AS GOOD AS IT GETS


by

Mard Andrus

And

James J. Brooks

Story by

Mark Andrus




	FADE IN:

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

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

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

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

	POV - MELVIN UDALL

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

			         MELVIN
		    Come here, sweetheart... come on.

	ON DOG

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

			         MELVIN
		    Wanna go for a ride? Okay,
		    sweetie?

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

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

	The dog takes a snap at Melvin, but the man is much
	meaner and quicker than the dog -- he holds his snout
	shut with his hand and reaches for the door of the
	garbage chute.

			         MELVIN
		    I'll bet you wish you were some
		    sort of real dog now, huh? Don't
		    worry...  this is New York. If you
		    can make it here, you can make it
		    anywhere, you know? You ugly,
		    smelly fuck.

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

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

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

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

	He notices Melvin at the far end of the hall.

			         SIMON
		    Mr. Udall... excuse me. Hey
		    there!
			    (as Melvin turns)
		    Have you seen Verdell?

			         MELVIN
		    What's he look like?

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

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

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

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

			         SIMON
		    Which color was that?

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

	Simon has had it.

			         SIMON
		    Frank Sachs -- Melvin Udall.

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

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

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

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

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

	FRANK can only smile.

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

				  MELVIN
		    Hope you find him. I love that
		    dog.

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

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

	Simon closes his door leaving Melvin alone in the
	hallway.

				  MELVIN
		    I love throwing your dog down the
		    garbage chute.

	INT. MELVIN'S APARTMENT, BATHROOM - NIGHT

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

	INT. MEDICINE CHEST

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

	INT. SIMON'S APARTMENT, ENTRANCE HALL - NIGHT

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

	SIMON

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

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

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

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

				  SIMON
		    Just for a second, okay?

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

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

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

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

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

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

				  SIMON
		    My God! No!

	He stares out... Frank frustrated following.

	INT. MELVIN'S APARTMENT - OFFICE - NIGHT

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

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

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

				  SIMON (O.S.)
		    Mr. Udall.

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

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

	More KNOCKING.

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

				  MELVIN
		    'Love was... '

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

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

	He burst from his chair.

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

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

				  MELVIN
			    (loud and angry)
		    Yeeeess!!!

				  SIMON
		    Maybe this can wait.

	Frank signals encouragement as Melvin opens the door.

				  SIMON
		    I found Verdell, Mr. Udall.

				  MELVIN
		    Well, that's a load off.

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

				  SIMON
		    Did you... do something to him?

				  MELVIN
		    Do you realize that I work at
		    him?

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

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

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

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

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

				  MELVIN
		    Okay, then.

	Melvin enters his apartment and slams the door shut.

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

	Frank smiles affectionately. Simon turns serious.

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

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

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

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

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

				  MELVIN
		    No touch. No touch. No touch.

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

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

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

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

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

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

	CLOSER ON MELVIN

	His eyes focused on the terrain.

	INT. CAROL'S RESTAURANT - DAY

	ANGLE ON WAITRESS

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

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

				  MOTHER
		    It's that new medication.

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

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

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

				  MOTHER
		    Isn't that sweet.

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

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

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

				  HER MALE COMPANION
		    Wonderful.

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

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

				  LISA
		    Pay me back next week.

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

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

				  MELVIN
		    I'm starving.

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

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

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

				  CAROL
		    "Ready" is not my problem.

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

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

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

				  CAROL
		    I know. He's just the best.

				  MELVIN
		    I've got Jews at my table.

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

	The two waitresses signal their protests.

				  CAROL
		    Or you can just wait your turn...

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

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

				  WOMAN
		    What?!!

				  MAN
			    (to Woman)
		    Let's go --

	The Woman starts to protest.

				  MAN
		    Let's leave. We're going.

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

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

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

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

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

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

	ON CAROL

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

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

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

				  CAROL
		    Okay. I'll get your order.

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

	INT. CAROL'S APARTMENT - NIGHT

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

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

				  YOUNG MAN
		    What?

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

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

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

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

				  CAROL
		    Kissing...  kissing boys. Oh my.

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

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

				  YOUNG MAN
		    Maybe you better check.

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

	INT. HALLWAY/BEVERLY'S ROOM - NIGHT

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

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

	Carol now goes into her son's room.

	INT. SPENCER'S ROOM - NIGHT

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

				  SPENCER
		    I'm sorry.

				  CAROL
		    Don't be silly. How bad?

				  SPENCER
		    Not bad.

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

	INT. LIVING ROOM - NIGHT

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

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

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

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

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

				  CAROL
		    That'll teach you.

				  YOUNG MAN
		    Don't apologize.

				  CAROL
			    (perturbed)
		    That wasn't an apology.

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

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

				  YOUNG MAN
		    No way.

	She brightens.

				  YOUNG MAN
		    I'll take a cab.

	She deflates as he moves past her.

				  YOUNG MAN
		    Too much reality for a Friday
		    night.

	EXT. HOLLAND TUNNEL - NIGHT

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

				  EVAN
		    Why is every customer surprised I
		    read books?

				  DOUG
			    (amazed)
		    You read books?

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

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

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

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

	Seeing the hustlers:

				  CARL
.		    ...  I just found a model.

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

				  EVAN
		    Hey, hi...  remember?

				  CARL
		    I only need one.

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

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

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

	INT. SIMON'S APARTMENT - DAY

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

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

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

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

	And he turns and sees the naked model.

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

	Vincent moves back to retrieve his clothes.

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

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

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

				  SIMON
		    Exactly what is your previous
		    experience?

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

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

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

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

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

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

				  VINCENT
		    I know exactly what you mean.

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

				  SIMON
		    Hold it.

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

	INT. RESTAURANT - DAY

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

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

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

				  CAROL
			    (reluctant forgiveness)
		    Okay.

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

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

				  MELVIN
		    I see the help -- judgement call.

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

				  MELVIN
		    What's wrong with your son,
		    anyway?

				  CAROL
		    What do you care?

	Melvin just looks at her.

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

				  MELVIN
			    (caught)
		    No.

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

				  MELVIN
		    His name?

				  CAROL
		    Spencer.

				  MELVIN
		    Okay.

				  CAROL
			    (quietly)
		    Spence.

	She exits.

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

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

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

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

	ANGLE - APARTMENT

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

				  DOUG
		   Lucky Vinnie -- he's a painting.

	INT. SIMON'S APARTMENT, STUDIO - DAY

	MUSIC PLAYS -- Simon cleaning up his stuff.

				  VINCENT
		    So you're practically finished,
		    huh?

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

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

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

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

				  VINCENT
		    Wait -- I want to see the
		    painting.

				  SIMON
		    Just a second -- he has to go.

				  VINCENT
		    Please!! NO!!!

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

	INT. SIMON'S APARTMENT - LIVING ROOM - DAY

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

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

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

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

				  DOUG
		    Yo.

	Simon turns to Vincent.

				  SIMON
		    Why are you doing this?

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

	Now Evan appears holding a brass hat rack.

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

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

	ON VERDELL

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

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

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

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

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

				  RAY
			    (stunned)
		    What?

				  MELVIN
		    Just move on. No one here killed
		    him.

				  RAY
		    Oh, is he dead?

				  MELVIN
		    Ask him.

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

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

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

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

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

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

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

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

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

	VERDELL starts WHIMPERING as a pissed Frank approaches
	his mugger:

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

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

				  FRANK
		    Thanks for looking after him.

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

	INT. MELVIN'S APARTMENT - NIGHT

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

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

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

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

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

				  MELVIN
		    You're dead!!

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

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

	Melvin exits. Verdell is in a major funk.

	INT. MELVIN'S APARTMENT - KITCHEN - NIGHT

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

				  MELVIN
		    Don't you touch anything.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

	INT. HOSPITAL CORRIDOR - DAY

	Frank on the phone.

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

				  JACKIE
		    We can see him.

				  FRANK
		    I'll meet you in there.

	INT. HOSPITAL ROOM - DAY

	As Jackie enters.

				  JACKIE
		    How you doing, great one?

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

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

				  SIMON
		    That bad, huh?

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

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

				  SIMON
		    Jackie, will you hand me the
		    mirror?

				  JACKIE
			    (a small voice)
		    No.

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

				  JACKIE
		    Wait, I have a smaller one.

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

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

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

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

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

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

				  FRANK
		    Yes. Your dog is fine, Simon.

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

				  SIMON
		    Okay, waiting gives the devil
		    time. Now!

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

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

	EXT. CAROL'S RESTAURANT - DAY

	AN ESTABLISHING SHOT FEATURING Verdell tied up in front.

	INT. CAROL'S RESTAURANT - DAY

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

				  CAROL
		    So what are you doing with a dog?

				  MELVIN
		    Suckered in. Set up. Pushed
		    around.

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

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

				  CAROL
		    Sorry.

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

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

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

				  MELVIN
		    How old are you?

				  CAROL
		    Oh, please...

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

	Carol looks at him.

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

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

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

				  MELVIN
		    What's with the dark?

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

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

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

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

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

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

				  CAROL
		    You all set here?

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

	EXT. NEW YORK STREET - DAY

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

				  MELVIN
		    It's a beautiful day for our walk.

	Melvin slows -- observes the dog mirroring his behavior.

	ON VERDELL

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

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

	ANOTHER ANGLE

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

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

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

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

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

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

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

	He exits.

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

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

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

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

	INT. NEW YORK APARTMENT BUILDING - HALLWAY - DAY

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

				  FRANK
		    How's Verdell doing?

				  MELVIN
		    He's a pain in the ass.

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

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

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

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

				  MELVIN
			    (too loudly, weirdly)
		    Okay by me.

	Frank exits.

	INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

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

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

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

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

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

	A beat of silence as Melvin thinks whether to comply.

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

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

				  SIMON
			    (not listening)
		    Verdell?

	ON VERDELL

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

				  SIMON
		    Hi, sweetheart.

	Verdell isn't eager.

	ON SIMON

	The first gnawing pains of rejection.

	INT. SIMON'S APARTMENT - DAY

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

				  SIMON
		    No. Please, don't force him.

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

	INT. MELVIN'S APARTMENT - LIVING ROOM - DAY

	MELVIN'S POV

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

	BACK TO SCENE

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

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

				  MELVIN
		    Over the dog...  an ugly dog.

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

	EXT. NYC STREETS - DAY

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

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

	INT. PSYCHIATRIST'S OFFICE - DAY

	Melvin bursts in on the psychiatrist and emits one word.

				  MELVIN
		    Help!

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

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

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

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

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

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

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

				  DOCTOR
		    Two years ago...

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

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

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

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

	INT. PSYCHIATRISTS' WAITING ROOM - DAY

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

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

	They look stricken. He exits.

	INT. CAROL'S RESTAURANT - DAY

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

				  CHERYL
		    What the heck are those for?

				  MELVIN
		    No. No. Get Carol.

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

				  MELVIN
		    What are you trying to do to me?

				  CHERYL
		    What the heck do you mean?

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

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

				  MANAGER
		    Out. Be silent or leave.

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

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

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

				  MELVIN
		    There's going to be trouble???

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

				  MELVIN
		    Carol's last name?

				  BUSBOY
		    Connelly.

	EXT. BROOKLYN STREET - DAY

	An uncomfortable Melvin sitting in the back of a taxi.

	MELVIN'S POV

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

	EXT. CAROL'S BUILDING - DAY

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

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

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

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

				  CAROL
		    What are you doing here?

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

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

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

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

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

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

				  CAROL
		    My son is sick, okay?

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

				  MELVIN
		    What about your mother?

				  CAROL
		    How do you know about my mother?

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

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

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

				  MELVIN
			    (uncomfortably)
		    How ya doing?

	Spencer just stares at him.

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

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

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

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

	INT. SPENCER'S ROOM

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

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

				  SPENCER
		    104.9

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

	EXT. BROOKLYN SIDEWALK - ANGLE ON CAROL - DAY

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

				  CAROL
		    Melvin, wait!

	The school kids pick up the chant in unison.

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

	He turns to face them.

				  MELVIN
		    Shut up, kids!

	They immediately obey as Carol approaches him.

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

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

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

	INT. BROOKLYN CAB - DAY

	As they settle in and drive off.

				  CAROL
		    Brooklyn Presbyterian Hospital,
		    please and quickly please.

	EXT. HOSPITAL EMERGENCY ROOM - DAY

	As Carol enters the hospital.

				  CAROL
			    (calling back)
		    I owe you three dollars.

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

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

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

	INT. SIMON'S APARTMENT - DAY

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

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

	Simon forces his attention to Jackie.

				  SIMON
		    Sorry. What are those cards?

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

				  SIMON
			    (scared shitless)
		    Terrify me?

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

	ANGLE ON VERDELL

	as their conversation continues -- the dog is distressed.

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

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

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

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

	Verdell hides behind a chair.

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

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

	As Jackie looks at him then thumbs for a card.

				  SIMON
			    (overwhelmed)
		Wow...

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

	INT. MELVIN'S APARTMENT - DAY

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

	INT. PUBLISHER'S OFFICE - DAY

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

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

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

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

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

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

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

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

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

				  MELVIN
		    What's it mean?

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

				  MELVIN
		    Oh God, this is like a nightmare.

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

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

				  ZOE
		    How do you write women so well?

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

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

	EXT. STREET NEAR CAROL'S BUILDING - DAY

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

	CAROL'S POV

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

	BACK TO SCENE

	As Carol breaks into a run.

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

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

				  CAROL
		    Hello? Hello?

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

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

	INT. SPENCER'S ROOM - DAY

				  CAROL
		    What? Please? Now? Tell me?!

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

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

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

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

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

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

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

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

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

				  CAROL
		    Huh?

				  BEVERLY
		    You met the gift.

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

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

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

				  CAROL
		    I'm a waitress.

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

				  BEVERLY
		    In Manhattan.

				  VOICE (O.S.)
		    Dr. Bettes?

				  DR. BETTES
		    In here.

	A NURSE enters.

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

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

	Carol and her mother exchange a look of incredulity.

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

	MOVING SHOT

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

				  DR. BETTES
		    How long has he been having
		    problems?

				  CAROL
		    Since forever.

				  DR. BETTES
		    Have they done blood tests on him?

				  CAROL
		    Yes.

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

				  CAROL
		    Emergency room only.

				  DR. BETTES
		    Have they done skin testing for
		    allergies?

				  CAROL
		    No.

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

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

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

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

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

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

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

				  CAROL
		    His home number.

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

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

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

				  CAROL
		    No.

	She starts towards Spencer's room.

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

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

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

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

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

	INT. SIMON'S APARTMENT - DAY

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

				  NORA
		    You poor, poor man.

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

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

				  SIMON
		    What's wrong?

				  NORA
		    Who's going to walk Verdell?

	Simon hadn't thought of this either.

				  SIMON
		    No, no.

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

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

				  MELVIN
		    Is he dead yet?

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

				  MELVIN
		    Absolutely.

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

				  MELVIN
		    Sure thing.

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

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

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

	INT. CAROL'S APARTMENT

	The doctor gone, mother and daughter arguing.

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

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

				  CAROL
		    It lets a crazy man into our
		    lives.

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

	EXT. NEW YORK APARTMENT - ESTABLISHING - DAY

	INT. SIMON'S APARTMENT - DAY

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

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

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

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

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

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

	It's very quiet.

	LONG SHOT - SIMON

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

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

				  MELVIN
		    Maybe I'll bring him some food by.

				  SIMON
		    Thank you for walking him.

	Simon wheels away from Melvin.

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

				  MELVIN
		    It smells like shit in here?

				  SIMON
		    Go away.

				  MELVIN
		    That cleaning woman doesn't...

				  SIMON
		    Please, just leave.

				  MELVIN
		    Where are all your queer party
		    friends?

				  SIMON
			    (his first shout)
		    Get out.

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

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

				  MELVIN
		    Nellie, you're a disgrace to
		    depression.

				  SIMON
		    Rot in hell, Melvin.

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

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

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

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

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

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

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

				  SIMON
		    Get out.

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

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

				  MELVIN
		    I carry bacon in my pocket.

				  SIMON
			    (pleased)
		    Oh, my gosh.

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

				  SIMON
		    Come on, sweetheart...

				  MELVIN
		    Yo, yo, yo...

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

				  SIMON
		    Would you leave now, please?

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

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

	INT. CAROL'S APARTMENT - LIVING ROOM - NIGHT

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

	INT. BEVERLY BEDROOM - NIGHT

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

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

	EXT. BROOKLYN STREET - NIGHT

	Carol seeing a bus and dashing after it.

	EXT. MANHATTAN BRIDGE - TWO AM

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

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

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

	ANGLE ON MELVIN AND SIMON'S APARTMENT HOUSE

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

	INT. NEW YORK APARTMENT BUILDING - NIGHT (RAIN)

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

	INT. NEW YORK APARTMENT BUILDING - HALLWAY - NIGHT

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

				  CAROL
		    Uh, Udall?

				  MELVIN (O.S.)
		    Carol the waitress?

				  CAROL
		    Yes.

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

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

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

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

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

				  CAROL
		    Why did yo do this for me?

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

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

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

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

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

				  MELVIN
		    What needs clearing up?

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

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

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

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

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

				  CAROL
		    I'm not kidding.

				  MELVIN
		    Okay!!!! Anything else?!?

				  CAROL
		    Just how grateful I am.

	Her mission completed -- she turns.

				  MELVIN
		    So you'll be at work?

				  CAROL
		    Yes.

	INT. MELVIN'S APARTMENT - NIGHT

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

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

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

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

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

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

	SIMON'S APARTMENT

				  MELVIN
		    I took a chance you were up.

	Simon walks painfully back to a chair.

				  MELVIN
		    I brought you Chinese soup.

				  SIMON
		    Thanks.

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

				  SIMON
		    Got any easier questions?

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

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

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

				  MELVIN
			    (brightening)
		    Yeah...

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

				  MELVIN
		    I'm glad we did this.

	He rises and makes an awkward exit.

				  MELVIN
		    Good talking to you.

	He exits -- Simon puzzled and concerned.

	INT. CAROL'S APARTMENT - NIGHT

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

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

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

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

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

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

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

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

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

				  BEVERLY
		    Carol. What?

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

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

				  BEVERLY
		    Go ahead.

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

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

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

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

				  CAROL
		    What is it you want? What?

				  BEVERLY
		    I want us to go out.

	A beat, then.

				  CAROL
			    (simply)
		    Okay.

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

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

				  CAROL
			    (to Sean)
		    We're going out.

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

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

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

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

				  CAROL
		    Do you love me?

				  SPENCER
		    Uh-huh.

	Carol exits.

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

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

				  BEVERLY
		    Nice to get out, isn't it?

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

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

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

				   CAROL
		    Don't get it wet.

	Lisa brushes the paper -- finishes and embraces Carol.

				  CAROL
		    So it's okay?

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

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

	ON MELVIN & FRANK

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

				  FRANK
		    Sure -- take him to the vet.

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

				  FRANK
		    Do it.

				  CAROL
		    Melvin.

	She self-consciously hands him with the thick envelope.

				  MELVIN
		    What's this?

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

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

	After Carol leaves...

				  FRANK
		    She's nice.

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

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

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

				  FRANK
		    What?

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

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

				  MELVIN
		    About a dog.

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

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

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

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

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

				  MELVIN
		    Think white and get serious.

	Carol enters scene.

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

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

				  CAROL
		    Getting loud, getting loud.

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

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

	She exits. Frank prepares to depart.

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

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

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

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

				  MELVIN
		    Last word freak.

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

				  CAROL
		    So. Anything else?

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

				  CAROL
		    Okay.

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

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

	She offers him the note.

				  MELVIN
		    No... no thank you notes.

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

				  MELVIN
		    Lovely.

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

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

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

	And finally Carol notes Melvin's mood and pauses.

				  MELVIN
		    Nice of you... thank you.

				  CAROL
		    Thank you.

				  MELVIN
		    Now I want you to do something for me.

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

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

				  MELVIN
		    I want you to go on this trip.

				  CAROL
		    No, sir...

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

				  CAROL
		    The stiff one eye?

				  MELVIN
		    Two days.

				  CAROL
		    I can't. I work.

				  MELVIN
		    You take off when you have to.

				  CAROL
		    My son.

				  MELVIN
		    Bettes tells me he's doing fine.

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

				  MELVIN
		    What's that got to do with it?

				  CAROL
		    Funny, I thought it was a strong
		    point.

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

				  CAROL
		    Are you saying accepting your help
		    obligates me!?

				  MELVIN
		    Is there another way to see it?

				  CAROL
		    No.

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

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

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

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

	INSERT -- UNDERWEAR DRAWER

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

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

	As she exits the room --

	INT. CAROL'S APARTMENT - KITCHEN - NIGHT

	As she picks up the phone.

	INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

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

				  MELVIN
		    Woo-woo.

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

	ON CAROL

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

				  CAROL
		    Hello?

				  MELVIN
		    Are you still coming?

				  CAROL
		    Yes.

	Melvin visibly relaxes.

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

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

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

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

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

				  MELVIN
		    Whether crabs are in season there
		    now...

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

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

	Beverly looks up expectantly as her daughter enters.

				  BEVERLY
		    How was it talking to him?

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

				  BEVERLY
		    Well, maybe he has nice friends.

	EXT. CAROL'S APARTMENT BUILDING - DAY

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

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

	As she boards the bus.

				  BEVERLY
		    Call me as soon as you're settled.

				  CAROL
			    (to Spencer)
		    I love you.

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

				  CAROL
			    (to bus driver)
		    Sensitive, huh?!

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

	INT. VETERINARIAN'S WAITING ROOM - DAY

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

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

				  VETERINARIAN
		    Anything unusual in the dog's
		    diet?

				  MELVIN
		    No. Everybody gets their own
		    cage?

				  VETERINARIAN
		    Certainly.

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

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

	Carol disembarks.

	EXT. APARTMENT BUILDING (NEW YORK) - DAY

	As she walks and turns a corner.

	CLOSE ON CAROL

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

	CAROL'S POV

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

	CLOSER ON MELVIN

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

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

				  SIMON
			    (upset)
		    So am I, Frank.

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

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

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

				  CAROL
		    Hi.

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

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

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

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

	Carol puts her bag in the car.

				  MELVIN
		    I was going to do that for you.

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

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

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

				  SIMON
		    That's very thoughtful.

				  MELVIN
		    Never a break. Never.

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

				  MELVIN
		    You're really jammed back there.

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

				  CAROL
		    Thanks, Melvin.

				  MELVIN
		    Welcome.

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

	EXT. 12TH STREET

	Turning onto Fifth.

				  MELVIN
		    I got the whole ride programmed.

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

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

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

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

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

	And, as the MUSIC PLAYS, Simon looks out.

	EXT. ROAD - DAY

	The three of them... Carol chattering away.

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

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

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

	EXT. ROAD - DAY

	A short time later. Carol is now driving.

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

				  MELVIN
		    Nonsense!

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

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

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

				  CAROL
		    Yes. I really would.

				  SIMON
		    Well...

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

	Car pulling over toward parking spot.

	EXT. HIGHWAY - CURBSIDE - CONVERTIBLE - DAY

	She takes the car curbside and parks.

				  CAROL
		    Now go ahead.

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

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

				  MELVIN
		    This stuff is pointless.

				  CAROL
		    Hey -- you let him...

				  MELVIN
		    You like sad stories -- you want
		    mine.

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

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

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

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

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

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

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

	Melvin shifts INTO the FRAME.

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

				  CAROL
		    No.

				  SIMON
		    Not it at all, really.

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

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

				  MELVIN
		    Two bedrooms and the sofa opens...

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

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

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

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

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

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

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

				  MELVIN
		    Can I ask you a personal question?

	Simon laughs loudly in apprehension squared.

				  MELVIN
		    Do you ever get an erection for a
		    woman?

				  SIMON
		    Melvin...

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

				  SIMON
		    You consider your life easy.

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

	INT. HOTEL SUITE - LIVING ROOM - DAY

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

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

				  MELVIN
		    Dancing?

				  SIMON
		    I can't, I'm exhausted.

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

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

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

				  CAROL
		    What a nice compliment.

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

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

	She exits the room. Melvin unnerved.

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

	INT. HOTEL SUITE - NIGHT

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

	SERIES OF DISSOLVES

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

	EXT. FIRST RATE RESTAURANT - NIGHT

	As they drive up.

				  VALET
		    Good evening, sir.

				  MELVIN
		    They sell hard shell crabs here?

				  VALET
		    Yes.

	INT. FIRST RATE RESTAURANT - NIGHT

	As they enters...

				  HEAD WAITER
		    Good evening.

				  MELVIN
		    Hi. You have hard shells, right?

				  CAROL
		    Stop asking everyone.

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

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

				  MELVIN
		    What?

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

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

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

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

				  HEAD WAITER
		    Actually, I don't think so.

				  MELVIN
			    (to Carol)
		    Wait here.

	EXT. FIRST RATE RESTAURANT - NIGHT

	As Melvin takes his car back from the valet.

	EXT. STREET - SHOPPING MALL - NIGHT

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

	INT. SHOPPING MALL - MEN'S STORE - NIGHT

	Melvin walks to the doorway and stops suddenly.

				  SALESMAN
		    Good evening.

				  MELVIN
		    I need a coat and tie.

	OTHER ANGLE

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

				  SALESMAN
		    Come on in.

				  MELVIN
		    No.

				  SALESMAN
		    No?

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

	EXT. FIRST RATE RESTAURANT - NIGHT

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

				  VALET #2
		    Good evening.

				  MELVIN
		    You have hard shells?

				  VALET #2
		    I'm not sure.

				  MELVIN
		    Everyone else says you do.

				  VALET #2
		    Then I guess we do.

	INT. FIRST RATE RESTAURANT

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

				  HEAD WAITER
		    Shall I get her for you?

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

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

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

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

				  CAROL
		    You look s...

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

				  CAROL
		    You look great.

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

				  CAROL
		    You wanna dance?

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

				  CAROL
			    (rising)
		    And?

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

	ON CAROL

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

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

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

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

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

				  MELVIN
		    Okay.

	He waves her down.

				  CAROL
			    (sitting)
		    And mean it...

				  MELVIN
		    Can we order first?

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

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

				  CAROL
		    Fries.

				  MELVIN
			    (calling)
		    One baked -- one fries.

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

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

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

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

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

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

				  MELVIN
		    You make me want to be a better
		    man.

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

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

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

	Carol laughs.

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

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

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

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

				  MELVIN
		    Never.

				  CAROL
		    Here's the trouble with never.

	TIGHT SHOT

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

				  MELVIN
		    You don't owe me that.

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

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

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

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

	She kisses him again.

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

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

				  CAROL
			    (humiliated)
		    Sex with Simon?

				  MELVIN
		    It's one idea...

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

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

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

				  MELVIN
		    It was a mistake.

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

	INT. SIMON'S HOTEL ROOM - NIGHT

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

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

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

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

	INT. HOTEL SUITE - CAROL'S ROOM - NIGHT

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

	INT. HOTEL SUITE - SIMON'S ROOM - NIGHT

				  SIMON
		    Hello... Hello???

	Carol thrusts open the door and enters...

				  SIMON
		    Was this supposed to be your room?

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

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

				  SIMON
		    Can you not be violent?

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

				  SIMON
			    (emphatically)
		    No!!!

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

				  SIMON
		    Uh-huh...

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

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

				  CAROL
		    Why? What have you been thinking
		    about?

				  SIMON
		    How to die, mostly.

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

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

				  SIMON
			    (turning off the light)
		    Good night.

				  CAROL
		    Good night.

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

	SIMON'S POV

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

	BACK TO SCENE

				  SIMON
			    (a whisper)
		    Hold it.

	He leaves the bed.

	ANGLES ON HOTEL DESK

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

				  SIMON
		    I've got to sketch you.

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

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

				  CAROL
		    Stop staring. Do a vase.

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

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

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

				  CAROL
		    All right, cut me a break.

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

	INT. BAR - NIGHT

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

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

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

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

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

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

	FULL SHOT

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

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

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

	INT. HOTEL SUITE - LIVING ROOM - DAY

	Melvin is having a room service breakfast.

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

				  MELVIN
		    Did you have sex with her?

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

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

				  CAROL
		    To hell with sex.

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

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

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

	Melvin reacts.

	INT. HOTEL SUITE - DAY

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

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

	ON MELVIN AND CAROL

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

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

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

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

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

				  SIMON
		    I'm going back with you.

				  CAROL
		    But what about...

				  SIMON
		    I'll take care of myself --

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

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

				  CAROL
		    One night with me!

				  SIMON
		    You think you're kidding.

	Melvin stalks out.

	EXT. HIGHWAY - DAY

	The car parked near a phone booth --

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

	Carol walks up to Simon in the car.

				  CAROL
		    I got a gift for you.

	She hands him a base ball cap.

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

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

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

	Melvin hangs up the phone.

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

				  SIMON
		    Another place where?

				  MELVIN
		    Does it matter?

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

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

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

				  CAROL
		    I don't.

				  MELVIN
		    This one has a special meaning.

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

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

	EXT. APARTMENT BUILDING (NEW YORK) - NIGHT

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

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

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

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

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

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

				  CAROL
		    Don't want to. I love you.

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

				  MELVIN
		    Don't say anything.

	INT. MELVIN'S APARTMENT KITCHEN - NIGHT

	Where Verdell's ears prick.

	INT. APARTMENT - NIGHT

	As they enter.

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

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

	The door opens, revealing them:

				  MELVIN
		    I think you gotta camp it here...

				  SIMON
		    What are you talking about?

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

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

	Melvin reacts.

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

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

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

	Simon follows.

	INT. SIMON'S NEW ROOM - NIGHT

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

				  SIMON
		    Thank you, Melvin. You overwhelm
		    me.

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

				  SIMON
		    I love you.

	Melvin looks at him finally -- pretensions fall.

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

	INT. CAROL'S APARTMENT - NIGHT

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

	INT. MELVIN'S APARTMENT - BEDROOM - NIGHT

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

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

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

				  SIMON (O.S.)
		    Verdell, sweeties?

	Melvin breathes again. Simon enters the room.

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

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

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

				  SIMON
		    Should I get it?

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

				  SIMON (O.S.)
		    Hello.

	ON SIMON

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

	He walks back to Melvin's room.

	INT. MELVIN'S ROOM - NIGHT

	As he enters.

				  SIMON
		    It's Carol.

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

				  MELVIN
		    Here. Take the dog.

	As he speeds him out...

				  SIMON
		    Good luck.

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

				  MELVIN
		    Hello.

				  CAROL
		    Yeah... Well...

				  MELVIN
			    (very concerned)
		    How you doing?

				  CAROL
		    I can trust my brain.

				  MELVIN
		    That seems like a good choice.

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

				  MELVIN
		    The two might go together.

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

				  MELVIN
			    (what the hell)
		    Cute.

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

	He nods his head, "yes."

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

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

				  MELVIN
		    Okay to say something now?

				  CAROL
		    Go ahead.

				  MELVIN
		    I should've danced with you.

				  CAROL
		    Okay. Good-bye.

				  MELVIN
		    So long.

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

	INT. MELVIN'S APARTMENT - LIVING ROOM - NIGHT

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

				  MELVIN
		    You going to come talk to me or
		    not?

				  SIMON
		    I'm coming.

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

				  SIMON
		    What did she say?

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

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

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

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

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

				  SIMON
		    Did you like it that much?

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

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

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

				  SIMON
		    But you know where you're lucky?

				  MELVIN
		    Absolutely not.

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

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

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

				  MELVIN
		    Okay. Thanks a lot. Here I go.

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

				  SIMON
		    What's wrong?

				  MELVIN
		    I forgot to lock the door.

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

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

	INT. CAROL'S APARTMENT BUILDING - VESTIBULE - NIGHT

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

	INT. CAROL'S APARTMENT - NIGHT

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

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