"AS GOOD AS IT GETS" (1997)

AS GOOD AS IT GETS

Written by

Mard Andrus& James L. Brooks

Story by

Mark Andrus

FADE IN:

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.

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.

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.

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.

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.

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

He notices Melvin at the far end of the hall.

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

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

Simon has had it.

FRANK can only smile.

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

Simon closes his door leaving Melvin alone in the hallway.

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.

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

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

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.

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

Look at him... where was little baby?

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

He stares out... Frank frustrated following.

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

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

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

More KNOCKING.

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

He burst from his chair.

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

Frank signals encouragement as Melvin opens the door.

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

Melvin enters his apartment and slams the door shut.

Frank smiles affectionately. Simon turns serious.

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

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.

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.

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.

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.

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

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.

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

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

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.

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

The two waitresses signal their protests.

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

The Woman starts to protest.

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

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.

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

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

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.

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.

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

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.

Carol now goes into her son's room.

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.

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.

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

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.

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

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

She brightens.

She deflates as he moves past her.

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.

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.

Seeing the hustlers:

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

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.

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

And he turns and sees the naked model.

Vincent moves back to retrieve his clothes.

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

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

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

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

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

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

Melvin just looks at her.

She exits.

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.

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.

MUSIC PLAYS -- Simon cleaning up his stuff.

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.

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."

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.

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

Simon turns to Vincent.

Now Evan appears holding a brass hat rack.

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

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.

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.

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

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

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

Melvin exits. Verdell is in a major funk.

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

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.

Frank on the phone.

As Jackie enters.

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.

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

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

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

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.

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

AN ESTABLISHING SHOT FEATURING Verdell tied up in front.

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.

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

Carol looks at him.

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

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

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

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

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 slows -- observes the dog mirroring his behavior.

ANOTHER ANGLE

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.

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...

He exits.

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

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.

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

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

Frank exits.

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.

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

A beat of silence as Melvin thinks whether to comply.

Verdell isn't eager.

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.

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.

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.

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

Melvin bursts in on the psychiatrist and emits one word.

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

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.

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

They look stricken. He exits.

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.

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

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

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.

An uncomfortable Melvin sitting in the back of a taxi.

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

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

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

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

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

Spencer just stares at him.

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

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

SPENCER

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.

The school kids pick up the chant in unison.

He turns to face them.

They immediately obey as Carol approaches him.

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.

As they settle in and drive off.

As Carol enters the hospital.

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

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.

Simon forces his attention to Jackie.

ANGLE ON VERDELL

as their conversation continues -- the dog is distressed.

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

Verdell hides behind a chair.

As Jackie looks at him then thumbs for a card.

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

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.

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

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

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

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

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

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

BACK TO SCENE

As Carol breaks into a run.

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.

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.

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.

Did you know there are doctors who come to your house?

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

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

VOICE (O.S.) Dr. Bettes?

A NURSE enters.

Carol and her mother exchange a look of incredulity.

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

She starts towards Spencer's room.

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.

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

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

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

Simon hadn't thought of this either.

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

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.

The doctor gone, mother and daughter arguing.

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.

(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...

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.

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.

Simon wheels away from Melvin.

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

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

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

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

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

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

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

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.

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.

Carol seeing a bus and dashing after it.

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.

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

67 ANGLE ON MELVIN AND SIMON'S APARTMENT HOUSE 67

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

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.

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.

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.

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

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.

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

Her mission completed -- she turns.

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...

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

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

73 SIMON'S APARTMENT 73

Simon walks painfully back to a chair.

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

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

He rises and makes an awkward exit.

He exits -- Simon puzzled and concerned.

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)... "

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

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.

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

A beat, then.

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

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

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 exits.

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

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

As Carol stands nervously while Lisa finishes reading her 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.

Lisa brushes the paper -- finishes and embraces Carol.

78 ON MELVIN & FRANK 78

She self-consciously hands him with the thick envelope.

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...

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

Carol enters scene.

She exits. Frank prepares to depart.

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

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

She offers him the note.

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

And finally Carol notes Melvin's mood and pauses.

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

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

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.

80 INSERT -- UNDERWEAR DRAWER 80

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

As she exits the room --

As she picks up the phone.

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.

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.

Melvin visibly relaxes.

Beverly looks up expectantly as her daughter enters.

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

As she boards the bus.

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

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

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.

Carol disembarks.

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.

CLOSER ON MELVIN

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

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

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

Carol puts her bag in the car.

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.

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.

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

Turning onto Fifth.

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.

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

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

And, as the MUSIC PLAYS, Simon looks out.

The three of them... Carol chattering away.

A short time later. Carol is now driving.

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

Car pulling over toward parking spot.

She takes the car curbside and parks.

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.

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.

Melvin shifts INTO the FRAME.

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

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

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

Simon laughs loudly in apprehension squared.

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

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

This is a monumental first day out... You sad or anything?

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

She exits the room. Melvin unnerved.

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...

96 SERIES OF DISSOLVES 96

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.

As they drive up.

As they enters...

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

As Melvin takes his car back from the valet.

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

Melvin walks to the doorway and stops suddenly.

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

VALET #2 Good evening.

VALET #2 I'm not sure.

VALET #2 Then I guess we do.

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.

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.

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

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

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

He waves her down.

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

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

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 laughs.

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

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.

She kisses him again.

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

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:

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

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

Carol thrusts open the door and enters...

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

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

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...

BACK TO SCENE

He leaves the bed.

107 ANGLES ON HOTEL DESK 107

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'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.

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

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

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

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.

Melvin is having a room service breakfast.

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

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

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

Melvin reacts.

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

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.

112 ON MELVIN AND CAROL 112

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

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

Melvin stalks out.

The car parked near a phone booth --

Carol walks up to Simon in the car.

She hands him a base ball cap.

Melvin hangs up the phone.

Frank's got a line on another place you can use for now.

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

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

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

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

Where Verdell's ears prick.

As they enter.

The door opens, revealing them:

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

Melvin reacts.

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

Simon follows.

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

Melvin looks at him finally -- pretensions fall.

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

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.

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

Melvin breathes again. Simon enters the room.

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

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

He walks back to Melvin's room.

As he enters.

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

As he speeds him out...

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.

He nods his head, "yes."

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

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

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

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

If you can't be at least momentarily interesting than shut the hell up. I'm drowning and you're describing water.

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

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

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

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

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

BACK TO SCENE

She hesitates --

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

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

BACK TO SCENE

He half turns to leave.

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

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

But suddenly Carl is shouting to the heavens.

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

She looks at him -- then:

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

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

BACK TO SCENE

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

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

(a real question filled with concern for her) You got a real good reason to walk out on that?

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

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

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

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