself 
		if it gives you one chance in 
		whatever -- so go catch her off-
		guard.

				MELVIN
		Okay. Thanks a lot. Here I go.

	He moves for the door... stops suddenly, jolted.

				SIMON
		What's wrong?

				MELVIN
		I forgot to lock the door.

	EXT. CAROL'S APARTMENT BUILDING (CAROL'S NEIGHBORHOOD) - 
	NIGHT

	As he parks. He exits the car -- now wary... looks at 
	his watch... hesitates... walks reluctantly into the 
	apartment house.

	INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

	As Melvin looks at Carol's doorbell with great 
	uncertainty.

	INT. CAROL'S APARTMENT - NIGHT

	Carol in a cotton wrap-around dress/bathrobe... sitting 
	directly in front of a fan... the windows open, reading 
	one of Melvin's books... 

	There is the briefest possible sound of a DOORBELL... 
	someone has jabbed her downstairs button ever so briefly 
	-- so briefly that she's not certain it's her DOORBELL -- 
	until the same brief sound REPEATED... She walks to 
	her wide open window and looks over.

	HER POV

	The convertible at the curb.

	BACK TO SCENE

	She hesitates --

	INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

	As Melvin gives up and starts out... turning as the 
	sudden blast of being BUZZED into Carol's life sounds. 
	He bolts for the door and enters.

	INT. CAROL'S APARTMENT - NIGHT

	She opens the door... she hears the sound of MELVIN 
	SOUNDING HEAVILY up the stairs... He reaches her side.

				CAROL
		What do you want, Melvin?

				MELVIN
		Were you asleep?

				CAROL
		What do you want?

				MELVIN
		'Cause if you were asleep -- I'm 
		sorry. And you could be grouchy.

				CAROL
		Grouchy?

				MELVIN
		... 'Cause of being woken up, and 
		it would make my job impossible. 
		So then I wouldn't even try.

				CAROL
		What job?

				MELVIN
		Were you asleep?

				CAROL
		What are you doing here?

	ANOTHER ANGLE

	Beverly in the hallway looking on --

	BACK TO SCENE

				MELVIN
		I'm sorry I woke you -- some other 
		time.

	He half turns to leave.

				CAROL
		I wasn't asleep!!

				MELVIN
		What a break... 

				CAROL
			(losing it a bit)
		Is it a secret what you're doing 
		here?

				MELVIN
		I had to see you... 

				CAROL
		Because... 

				MELVIN
		It relaxes me... I'd feel better 
		just sitting on the curb in front 
		of your house than anyplace else 
		I can think of or imagine.

	Carol has not ever heard anything like that before... 
	it's sort of sexy in its sincerity.

	ANOTHER ANGLE

	As we see in the b.g. that Beverly, standing near her 
	door down the hallway, has heard at least this last 
	part... 

	Melvin, of course, cannot leave well enough alone... 

				MELVIN
			(serious)
		Wait a minute, I'm overstating 
		here, maybe the inside stairs. I 
		don't want to sit with my feet in 
		the gutter. What does that serve? 
		It only... 

	But suddenly Carl is shouting to the heavens.

				CAROL
		Stop it!! Why can't I have a 
		normal boyfriend??? Why? Get out 
		of here. Just a regular boyfriend 
		who doesn't go nuts on me... 

				BEVERLY
			(butting in)
		Everybody wants that, dear -- it 
		doesn't exit... 
			(as Carol turns 
			to her)
		Sorry... didn't mean to interrupt.

	She disappears into her room. Carol snorts a laugh -- 
	gathers herself. A beat.

				MELVIN
			(hopefully)
		Boyfriend?

				CAROL
		Oh, come on in and try not to ruin 
		everything by being you.

				MELVIN
		Maybe we could live without the 
		wise cracks.

	She looks at him -- then:

				CAROL
		Maybe we could... 

	Melvin glances at the cracked pattern of Carol's kitchen 
	linoleum and stalls at the door.

				MELVIN
		It feels a little confined here. 
		Let's take a walk.

				CAROL
		See. It's four in the morning. A 
		walk sounds a little screwy to me, 
		if you don't mind.

				MELVIN
		If you need an excuse, there's a 
		bakery on the corner. There's a 
		shot it'll open soon -- that way 
		we're not screwy -- we're just 
		two people who like warm rolls.

				CAROL
		Okay.

	EXT. STREET - NEAR BAKERY - NIGHT

	They walk quietly -- Melvin still walking with his usual 
	attention to where he steps.

	CAROL'S POV

	Melvin walking -- and though we can see an improvement -- 
	it is still decidedly strange as he conspicuously avoids 
	stepping on the lines.

	BACK TO SCENE

	Carol sighs. It is the sound of possibilities crashing 
	down. Melvin looks at her -- embarrassed, self-conscious 
	-- his habits making him appear unworthy.

				CAROL
			(gently; almost 
			lovingly)
		I'm sorry, Melvin -- but whatever 
		this is -- is not going to work.

	ON MELVIN

	He takes this hard. It forces him to half-whisper 
	something he hasn't at all said to himself... given his 
	history... this is an extraordinary intimacy.

				MELVIN
		I'm feeling... I've been feeling 
		better.

				CAROL
		Melvin, even though it may seem 
		that way now -- you don't know me 
		all that well... 
			(as he scoffs)
		I'm not the answer for you.

	She starts to turn. He tugs at her arm. As she turns 
	back to him.

				MELVIN
		Hey, I've got a great compliment 
		for you.

				CAROL
		You know what? I... 

				MELVIN
		Just let me talk.
			(gathers himself 
			with uncertainty, 
			then:)
		I'm the only one on the face of 
		the earth who realizes that you're 
		the greatest woman on earth. I'm 
		the only one who appreciates how 
		amazing you are in every single 
		thing you do -- in every single 
		thought you have... in how you 
		are with Spencer -- Spence... 
			(he has reached 
			her)
		... in how you say what you mean 
		and how you almost always mean 
		something that's all about being 
		straight and good... 

	ON CAROL

	She stands on the precipice of being transported away 
	from the logic which has been her lifeline.

				MELVIN
		I think most people miss that 
		about you and I watch wondering 
		how they can watch you bring them 
		food and clear their dishes and 
		never get that they have just met 
		the greatest woman alive... And 
		the fact that I get it makes me 
		feel great... about me!
			(a real question 
			filled with 
			concern for her)
		You got a real good reason to walk 
		out on that?

	That last question clearly a true question, not the least 
	rhetorical -- she considers her answer, then:

				CAROL
		No! It's certainly not. No -- I 
		don't think so. No.

				MELVIN
			(tentatively)
		I'm gonna grab you.
			(with conviction)
		I didn't mean it to be a question. 
		I'm gonna grab you.

	He kisses her. An awkward bomb of a kiss. They separate. 
	A tense beat. Then:

				MELVIN
		I know I can do better.

	They embrace again. He does indeed do much better. A 
	first-class smooch. CAMERA MOVES DOWN to see his foot 
	land squarely on a crack in the sidewalk without his 
	knowledge. They break -- look at each other without a 
	notion of where to take it from here, and the ALMOST in 
	unison begin to walk away FROM CAMERA, Melvin following a 
	path that avoids cracks. Suddenly the lights of the 
	bakery turn on as it opens for business.

				CAROL
		Warm rolls... 

	They walk to the bakery, Melvin avoiding the cracks. As 
	they enter the bakery, a WORKER moves toward them to 
	clean the entranceway. Melvin, forced to step back onto 
	a crack, this time notices -- registers the momentous 
	fact and joins Carol inside as we:

							FADE OUT

	THE END