As Good As It Gets Script

AS GOOD AS IT GETS SCRIPT
by 

Mard Andrus 

And 

James J. Brooks 

Story by 

Mark Andrus


	FADE IN:

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

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

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

	POV - MELVIN UDALL

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

			         MELVIN
		    Come here, sweetheart... come on.

	ON DOG

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

			         MELVIN
		    Wanna go for a ride? Okay, 
		    sweetie?

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

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

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

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

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

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

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

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

			         MELVIN
		    What's he look like?

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

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

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

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

			         SIMON
		    Which color was that?

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

	Simon has had it.

			         SIMON
		    Frank Sachs -- Melvin Udall.

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

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

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

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

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

	FRANK can only smile.

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

				  MELVIN
		    Hope you find him. I love that 
		    dog.

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

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

	Simon closes his door leaving Melvin alone in the 
	hallway.

				  MELVIN
		    I love throwing your dog down the 
		    garbage chute.

	INT. MELVIN'S APARTMENT, BATHROOM - NIGHT

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

	INT. MEDICINE CHEST

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

	INT. SIMON'S APARTMENT, ENTRANCE HALL - NIGHT

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

	SIMON

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

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

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

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

				  SIMON
		    Just for a second, okay?

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

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

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

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

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

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

				  SIMON
		    My God! No!

	He stares out... Frank frustrated following.

	INT. MELVIN'S APARTMENT - OFFICE - NIGHT

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

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

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

				  SIMON (O.S.)
		    Mr. Udall.

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

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

	More KNOCKING.

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

				  MELVIN
		    'Love was... '

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

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

	He burst from his chair.

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

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

				  MELVIN
			    (loud and angry)
		    Yeeeess!!!

				  SIMON
		    Maybe this can wait.

	Frank signals encouragement as Melvin opens the door.

				  SIMON
		    I found Verdell, Mr. Udall.

				  MELVIN
		    Well, that's a load off.

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

				  SIMON
		    Did you... do something to him?

				  MELVIN
		    Do you realize that I work at 
		    him?

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

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

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

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

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

				  MELVIN
		    Okay, then.

	Melvin enters his apartment and slams the door shut.

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

	Frank smiles affectionately. Simon turns serious.

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

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

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

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

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

				  MELVIN
		    No touch. No touch. No touch.

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

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

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

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

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

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

	CLOSER ON MELVIN

	His eyes focused on the terrain.

	INT. CAROL'S RESTAURANT - DAY

	ANGLE ON WAITRESS

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

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

				  MOTHER
		    It's that new medication.

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

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

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

				  MOTHER
		    Isn't that sweet.

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

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

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

				  HER MALE COMPANION
		    Wonderful.

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

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

				  LISA
		    Pay me back next week.

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

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

				  MELVIN
		    I'm starving.

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

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

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

				  CAROL
		    "Ready" is not my problem.

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

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

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

				  CAROL
		    I know. He's just the best.

				  MELVIN
		    I've got Jews at my table.

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

	The two waitresses signal their protests.

				  CAROL
		    Or you can just wait your turn... 

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

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

				  WOMAN
		    What?!!

				  MAN
			    (to Woman)
		    Let's go --

	The Woman starts to protest.

				  MAN
		    Let's leave. We're going.

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

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

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

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

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

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

	ON CAROL

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

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

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

				  CAROL
		    Okay. I'll get your order.

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

	INT. CAROL'S APARTMENT - NIGHT

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

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

				  YOUNG MAN
		    What?

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

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

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

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

				  CAROL
		    Kissing...  kissing boys. Oh my.

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

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

				  YOUNG MAN
		    Maybe you better check.

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

	INT. HALLWAY/BEVERLY'S ROOM - NIGHT

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

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

	Carol now goes into her son's room.

	INT. SPENCER'S ROOM - NIGHT

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

				  SPENCER
		    I'm sorry.

				  CAROL
		    Don't be silly. How bad?

				  SPENCER
		    Not bad.

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

	INT. LIVING ROOM - NIGHT

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

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

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

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

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

				  CAROL
		    That'll teach you.

				  YOUNG MAN
		    Don't apologize.

				  CAROL
			    (perturbed)
		    That wasn't an apology.

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

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

				  YOUNG MAN
		    No way.

	She brightens.

				  YOUNG MAN
		    I'll take a cab.

	She deflates as he moves past her.

				  YOUNG MAN
		    Too much reality for a Friday 
		    night.

	EXT. HOLLAND TUNNEL - NIGHT

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

				  EVAN
		    Why is every customer surprised I 
		    read books?

				  DOUG
			    (amazed)
		    You read books?

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

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

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

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

	Seeing the hustlers:

				  CARL
.		    ...  I just found a model.

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

				  EVAN
		    Hey, hi...  remember?

				  CARL
		    I only need one.

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

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

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

	INT. SIMON'S APARTMENT - DAY

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

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

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

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

	And he turns and sees the naked model.

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

	Vincent moves back to retrieve his clothes.

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

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

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

				  SIMON
		    Exactly what is your previous 
		    experience?

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

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

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

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

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

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

				  VINCENT
		    I know exactly what you mean.

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

				  SIMON
		    Hold it.

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

	INT. RESTAURANT - DAY

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

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

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

				  CAROL
			    (reluctant forgiveness)
		    Okay.

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

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

				  MELVIN
		    I see the help -- judgement call.

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

				  MELVIN
		    What's wrong with your son, 
		    anyway?

				  CAROL
		    What do you care?

	Melvin just looks at her.

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

				  MELVIN
			    (caught)
		    No.

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

				  MELVIN
		    His name?

				  CAROL
		    Spencer.

				  MELVIN
		    Okay.

				  CAROL
			    (quietly)
		    Spence.

	She exits.

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

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

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

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

	ANGLE - APARTMENT

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

				  DOUG
		   Lucky Vinnie -- he's a painting.

	INT. SIMON'S APARTMENT, STUDIO - DAY

	MUSIC PLAYS -- Simon cleaning up his stuff.

				  VINCENT
		    So you're practically finished, 
		    huh?

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

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

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

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

				  VINCENT
		    Wait -- I want to see the 
		    painting.

				  SIMON
		    Just a second -- he has to go.

				  VINCENT
		    Please!! NO!!!

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

	INT. SIMON'S APARTMENT - LIVING ROOM - DAY

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

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

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

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

				  DOUG
		    Yo.

	Simon turns to Vincent.

				  SIMON
		    Why are you doing this?

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

	Now Evan appears holding a brass hat rack.

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

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

	ON VERDELL

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

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

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

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

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

				  RAY
			    (stunned)
		    What?

				  MELVIN
		    Just move on. No one here killed 
		    him.

				  RAY
		    Oh, is he dead?

				  MELVIN
		    Ask him.

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

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

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

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

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

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

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

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

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

	VERDELL starts WHIMPERING as a pissed Frank approaches 
	his mugger:

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

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

				  FRANK
		    Thanks for looking after him.

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

	INT. MELVIN'S APARTMENT - NIGHT

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

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

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

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

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

				  MELVIN
		    You're dead!!

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

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

	Melvin exits. Verdell is in a major funk.

	INT. MELVIN'S APARTMENT - KITCHEN - NIGHT

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

				  MELVIN
		    Don't you touch anything.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

	INT. HOSPITAL CORRIDOR - DAY

	Frank on the phone.

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

				  JACKIE
		    We can see him.

				  FRANK
		    I'll meet you in there.

	INT. HOSPITAL ROOM - DAY

	As Jackie enters.

				  JACKIE
		    How you doing, great one?

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

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

				  SIMON
		    That bad, huh?

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

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

				  SIMON
		    Jackie, will you hand me the 
		    mirror?

				  JACKIE
			    (a small voice)
		    No.

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

				  JACKIE
		    Wait, I have a smaller one.

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

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

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

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

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

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

				  FRANK
		    Yes. Your dog is fine, Simon.

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

				  SIMON
		    Okay, waiting gives the devil 
		    time. Now!

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

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

	EXT. CAROL'S RESTAURANT - DAY

	AN ESTABLISHING SHOT FEATURING Verdell tied up in front.

	INT. CAROL'S RESTAURANT - DAY

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

				  CAROL
		    So what are you doing with a dog?

				  MELVIN
		    Suckered in. Set up. Pushed 
		    around.

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

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

				  CAROL
		    Sorry.

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

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

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

				  MELVIN
		    How old are you?

				  CAROL
		    Oh, please... 

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

	Carol looks at him.

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

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

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

				  MELVIN
		    What's with the dark?

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

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

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

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

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

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

				  CAROL
		    You all set here?

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

	EXT. NEW YORK STREET - DAY

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

				  MELVIN
		    It's a beautiful day for our walk.

	Melvin slows -- observes the dog mirroring his behavior.

	ON VERDELL

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

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

	ANOTHER ANGLE

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

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

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

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

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

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

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

	He exits.

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

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

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

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

	INT. NEW YORK APARTMENT BUILDING - HALLWAY - DAY

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

				  FRANK
		    How's Verdell doing?

				  MELVIN
		    He's a pain in the ass.

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

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

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

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

				  MELVIN
			    (too loudly, weirdly)
		    Okay by me.

	Frank exits.

	INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

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

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

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

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

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

	A beat of silence as Melvin thinks whether to comply.

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

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

				  SIMON
			    (not listening)
		    Verdell?

	ON VERDELL

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

				  SIMON
		    Hi, sweetheart.

	Verdell isn't eager.

	ON SIMON

	The first gnawing pains of rejection.

	INT. SIMON'S APARTMENT - DAY

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

				  SIMON
		    No. Please, don't force him.

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

	INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

	MELVIN'S POV

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

	BACK TO SCENE

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

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

				  MELVIN
		    Over the dog...  an ugly dog.

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

	EXT. NYC STREETS - DAY

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

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

	INT. PSYCHIATRIST'S OFFICE - DAY

	Melvin bursts in on the psychiatrist and emits one word.

				  MELVIN
		    Help!

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

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

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

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

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

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

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

				  DOCTOR
		    Two years ago... 

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

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

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

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

	INT. PSYCHIATRISTS' WAITING ROOM - DAY

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

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

	They look stricken. He exits.

	INT. CAROL'S RESTAURANT - DAY

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

				  CHERYL
		    What the heck are those for?

				  MELVIN
		    No. No. Get Carol.

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

				  MELVIN
		    What are you trying to do to me?

				  CHERYL
		    What the heck do you mean?

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

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

				  MANAGER
		    Out. Be silent or leave.

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

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

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

				  MELVIN
		    There's going to be trouble???

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

				  MELVIN
		    Carol's last name?

				  BUSBOY
		    Connelly.

	EXT. BROOKLYN STREET - DAY

	An uncomfortable Melvin sitting in the back of a taxi.

	MELVIN'S POV

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

	EXT. CAROL'S BUILDING - DAY

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

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

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

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

				  CAROL
		    What are you doing here?

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

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

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

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

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

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

				  CAROL
		    My son is sick, okay?

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

				  MELVIN
		    What about your mother?

				  CAROL
		    How do you know about my mother?

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

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

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

				  MELVIN
			    (uncomfortably)
		    How ya doing?

	Spencer just stares at him.

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

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

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

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

	INT. SPENCER'S ROOM

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

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

				  SPENCER
		    104.9

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

	EXT. BROOKLYN SIDEWALK - ANGLE ON CAROL - DAY

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

				  CAROL
		    Melvin, wait!

	The school kids pick up the chant in unison.

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

	He turns to face them.

				  MELVIN
		    Shut up, kids!

	They immediately obey as Carol approaches him.

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

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

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

	INT. BROOKLYN CAB - DAY

	As they settle in and drive off.

				  CAROL
		    Brooklyn Presbyterian Hospital, 
		    please and quickly please.

	EXT. HOSPITAL EMERGENCY ROOM - DAY

	As Carol enters the hospital.

				  CAROL
			    (calling back)
		    I owe you three dollars.

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

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

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

	INT. SIMON'S APARTMENT - DAY

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

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

	Simon forces his attention to Jackie.

				  SIMON
		    Sorry. What are those cards?

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

				  SIMON
			    (scared shitless)
		    Terrify me?

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

	ANGLE ON VERDELL

	as their conversation continues -- the dog is distressed.

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

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

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

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

	Verdell hides behind a chair.

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

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

	As Jackie looks at him then thumbs for a card.

				  SIMON
			    (overwhelmed)
		Wow... 

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

	INT. MELVIN'S APARTMENT - DAY

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

	INT. PUBLISHER'S OFFICE - DAY

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

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

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

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

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

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

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

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

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

				  MELVIN
		    What's it mean?

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

				  MELVIN
		    Oh God, this is like a nightmare.

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

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

				  ZOE
		    How do you write women so well?

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

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

	EXT. STREET NEAR CAROL'S BUILDING - DAY

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

	CAROL'S POV

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

	BACK TO SCENE

	As Carol breaks into a run.

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

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

				  CAROL
		    Hello? Hello?

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

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

	INT. SPENCER'S ROOM - DAY

				  CAROL
		    What? Please? Now? Tell me?!

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

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

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

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

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

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

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

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

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

				  CAROL
		    Huh?

				  BEVERLY
		    You met the gift.

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

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

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

				  CAROL
		    I'm a waitress.

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

				  BEVERLY
		    In Manhattan.

				  VOICE (O.S.)
		    Dr. Bettes?

				  DR. BETTES
		    In here.

	A NURSE enters.

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

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

	Carol and her mother exchange a look of incredulity.

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

	MOVING SHOT

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

				  DR. BETTES
		    How long has he been having 
		    problems?

				  CAROL
		    Since forever.

				  DR. BETTES
		    Have they done blood tests on him?

				  CAROL
		    Yes.

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

				  CAROL
		    Emergency room only.

				  DR. BETTES
		    Have they done skin testing for 
		    allergies?

				  CAROL
		    No.

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

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

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

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

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

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

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

				  CAROL
		    His home number.

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

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

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

				  CAROL
		    No.

	She starts towards Spencer's room.

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

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

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

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

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

	INT. SIMON'S APARTMENT - DAY

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

				  NORA
		    You poor, poor man.

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

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

				  SIMON
		    What's wrong?

				  NORA
		    Who's going to walk Verdell?

	Simon hadn't thought of this either.

				  SIMON
		    No, no.

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

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

				  MELVIN
		    Is he dead yet?

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

				  MELVIN
		    Absolutely.

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

				  MELVIN
		    Sure thing.

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

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

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

	INT. CAROL'S APARTMENT

	The doctor gone, mother and daughter arguing.

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

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

				  CAROL
		    It lets a crazy man into our 
		    lives.

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

	EXT. NEW YORK APARTMENT - ESTABLISHING - DAY

	INT. SIMON'S APARTMENT - DAY

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

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

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

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

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

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

	It's very quiet.

	LONG SHOT - SIMON

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

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

				  MELVIN
		    Maybe I'll bring him some food by.

				  SIMON
		    Thank you for walking him.

	Simon wheels away from Melvin.

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

				  MELVIN
		    It smells like shit in here?

				  SIMON
		    Go away.

				  MELVIN
		    That cleaning woman doesn't... 

				  SIMON
		    Please, just leave.

				  MELVIN
		    Where are all your queer party 
		    friends?

				  SIMON
			    (his first shout)
		    Get out.

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

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

				  MELVIN
		    Nellie, you're a disgrace to 
		    depression.

				  SIMON
		    Rot in hell, Melvin.

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

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

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

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

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

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

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

				  SIMON
		    Get out.

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

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

				  MELVIN
		    I carry bacon in my pocket.

				  SIMON
			    (pleased)
		    Oh, my gosh.

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

				  SIMON
		    Come on, sweetheart... 

				  MELVIN
		    Yo, yo, yo... 

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

				  SIMON
		    Would you leave now, please?

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

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

	INT. CAROL'S APARTMENT - LIVING ROOM - NIGHT

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

	INT. BEVERLY BEDROOM - NIGHT

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

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

	EXT. BROOKLYN STREET - NIGHT

	Carol seeing a bus and dashing after it.

	EXT. MANHATTAN BRIDGE - TWO AM

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

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

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

	ANGLE ON MELVIN AND SIMON'S APARTMENT HOUSE

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

	INT. NEW YORK APARTMENT BUILDING - NIGHT (RAIN)

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

	INT. NEW YORK APARTMENT BUILDING - HALLWAY - NIGHT

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

				  CAROL
		    Uh, Udall?

				  MELVIN (O.S.)
		    Carol the waitress?

				  CAROL
		    Yes.

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

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

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

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

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

				  CAROL
		    Why did yo do this for me?

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

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

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

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

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

				  MELVIN
		    What needs clearing up?

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

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

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

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

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

				  CAROL
		    I'm not kidding.

				  MELVIN
		    Okay!!!! Anything else?!?

				  CAROL
		    Just how grateful I am.

	Her mission completed -- she turns.

				  MELVIN
		    So you'll be at work?

				  CAROL
		    Yes.

	INT. MELVIN'S APARTMENT - NIGHT

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

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

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

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

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

	SIMON'S APARTMENT

				  MELVIN
		    I took a chance you were up.

	Simon walks painfully back to a chair.

				  MELVIN
		    I brought you Chinese soup.

				  SIMON
		    Thanks.

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

				  SIMON
		    Got any easier questions?

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

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

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

				  MELVIN
			    (brightening)
		    Yeah... 

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

				  MELVIN
		    I'm glad we did this.

	He rises and makes an awkward exit.

				  MELVIN
		    Good talking to you.

	He exits -- Simon puzzled and concerned.

	INT. CAROL'S APARTMENT - NIGHT

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

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

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

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

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

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

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

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

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

				  BEVERLY
		    Carol. What?

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

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

				  BEVERLY
		    Go ahead.

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

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

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

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

				  CAROL
		    What is it you want? What?

				  BEVERLY
		    I want us to go out.

	A beat, then.

				  CAROL
			    (simply)
		    Okay.

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

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

				  CAROL
			    (to Sean)
		    We're going out.

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

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

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

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

				  CAROL
		    Do you love me?

				  SPENCER
		    Uh-huh.

	Carol exits.

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

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

				  BEVERLY
		    Nice to get out, isn't it?

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

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

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

				   CAROL
		    Don't get it wet.

	Lisa brushes the paper -- finishes and embraces Carol.

				  CAROL
		    So it's okay?

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

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

	ON MELVIN & FRANK

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

				  FRANK
		    Sure -- take him to the vet.

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

				  FRANK
		    Do it.

				  CAROL
		    Melvin.

	She self-consciously hands him with the thick envelope.

				  MELVIN
		    What's this?

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

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

	After Carol leaves... 

				  FRANK
		    She's nice.

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

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

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

				  FRANK
		    What?

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

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

				  MELVIN
		    About a dog.

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

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

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

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

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

				  MELVIN
		    Think white and get serious.

	Carol enters scene.

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

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

				  CAROL
		    Getting loud, getting loud.

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

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

	She exits. Frank prepares to depart.

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

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

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

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

				  MELVIN
		    Last word freak.

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

				  CAROL
		    So. Anything else?

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

				  CAROL
		    Okay.

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

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

	She offers him the note.

				  MELVIN
		    No... no thank you notes.

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

				  MELVIN
		    Lovely.

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

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

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

	And finally Carol notes Melvin's mood and pauses.

				  MELVIN
		    Nice of you... thank you.

				  CAROL
		    Thank you.

				  MELVIN
		    Now I want you to do something for me.

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

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

				  MELVIN
		    I want you to go on this trip.

				  CAROL
		    No, sir... 

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

				  CAROL
		    The stiff one eye?

				  MELVIN
		    Two days.

				  CAROL
		    I can't. I work.

				  MELVIN
		    You take off when you have to.

				  CAROL
		    My son.

				  MELVIN
		    Bettes tells me he's doing fine.

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

				  MELVIN
		    What's that got to do with it?

				  CAROL
		    Funny, I thought it was a strong 
		    point.

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

				  CAROL
		    Are you saying accepting your help 
		    obligates me!?

				  MELVIN
		    Is there another way to see it?

				  CAROL
		    No.

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

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

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

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

	INSERT -- UNDERWEAR DRAWER

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

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

	As she exits the room --

	INT. CAROL'S APARTMENT - KITCHEN - NIGHT

	As she picks up the phone.

	INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

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

				  MELVIN
		    Woo-woo.

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

	ON CAROL

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

				  CAROL
		    Hello?

				  MELVIN
		    Are you still coming?

				  CAROL
		    Yes.

	Melvin visibly relaxes.

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

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

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

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

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

				  MELVIN
		    Whether crabs are in season there 
		    now... 

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

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

	Beverly looks up expectantly as her daughter enters.

				  BEVERLY
		    How was it talking to him?

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

				  BEVERLY
		    Well, maybe he has nice friends.

	EXT. CAROL'S APARTMENT BUILDING - DAY

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

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

	As she boards the bus.

				  BEVERLY
		    Call me as soon as you're settled.

				  CAROL
			    (to Spencer)
		    I love you.

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

				  CAROL
			    (to bus driver)
		    Sensitive, huh?!

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

	INT. VETERINARIAN'S WAITING ROOM - DAY

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

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

				  VETERINARIAN
		    Anything unusual in the dog's 
		    diet?

				  MELVIN
		    No. Everybody gets their own 
		    cage?

				  VETERINARIAN
		    Certainly.

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

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

	Carol disembarks.

	EXT. APARTMENT BUILDING (NEW YORK) - DAY

	As she walks and turns a corner.

	CLOSE ON CAROL

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

	CAROL'S POV

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

	CLOSER ON MELVIN

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

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

				  SIMON
			    (upset)
		    So am I, Frank.

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

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

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

				  CAROL
		    Hi.

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

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

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

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

	Carol puts her bag in the car.

				  MELVIN
		    I was going to do that for you.

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

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

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

				  SIMON
		    That's very thoughtful.

				  MELVIN
		    Never a break. Never.

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

				  MELVIN
		    You're really jammed back there.

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

				  CAROL
		    Thanks, Melvin.

				  MELVIN
		    Welcome.

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

	EXT. 12TH STREET

	Turning onto Fifth.

				  MELVIN
		    I got the whole ride programmed.

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

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

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

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

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

	And, as the MUSIC PLAYS, Simon looks out.

	EXT. ROAD - DAY

	The three of them... Carol chattering away.

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

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

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

	EXT. ROAD - DAY

	A short time later. Carol is now driving.

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

				  MELVIN
		    Nonsense!

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

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

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

				  CAROL
		    Yes. I really would.

				  SIMON
		    Well... 

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

	Car pulling over toward parking spot.

	EXT. HIGHWAY - CURBSIDE - CONVERTIBLE - DAY

	She takes the car curbside and parks.

				  CAROL
		    Now go ahead.

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

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

				  MELVIN
		    This stuff is pointless.

				  CAROL
		    Hey -- you let him... 

				  MELVIN
		    You like sad stories -- you want 
		    mine.

				  CARL