"ETERNAL SUNSHINE OF THE SPOTLESS MIND" (2004)

Eternal Sunshine of the Spotless Mind

a screenplay by

Charlie Kaufman

th Goldenrod Revision February 4 , 2003 th Green Revision January 20 , 2003 th Yellow Revision January 13 , 2003 th Pink Revision January 10 , 2003 th Blue Revision December 17 , 2002 th Shooting Draft November 6 , 2002

It's gray. The platform is packed with business commuters: suits, overcoats. There is such a lack of color it almost seems as if it's a black and white shot, except one commuter holds a bright red heart-shaped box of candy under his arm. The platform across the tracks is empty. As an almost empty train pulls up to that platform, one of the suited men breaks out of the crowd, lurches up the stairs two at a time, hurries across the overpass and down the stairs to the other side, just at the empty train stops. The doors open and the man gets on that train. As the empty train pulls from the station, the man watches the crowd of commuters through the train's dirty window. We see his face for the first time. This is Joel Barish. He is in his 30's, sallow, a bit puffy. His hair is a little messy, his suit is either vintage or just old and dirty and sort of threadbare. His bright tie has a photograph of a rodeo printed on it.

Joel talks on a payphone. The wind howls around him. He tries to shield the mouthpiece as he talks. His speech is a self-conscious mumble, especially difficult to hear over the elements.

Joel wanders the windy, empty beach, with his briefcase. He passes an old man with a metal detector. They nod at each other.

Later: Joel looks out at the ocean.

Later: Joel sits on a rock and pulls a big, tattered notebook from his briefcase. He opens it and reads his last entry.

Under the entry is a detailed drawing of a paranoid, wild- eyed man huddled in the corner of a damp basement lit by a bare bulb on a cord. Joel notices something odd: a great many pages have been torn out after the last entry. He ponders it for a moment, then writes on the next page:

He has no other thoughts, does some work on the drawing on the opposite page. He glances up, spots a female figure in the distance, walking in his direction. She stands out against the gray in a fluorescent orange hooded sweatshirt. This is Clementine. She's in her early thirties, zaftig. He watches her for a bit, then as she nears, he goes back to his drawing, or at least pretends to. Once she has passed, he watches her walk away. She stops and stares out at the ocean. Joel writes.

LATER: Joel walks up near the beach houses closed for the season. He peeks cautiously in a dark window.

LATER: Joel digs into the sand with a stick.

It's a local tourist place, but off-season empty. An old couple drink coffee at the counter. Joel sits in a booth and eats a grilled cheese sandwich and a bowl of tomato soup. In his notebook he is drawing a wizened old man with a metal detector. His metal detector has led him to another dead old man clutching a metal detector. Joel meekly, unsuccessfully, tries to get the waitress's attention for more coffee. Clementine enters, looks around, takes off her hood. Joel glances at her bright blue hair. She picks an empty booth and sits. Joel studies her discreetly. The waitress approaches her with a coffee pot.

The waitress pours the coffee.

The waitress is not amused. Clementine gets business-like.

The waitress heads to the grill. Clementine fishes in her bag, brings the coffee cup under the table for a moment, pours something in, then brings the cup back up.

Clementine looks around the place. Her eyes meet Joel's before he is able to look away. She smiles vaguely. He looks embarrassed, then down at his journal.

Clementine pulls a book from her purse and starts to read. Joel glances up, tries to see the book's cover. It's blue and white. He can't make out the title.

Joel stares out at the ocean. Far down the beach Clementine stares at it, too. Joel glances sideways at her then back at the ocean.

Joel sits on a bench waiting for the train. Clementine enters the platform, sees Joel, the only other person there. She waves, sort of goofily enthusiastic, playing as if they're old friends. He waves back, embarrassed. She takes a seat on a bench far down the platform. Joel stares at his hands, pulls his journal from his briefcase and tries to write in order to conceal his awkwardness.

Joel sits at the far end of the empty car and watches the slowly passing desolate terrain. After a moment the door between cars opens and Clementine enters. Joel looks up. Clementine is not looking at him; she busies herself deciding where to sit. She settles on a seat at the opposite end of the car. Joel looks out the window. He feels her watching him. The train is picking up speed. Finally:

Joel looks over.

She looks around the empty car.

Clementine giggles, makes her way down the aisle toward Joel.

She hesitates in the middle of the car, looks back where she came from.

She stares at him. He gets uncomfortable.

There's a silence.

They sit in silence for a while.

The conductor enters the car.

Joel hands the conductor his ticket. The conductor punches it and hands it back.

The conductor turns to Clementine. She fishes in her bag.

The conductor and Joel watch as she gets more agitated.

She dumps the contents of the bag onto the seat and sifts frantically through. Joel sees the book she was reading in the diner. It's The Red Right Hand by Joel Townsley Rogers. Joel eyes the book.

She hands the conductor the ticket, smiles sweetly. He punches it, hands it back to her, and walks away.

The conductor heads into the next car. Clementine shoves stuff back into her purse. Her hands are a little shaky. She pulls an airline-sized bottle of alcohol from her pocket, opens it, and downs it. Joel is watching all of this but pretending not to. She looks out the window for a while. The train pulls into the station. The doors open. Nobody gets on. The doors close. The train pulls out.

Clementine sits and stares out the window.

They smile at each other. Joel drops the gaze first.

There are a few more people in the car now. Clementine has inched a few seats closer to Joel. She watches him. His head is buried in his notebook. He's drawing Clementine.

It's dark out. The train is pretty crowded. A couple of women hold bouquets of flowers, another has a red heart- shaped box of candy. Joel stares out the window. Clementine sits closer still to Joel, eyes him.

The doors open and Joel emerges along with others. He heads to the parking lot, arrives at his car. There's a big dented scrape along the driver's side.

MOMENTS LATER: Joel drives. He passes Clementine walking. She looks cold. He considers, slows, rolls down his window.

He pulls over. She climbs in. They drive.

Joel turns. They drive in silence.

There's a silence. She broods.

Joel pulls over.

He looks at her. Clementine opens the car door.

A FEW MINUTES LATER: Joel stands in the living room, somewhat nervously. He tries to calm himself by focusing on the surroundings. He looks at the books on her shelves. Clementine is in the kitchen. We see her as she passes by the doorway several times, preparing drinks and chatting.

Clementine is in the living room now with two gin and tonics.

Joel is looking at a framed black and white photograph of crows flying.

She caws and hands Joel a drink.

Joel shakes his head embarrassedly and mumbles something.

Clementine takes the photo off the wall and shows Joel the * inscription on back. *

They clink glasses. Clementine giggles and takes a big gulp of her drink. Joel sips. She plops down on the couch and pulls her boots off.

Joel sits in a chair across the room. Clementine finishes her drink.

She heads toward the kitchen with her glass.

Joel crosses to the CD's and studies them.

Joel studies the unfamiliar CD's. He picks up Bang On a Can performing Brian Eno's Music for Airports to look at. Clementine reenters with her drink.

She grabs it and sticks it in the CD player. The music is dreamy and haunting and slow. Clementine falls back onto the couch, closes her eyes and sips her drink.

Joel sits down in his chair and drinks. There's a silence, which seems fine to Clementine but makes Joel anxious.

She grabs Joel's drink from his hand, takes it into the kitchen.

She giggles. Joel looks around the room again. There are several potatoes dressed as women in beautiful handmade costumes: a nurse potato, a stripper potato, a schoolteacher potato, a housewife potato. He stares at the potatoes, confused. Clementine returns with Joel's drink and a refill for herself.

Joel looks a little alarmed.

She laughs maniacally, sits back on the couch, closes her eyes. Joel watches her, looks at her breasts. She opens her eyes, smiles drunkenly at him, winks.

She looks at him really hard for a long moment. Joel tries to hold her gaze, but can't. He looks down at his drink. Clementine starts to cry again.

Joel looks slightly crestfallen.

She sits closer to him.

Joel puts on his overcoat. Clementine heads to the phone table, grabs a pen.

She scribbles her phone number on Joel's right hand. He stands there uncomfortably for a moment, then forces himself to speak.

She tears up, swallows, and kisses him on the cheek.

Joel exits. Clementine watches him through an open window as * Joel gets in his car. *

Joel drives home. He seems agitated. He parks in the lot behind his apartment building, gets out of the car and heads around to the front.

It drives slowly down the street. There are two dark figures inside.

Joel appears from the side of the house.

The van trails Joel, who looks back at it, then makes his way toward his building. The van parks across the street.

Joel heads up the walk to his building. He looks back at the * van, tries to see in. The window rolls down and a hand comes out and waves cheerily.

MUFFLED PATRICK FROM INSIDE VAN Thanks, Joel.

Laughter from in the van. The window is rolled up. Joel enters his building.

Joel pulls his mail from his box. In the light we see that Joel has a blue dot drawn on either side of his forehead. A man enters the building. This is Frank.

The man opens his mailbox, sifts through some envelopes.

Joel chuckles, distracted.

Joel looks at him. The guy continues to sift through his envelopes. A yellow envelope with the name "Lacuna" in the upper left catches Joel's eye.

Joel continues to stare at the yellow envelope.

The guy laughs. Joel smiles wanly.

The guy laughs again, too much.

Frank looks at his watch.

Joel shrugs, heads down the hall, unlocks his door, which is on the first floor.

Joel changes into a pair of pajamas fresh from the package. * He picks up a small vial from his night table, opens it, dumps a round pink pill into the palm of his hand, studies it, then swallows it quickly. He looks around the room, somewhat panicked, as if going through some checklist. He crosses to the window and looks out into the night. He tries again to squint into the van across the street.

The two figures inside are watching Joel in his apartment, * squinting out at them. Joel gives up and walks away from the window.

Silence.

The lights in Joel's apartment click off.

The two guys get out of the van.

Stan, in hip glasses, and Patrick open the back of the van * and pull out a few briefcase-sized machines. They head up the apartment building walkway.

Stan inserts a key and opens Joel's apartment door. He and * Stan enter. They switch on the light. Patrick unconsciously hums "Maniac" as the two enter.

The room now looks a little vague. Joel changes into a pair of pajamas fresh from the package. He picks up a small vial from his night table, opens it, dumps a round pink pill into the palm of his hand, studies it. We see the pill from his POV. There's a code imprinted on it, but we can't make it out. He swallows the pill quickly. He looks around the room, somewhat panicked, as if going through some checklist.

Joel crosses to the window and looks out into the night. He tries to squint into the van across the street. He can make out the two figures but no detail. He stands there for a moment, crosses to the bed, sits, dials the night table phone.

He hangs up the phone, turns off the light and lies on his back on the bed. He stares up at the ceiling. The pills seems to be taking effect and Joel is getting drowsy. But something else is also happening: the room is getting darker, less distinct. He tries to keep his eyes open to watch this strange phenomenon, but can't. His eyes close and the room plunges into darkness. We hear a key in the door, the door opening, floorboards creaking under shoes and someone quietly humming "Maniac." These noises grow faint and disappear.

Joel gets out of his car, spots a van parked across the * street. There are two dark figures inside.

The van window opens, a hand waves. Laughter. Joel hurries inside the building. Footsteps loud.

Joel pulls his mail from his box. A man enters the building. *

The man opens his mailbox, sifts through some envelopes.

Joel chuckles.

Joel looks at the guy as he sifts through his mail. A yellow envelope stamped with the "Lacuna" logo catches Joel's eye.

Joel continues to stare at the yellow envelope. He sees a mole on the man's hand.

The guy with the mail is just a shadow now. Joel studies his ghostly form.

Joel is pacing. He clutches a small gift box wrapped in red paper. Rob and Carrie, 40's, watch from the couch.

Joel dials the phone.

Joel, startled, hangs up.

Joel looks through a display case of funky necklaces. He talks as he examines the jewelry.

Quick shot of the exterior of Antic Attic.

- A saleswoman wraps the jewelry box in red paper.

- A hand writes on a heart-shaped card: "Clem -- I'm sorry. I love you. Joel."

Joel walks through the store with the small wrapped box in his hand. He spots Clementine, now with magenta hair. He approaches her, nervously.

Clementine turns, smiles at him. It's a professional smile.

Joel is taken aback. He just stares at her for a moment. She continues to smile at him. Patrick, a young man with a shadowy, vague face, approaches her from behind.

He seems almost out of breath. Joel registers that, for a split second, Patrick glances at him before speaking to Clementine.

They kiss. Joel watches, confused and horrified.

Joel stops pacing, looks at Rob and Carrie.

Joel watches in confusion. Carrie boils over with rage and frustration and storms from the room. Rob and Joel look at each other.

Joel watches as Rob digs through a drawer. He finally pulls out a yellow card and hands it to Joel. Joel reads it.

Dear Rob and Carrie Eakin:

Clementine Kruczynski has had Joel Barish erased from her memory. Please never mention their relationship to her again. Thank you.

LACUNA, LTD. 424 GRAND STREET, NY, NY

Joel stares at the card, incredulous. It's the same yellow as the Lacuna envelope his neighbor held.

Joel walks along the street. He sees a flash of himself ahead carrying two garbage bags. The second Joel is almost hit by a truck. The first Joel is confused for a moment then pushes open a door marked Lacuna Inc.

Joel is at the reception desk. He watches Mary, 25, busily * answering phones and printing out Lacuna envelopes.

Joel walks behind Mary. *

Stan, a young man in a lab coat, pops his head out from an office.

Mary shows Joel Mierzwiak's office.

MOMENTS LATER: Mierzwiak fingers the yellow card. Joel looks from Mierzwiak to Mary. She stands behind the doctor and eyes Mierzwiak longingly. Mierzwiak is unaware.

Mary shakes her head "no" in agreement with Mierzwiak.

Joel paces as Carrie busies herself making coffee. Hammering sounds.

MIERZWIAK'S VOICE JOEL

... happy and she wanted to "... happy and she wanted to move on. move on. We provide that

possibility." What the hell is that? I was the nicest guy she ever went out with. I mean --

Joel looks over and sees Rob smoking a joint and hammering a birdhouse in the other room.

The hammering continues. Carrie strangles a frustrated scream, then:

The scene splits in half. As Joel continues to talk to Carrie, he also watches himself being led through the halls of Lacuna by Mierzwiak.

MIERZWIAK CARRIE

Mr. Barish, we're certainly You know Clementine, Joel. not here to twist anyone's She's like that. What can I arm. This is a personal and say? Impulsive. profound decision to make, but might I suggest that you at least consider the potential pitfalls of a psyche forever spinning its wheels.

Joel sits in his car crying. He is parked outside a drive-in movie theater. As he cries the windows fog up until the exterior is obliterated.

Joel barges in followed by Mary. Mierzwiak looks alarmed.

She exits.

Joel drags around a big black plastic garbage bag and places various objects in it. *

MIERZWIAK'S VOICE * -- collect every single thing you own that has some association with Clementine. Anything. Photos. Clothing. Gifts. Journal entries. Perfume. Books she bought for you. CD's you bought together. We want to empty your home... your life of Clementine.

Joel pulls books off the shelves, toiletries out of the bathroom, clothing out of the closet, knickknacks, art work, photographs from albums (he finds a photo of Clementine as a little girl, wearing a pink cowboy hat and posing with a puppy), perfume, the Rain Dogs CD, some potatoes that are dressed up to look like different types of women, a skeleton costume, a shoebox of letters from Clementine, the wrapped giftbox from Antic Attic. He rips pages out of various journals: writing, portraits of Clementine he has drawn. As he does all this, his apartment begins to look more and more barren. *

Joel walks carrying two big, full garbage bags. He is almost hit by a truck as he crosses the street. It is a replay of the near accident he witnessed earlier, but it is now in the first person.

Joel sits with his garbage bags. A woman with red-rimmed eyes and a cardboard box full of dog toys, dog bowls, and other pet paraphernalia in her lap, sits across from him.

Mary is on the phone at the reception desk. She hangs up and acknowledges Joel.

Before Joel can respond, Mary is back into her work. Mierzwiak pokes his head out from the inner office.

Joel walks with his bags behind Mierzwiak. They pass Mary printing out some yellow Lacuna cards in the reception area. She smiles professionally as they pass.

As they pass a lab, Mierzwiak stops. Joel glances in and sees Stan working on a female client. She is being shown an old super eight home movie.

Stan approaches Joel and shakes his hand.

Joel looks at the equipment in the lab.

Joel enters with Mierzwiak. Mierzwiak directs Joel to a sitting area. There's a tape recorder on the coffee table between them.

Joel nods. Mierzwiak smiles kindly and switches on the tape recorder. He moves a box of tissues closer to Joel.

Later.

There's a noise, something's dropped. Joel looks over. Patrick is in the corner of the room at a filing cabinet. He's dropped some folders and he's bending down to pick them up.

Patrick exits.

The room is starting to fade. Joel looks quizzically at the eroding environment.

Joel is now sitting in an examination chair. Stan draws a blue dot on either side of his forehead.

As Mierzwiak talks, the room colors start to fade, Mierzwiak's tone of voice is also affected; it becomes dry and monotonous.

Joel watches Stan as he covers the blue dots with electrodes.

Joel's outside himself watching himself in the chair. The room is fading.

MIERZWIAK (CONT'D) JOEL

... underway tonight, we have ... underway tonight, we have some work to do. some work to do.

(to Mierzwiak) I'm in my head already aren't I?

Stan pulls a snow globe from one of Joel's bags, shows it to Joel.

Joel sees the equipment showing the map of his neural connections getting more complex.

Stan pulls out a potato dressed as a Vegas showgirl. Joel studies it. The machines register his response.

MIERZWIAK JOEL

We'll dispose of these We'll dispose of these mementos when we're done mementos when we're done here. That way you won't be here. That way you won't be confused later by their confused later by their unexplainable presence in unexplainable presence in your home. your home.

Stan pulls out a coffee mug with a photo of Clementine printed on it. Joel looks at the cup. The machines record his reaction.

The room, Stan, and Mierzwiak are now vague and wispy.

Joel watches Stan. Stan is not speaking, yet his voice continues.

Joel looks up. Stan's voice seems to be coming from above. Joel looks past Stan. Beyond him Joel sees a husky version of Mary leading him down the hall; himself sitting in the waiting room; walking down the block with his bags; collecting mementos in his apartment. He screams.

Joel lies on his back in fresh pajamas. His eyes are closed and electrodes connect his head to several machines. The machines are operated by Stan, now in grubby street clothes and in need of a shave, and by Patrick, dressed similarly. The monitor on one of the machines traces a myriad of light blips running like streams through an image of Joel's brain. Stan presses buttons and operates a joystick, aiming for the lines. Patrick (who we saw earlier with Clementine at the bookstore) studies a meter on one of the machines.

Patrick fiddles with some jacks.

The memory is becoming vague, characters' affects flat. Stan pulls out a pile of loose-leaf pages. Mierzwiak smiles.

The scene is just a shell of itself as Stan rattles on.

Standing Joel searches for the disembodied voices while sitting Joel listens to Stan's monotonous reading.

Patrick is checking out the apartment. Stan monitors the equipment.

Patrick returns to the bedside, focuses on the machines for a moment. He glances at the unconscious Joel.

Stan glances sideways at Patrick.

Joel sits in his dark, vague room and listens.

Stan works the joystick. Patrick sits on the bed with Joel.

Joel distractedly reads a book, checks the clock, goes back to the book. The door opens. He looks up. Clementine is staggering in, drunk.

JOEL VOICE-OVER

It's three. Shit. The last time I saw

you.

The scene is starting to degrade. The acting becomes anemic.

CLEMENTINE VOICE-OVER

Oh Christ I didn't kill Right! She called me an old anybody. It's just a fucking lady here, too! And I dent. You're like some old remember, I said... lady or something.

This shuts Clementine up. She is stung and she starts gathering up her belongings, which are strewn about the apartment. Joel is immediately sorry he's said this. He follows her around.

Clementine is out the door. Joel follows.

Joel looks for Clementine in the hallway, but she is gone.

Joel looks at his dented car slammed against a fire hydrant, spots Clementine clomping off in the distance.

CONTINUOUS: Joel drives to catch up to Clementine. He rolls down his window to talk to her.

She keeps clomping.

He stops the car, gets out.

It's a street you might see in a dream, more an impression of a quiet street than an actual one, with what little detail there is obscured in darkness. In the distance Clementine walks off, but as in an animated loop, she doesn't get any farther away.

She keeps walking. Joel runs after her.

He stops. He's in exactly the same place he was when he started.

Joel looks up, startled to hear a strange voice talking about Clementine.

Stan watches the screen. Patrick paces, fidgets, looks at the unconscious Joel.

On the vague street, getting more vague by the second, Joel listens to Patrick and Stan as he walks past the same landmarks again and again. Clementine continues to walk away in the distance.

The scene fades completely away and Joel finds himself in --

Joel and Clementine sit and eat dinner in front of the TV. It's hard to make out what they're watching. They sit on opposite ends of the couch. They look bored. The scene quickly degenerates. The room fades.

Joel listens. Clementine doesn't seem to hear it.

Joel looks over at the faded Clementine across the couch. She stares straight ahead at the TV.

Joel points up. Clementine, bored, looks up at the ceiling.

Joel finds himself in --

Joel watches TV. He hears Clementine coming and stretches himself out on the floor pretending to be dead. Clementine walks by in her underwear, looks at the TV. She does not acknowledge Joel on the floor as she slips into a skirt.

Joel opens his eyes and sits up, embarrassed. The scene starts to fade. Clementine puts on her shoes and heads out the door.

Joel and Clementine walk around unhappily. They barely look at the wares. Clementine watches parents with babies.

She turns violently toward him, glaring.

Joel looks around. People are watching.

The scene starts to fade. Clementine's rant continues but becomes attenuated and vague.

She's crying still, but it's almost animatronic, no real emotion in it. The scene is a husk.

She looks up at him.

Their eyes lock. She is fading before his eyes.

Joel makes his way with two drinks from the crowded bar to a table where Clementine sits with another guy. She looks up from her conversation.

The scene starts to fade. Mark rises.

The bar gets quiet and vague.

Clementine keeps talking but there are no more intelligible words, just a whisper -- like a breeze.

A doorbell buzzes. Joel looks around. The bartender, across the silent, vaguely populated, bar speaks in a whisper.

Patrick opens the door. Mary stands there in a winter coat, carrying a backpack.

She walks in past him.

Stan and Mary kiss. She looks down at Joel as she takes off her coat.

Mary sees a cooler of beer in one of the Lacuna cases.

She heads into the kitchen. Stan turns back to monitor the slivers of light.

Stan looks over at Patrick. Mary returns with a bottle of scotch and two glasses.

She pours the whiskey.

Mary hands a glass to Stan. She holds hers up in a toast.

Mary and Stan click glasses.

Stan focuses on his monitor. Mary pours herself another drink.

It's dark. Joel and Clementine are in bed. The memory is already in the midst of being erased. Clementine is talking in a monotonous, robotic manner. She sips tea from a coffee mug with her photo on it.

The scene is faded now. The coffee mug is blank.

Joel and Clementine eat dinner in silence. Joel looks around at other couples in the restaurant. Some seem happy and engaged. Others seem bored with each other. He turns back to his food.

JOEL VOICE-OVER

How's the chicken? Is that like us? Are we just

bored with each other? I can't stand the idea of being a couple that people think that about.

He watches her as she downs her wine and pours herself another glass. She holds the wine bottle up to Joel.

JOEL VOICE-OVER

No. Thanks. She's going to be drunk and

stupid now.

There's a silence.

They continue to eat in silence as the scene dissolves.

Joel looks around, surprised.

Clementine doesn't respond, she continues to eat robotically.

Joel looks over and sees:

A decayed version of Barnes and Noble. Joel, at the Chinese restaurant with Clementine, now inside Barnes and Noble, watches himself talking to a Clementine with magenta hair. The scene plays out as if dead. Patrick approaches her from behind. Seated Joel tries to see Patrick's face but it is in shadows.

They kiss. Joel from the restaurant walks over to try to get a closer look at Patrick. No matter how close he gets, Patrick's face doesn't get any more detail in it.

Back in the Chinese restaurant, Joel listens to Patrick's voice.

Patrick is on the phone next to Joel's bed. Stan watches the lights on the computer screen.

Mary is in the kitchen. She pokes her head out. She's got some pie on a plate.

Joel, unconscious on the bed, jerks.

Slowly, a fluorescent orange sweatshirt comes into being. It gets filled by Clementine, who now has orange hair and is modeling the sweatshirt for Joel in his living room, which comes into focus around them.

She twirls.

Joel looks at Clementine, something's beginning to click.

Clementine is now on her side on the floor and Joel is next to her. The room becomes --

Candles are lit. Joel and Clementine are under a blanket on the living room rug listening to music.

She's weeping. Joel is stroking her hair. They kiss and begin to make love under the blanket. It's sweet and gentle and then it starts to fade.

He looks down and Clementine's tear-streaked face is fading. She continues as if she's still being made love to, even though Joel is completely beside himself. He jumps up naked and yells at the ceiling.

Joel is unconscious on the bed, completely still. Mary and Stan watch the monitor and smoke a joint. After a silence:

Mary seems surprised, taken aback, caught. She is silent for a long moment.

Stan takes another drag on the joint, passes it to Mary.

Patrick, bundled up and carrying a full backpack, trudges down the block. *

CONTINUOUS: Clementine watches out the window as Patrick nears. She's crying. He makes his way up her front stairs. She swings open the door and hugs him.

She pushes herself out of the embrace and looks at Patrick.

She runs into the bedroom. Patrick is at the phone and realizes he doesn't know Joel's number. After a moment's * thought, he *69's. The phone rings.

Beep.

Stan is on the phone. He's really stoned and watches Mary, * stoned herself, dancing in a sexy trance to something soft and low on the stereo.

Patrick hangs up, rifles quickly through his backpack. He pulls out the red gift-wrapped box Joel was going to give Clementine for Valentine's Day, puts it in his pocket, then pulls out a bunch of letters, flips through them, keeping an eye on the bedroom door. He finds what he's looking for. The handwriting is a woman's. He reads:

Joel and Clementine lie together holding hands on the frozen river. They look up at the stars.

Clementine looks over at him. Her eyes are filled with love and tears. Then they get vague, clouded-over. The scene is being erased. Joel is panicked.

Joel scrunches his face, focuses intently, shakes with concentration.

Joel's eyes roll almost imperceptibly. Stan and Mary are * dancing together now, not watching him.

Crazily, Joel grabs the fading Clementine's hand and runs * toward shore. The slow dance music from Stan and Mary's scene drifts through the night. Joel and Clementine run through a series of decayed scenes:

81 MONTAGE: DECAYING MEMORIES 81

We see snippets, details: Joel and Clementine in front of a diorama in the Natural History Museum, Joel and Clementine arguing in a car, having sex on the hall stairs of Clementine's apartment building, laughing and holding hands at a movie, eating grilled cheese and tomato soup together in bed, Joel watching her sleep, listening to Rain Dogs together, drinking at a bar, Joel and Clementine playing a board game with Rob and Carrie. Joel arrives at a decayed version of his first meeting with Mierzwiak. Still desperately clutching Clementine's hand, he yells to Mierzwiak.

Joel turns to look at Clementine. It's no longer her. He is holding the hand of some woman he's never seen before. He drops her hand with a panicked yelp. And runs into the decayed Lacuna office.

Faded Joel sits across from Mierzwiak. A tape recorder between them.

Mierzwiak goes back to talking to the faded Joel in the scene.

Joel sees a shadowy Patrick down the hall watching them.

Joel runs from the office.

Joel runs toward the shadowy Patrick, who just stands there. But Joel doesn't get any closer.

Patrick reads the letter.

Clementine enters, dressed for the cold. Patrick puts the letter away.

Patrick pulls the box from his pocket, hands it to her.

Clementine pulls the wrapping, opens the box, pulls out the necklace Joel bought for her earlier.

Stan and Mary have sex on the floor next to Joel's bed.

A wide shot of the trees in springtime. Joel and Clementine are hiking, Clementine in front. The sounds of Stan and Mary's sex play inconspicuously in the distance. As we move into close-up the forest seems wintry and dead.

She sits on a rock and looks out at the vista. Joel sits next to her. He holds her hand. She has a thought.

Joel concentrates, pulls open his eyes with his fingers. Suddenly the sky changes to --

For a brief moment we are looking through Joel's eyes at the apartment ceiling. The night table lamp and some Lacuna electronic equipment are in our field of vision. There are vague sounds of sex.

The sky is once again the sky. Joel is flipped out.

He stares at her a long time, softens.

The memory and Clementine are fading around him. Even though the sky is clear, Joel hears the sound of rain. He looks over and sees a window hanging in midair.

It's raining outside the window.

It's raining out. Joel and Clementine are lying huddled on the couch. They are reading a book together. It's The Red Right Hand by Joel Townsley Rogers. Joel finishes the page first. Clementine, in panties and bra, reads slowly, uses her finger.

Joel looks out the window at the rain. He feels her skin against him. He looks at her bare legs, her crotch, her feet in bulky socks.

VOICE-OVER JOEL

She's so sexy. I loved you on this day. I

love this memory. The rain. Us just hanging.

Clementine looks over at him, smiles.

Joel turns the page. They read.

The scene and Clementine are beginning to dissolve. Joel looks around, horrified. He focuses on the rainy window. It starts to rain in the room. Then:

86A MONTAGE OF MEMORY FRAGMENTS 86A

Fragments of memory: rainy sidewalk with earthworms on it, a little hand picks up a worm;

a puddle with raindrops falling in it; a broken rain gutter spouting water, kids feet in yellow rubber rain boots; a young Joel giggling and running under an overhang for protection from a sudden rainstorm.

Four year old Joel runs and hides under the kitchen table. Joel watches his mother at the stove stirring a saucepan and talking to a neighbor woman also in period clothes. The neighbor has Clementine's face, but is completely engaged in conversation with the mother. We can't make out what they're saying. Joel draws a picture in crayon on the bottom of the table top. Joel's mother excuses herself and leaves the room. Clementine looks around, spots Joel under the table. She approaches, bends down to his level.

Joel starts to cry. Clementine tries to comfort him. She hugs him.

She lifts her skirt to reveal the underwear from the previous scene. Joel looks, sucks in some snot. His mother hurries back in. The room is not decaying. Joel smiles.

Stan and Mary lie on the floor, their stoned minds wandering after sex. Stan suddenly perks up. He looks at the monitor.

He makes his way, naked, to the computer screen.

Stan tries to break through his marijuana haze. He fiddles nervously with the equipment.

Mary giggles.

He jerks the joystick spastically. Mary, also naked, gets up and looks over his shoulder at the screen.

Stan turns and looks at her. He's stoned and trying to understand her motivation.

Stan tries to think. He paces. Mary watches him. Finally:

CONTINUOUS: The room is dark. A groggy Mierzwiak is in bed on the phone. His wife lies beside him, eyes open, listening.

Mierzwiak writes it down on a bedside note pad. He hangs up.

Stan hangs up the phone, looks for Mary. She's in the kitchen eating some cookies.

She tromps into the living room, starts getting dressed.

She hurries into the bathroom with her bag.

Mary slams the bathroom door. Stan puts his head in his hands.

Joel and Clementine are under the table having sex. Joel's mother reaches down as she hurries by and pats Joel on the head. Startled, Joel pulls off of Clementine.

Clementine holds his hand. He looks over at her.

She kisses him.

He laughs. They begin to make love again. Joel's mother hurries around the kitchen. Joel stops, looks at Clementine.

It's a rust bucket. Clementine drives. She's crying and holding Patrick's hand.

She glances gratefully at him then starts to cry even harder. Patrick is over his head.

Stan works on trying to get the signal back. His hair is combed and he's dressed neatly, looking professional but still stoned. Mary is pacing nervously to and from the window, looking out into the light. She's dressed also, and she's wearing more make-up now. Her hair is pulled up into some sort of style. The intercom buzzes.

Stan doesn't say anything.

She looks in the mirror.

The doorbell buzzes. Mary lunges for the door, then calms herself before opening it. Mierzwiak, holding an equipment bag, looks surprised.

Mierzwiak looks from Mary to Stan, nods, and enters. Mary closes the door. Mierzwiak crosses to the equipment.

He sits down in front of the computer and does some fiddling.

He fiddles some more. Mary looks on, fascinated.

Mierzwiak ponders. He unzips his equipment bag, pulls out another laptop computer and plugs it into the system.

Mierzwiak presses some more buttons. The program starts up. A much more complex and detailed human brain appears on this screen. It rotates. Eventually Mierzwiak sees a small distant light in the brain. He zeroes in on it.

Joel is being bathed in the oversized sink by his mother. Clementine sits in the water with him, laughing. The mother doesn't seem to see her.

Clementine looks over.

The doll can be seen now on the counter, an undefined lump of blue synthetic fur.

As he tries to lunge for it, the elements of the scene flash explosively away: Joel's mother, his Huckleberry Hound doll, the details of the kitchen, Clementine. Joel, alone, starts to slip and drown in the sink. He gasps and then:

He sits with Clementine in the parked car, outside a drive-in movie theater. The movie on the giant screen is partially obscured by a fence. Joel and Clementine drink wine.

Mierzwiak looks up from the computer screen.

She giggles and then is suddenly stoned and self-conscious.

Clementine and Joel laugh as they try to give voice to what the characters on the drive-in screen are saying. *

She starts to fade. Joel looks confused. The scene starts to fade.

He looks over and she's gone.

Mierzwiak watches a blip disappear from the screen.

Joel lunges and desperately hugs the air where Clementine was.

She reappears in her arms, seemingly willed back into existence.

Mierzwiak and Stan watch the blip reappear on the screen.

Mierzwiak fiddles with some controls.

Joel pushes open the door and pulls Clementine out of the car. They run off. Joel never lets go of his tight grip on her.

The sky turns into --

We see the ceiling from Joel's POV. Howard, Stan, and Mary hover over Joel at the edges of the frame.

We see a brief flash of a hypodermic passing over Joel's face and we are back in --

98DDD INT./EXT. JOEL'S CAR - NIGHT 98DDD

Joel is thrust back into the world of his memory.

98DDE 98DDE

(looks at fading Clementine) Shit!

He stops, tries to figure out which way to go.

He looks at her. Then, holding her close, runs through already dark, decayed memories of their time together.

Mierzwiak and Stan watch a trail of light on the monitor. Mierzwiak glides after it, erasing its wake.

Joel drags Clementine through decayed New York Streets. He sees a silhouette of himself hauling two garbage bags to Lacuna, almost getting hit by a UPS truck.

Stan is back at the controls. Unconscious Joel's face screws up slightly. Mierzwiak's at the door with Mary.

He nods distractedly. She smiles to herself as he heads back to the equipment.

Joel and Clementine crouch in murky blackness.

It's dark. Joel, junior high school size, is in bed masturbating. He has a flashlight trained on a comic book he has been drawing which seems to be getting increasingly pornographic as it progresses. Clementine is there, too, slightly faded.

Joel's mother pops her head in the door.

The mother backs out, closes the door. Joel cringes. Clementine laughs. Suddenly the walls of the room are gone and the bed is on the beach. Clementine glances up.

Mierzwiak is at the machines.

It's cold. Joel and Clementine walk, all bundled up. She points at a house up the beach.

She runs ahead, laughing. The scene is decaying. Joel chases after her.

The house is gone. Joel grabs Clementine's arm and yanks.

Joel lies on his back. Clementine sits over him holding a pillow. They are both laughing.

He stops laughing, nods seriously. She puts the pillow over his face and holds it down hard. Joel struggles and screams, muffled by the pillow. Suddenly he goes limp. Clementine pulls the pillow off his face and looks horrified.

She shakes him dramatically. He remains limp for a moment, then starts to laugh.

He watches her start to fade.

He closes his eyes. The room becomes:

Joel is one of a group of five year olds. He holds a hammer and is poised to hit a dead bird in a red wagon. The other boys are goading him. Clementine, now the little girl with the puppy we saw in the photograph earlier, watches with the other kids.

Joel doesn't want to.

JOEL VOICE-OVER

I can't. I have to go home. I didn't want to do this. I'll do it later. But I had to or they

would've called me a girl.

Joel miserably smashes the bird repeatedly with the hammer. Red jelly guts cover the hammer and the wagon bottom. The kids hoot.

A live bird watches from a tree. Clementine pulls Joel away from the other boys. The two of them walk down Joel's suburban street.

She kisses him and they walk holding hands.

She lays down on the front lawn of the childhood house.

She hands him a pillow. He smiles and puts it over her face. She struggles, then acts dead. After a long moment of no reaction from Clementine, Joel pulls the pillow from her face. She is gone. His childhood house is crumbling.

Mierzwiak works the equipment. He has located a small area of light in the brain imaging and eradicates it.

Mary sits on the bed.

Stan grabs his coat.

Mary doesn't say anything. Stan huffs and is out the door. Mierzwiak continues to find and erase points of light. Mary gets up her courage to speak.

Mary is thrilled, beside herself. She tries to calm down.

He smiles at her. She's flustered, flattered.

There's an embarrassed moment as that line hangs in the air. Then Mary plunges ahead to bury it.

She smiles, proud and embarrassed.

Mierzwiak seems momentarily taken aback, then returns to his unflappable self.

She leans over and kisses him, then pulls away quickly.

Mierzwiak comforts her with a hug. It turns into a kiss. He pulls away.

He smiles sadly at her. She smiles courageously at him.

They look at each other for a long while, then Howard goes back to locating and eradicating blips of light.

Stan sits in the van and smokes a cigarette. He has an unobstructed view into Joel's bedroom window. He watches Mierzwiak and Mary. They're talking as Howard works. It appears to be a very serious discussion. A car pulls up outside. Stan turns to see. A middle-aged woman gets out.

In the window, Mierzwiak's resolve has apparently weakened and he and Mary kiss again. This leads to groping, partial undressing, and falling onto the bed alongside the unconscious Joel. The woman checks the address on Joel's building. Stan recognizes her. As the woman approaches the only lit window, Stan agonizes over what to do. He honks his horn. The woman looks back at the van, then hurries to the window. Mierzwiak and Mary, in partial undress, squint out into the night. The woman and Mierzwiak lock eyes. He practically shrieks and jumps up.

Joel and Clementine walking, hand-in-hand, look up simultaneously.

Mary looks confusedly at Howard. *

Mierzwiak is already in his coat. He's out the door.

The woman is at her car. Stan watches from the van. * Mierzwiak hurries to the woman.

Mary is right behind Mierzwiak now. Hollis is in her car.

Hollis turns, looks at Mary and then at Mierzwiak.

Stan is out of the van now, listening. Mary shivers in the cold, hugs herself. There's a long silence. Then:

Hollis and Mierzwiak have locked eyes. Mary looks back and forth between them. Hollis starts her car.

She drives off. Mary watches Howard with increased foreboding.

He shuffles inside. Mary stands there, unable to digest this, struggling in vain to remember. Stan watches.

Mary shakes her head "no." She walks off, dazed.

Clementine and Patrick lie on the their backs on the frozen river and look up at the night sky.

Clementine looks over at him. Their eyes meet. She sobs.

She hurries toward the shore, slips on the ice, gets up, and continues, now running.

It's deathly silent as Mierzwiak and Stan work on completing the job. Mierzwiak locates a light hidden very deep in the map of Joel's brain. He targets it.

Joel and Clementine sit in his apartment on the couch. Clementine is dressed in a skeleton costume. Joel draws a portrait of her. The reverse angle is Joel's father fishing in a rowboat.

The father is drunk and sullen. He faces away from Joel, looks out at the lake.

Clementine watches the confused, frightened Joel.

The scene pops out of existence with a flash of light.

Clementine leads Joel into a crowd of people outside a Broadway theater. They listen to conversations around them. Clementine adopts a mock-sophisticated tone, attempting to make it look like they are playgoers.

The theater lights flash and the crowd begins to head back inside. Joel looks nervous. Clementine takes his hand and leads him into the crowd.

VOICE-OVER JOEL

Your hand, I remember it. I'm done, Clem. I'm just

going to ride it out. Hiding is clearly not working.

Joel and Clementine walk past the usher.

She is wearing the black dress with the buttons.

The scene has already been erased. It's just a decayed husk. A vague Joel watches a vague Clementine model a black dress.

Clementine wears a generic black dress now. As the paying customers take their seats, Joel and Clementine search discreetly for unoccupied seats.

She tears up. They kiss.

There is a long silence. They both stare straight ahead and watch the still lowered curtain.

Joel and Clementine pull up to Clementine's house.

Joel and Clementine are in the midst of awkward shy sex.

The scene starts to fade. Joel watches Clementine disappear.

Mary enters the dark room, frazzled. She flips on the fluorescent lights and searches the file folders, pulling them out and dropping them on the floor. She can't find what she's looking for. She exits into the inner office area.

Mary rifles through Mierzwiak's desk, through his personal file cabinets, pulls boxes of papers out of the closet and rifles through them. She finally comes upon a file with her name on it. Her jaw drops and with a shaky hand she puts the tape into the player the office and presses "play."

Mary slumps to the floor. We move into her eyes.

123 A SERIES OF MURKY IMAGES. NO DETAIL. 123

A flirtatious look from Mierzwiak.

A vague shot of a wind-up frog.

A vague shot of Mierzwiak mouthing to Mary's voice.

Back to Mary sitting on the floor, listening to the tape.

Joel sits in the quiet living room. The scene is fading. *

JOEL * Naomi. *

VOICE-OVER * On the couch. Dark. Quiet. I wondered * if I had made a terrible mistake. I * almost reached for the phone about a * thousand times. I thought I could take * it back, erase it, explain I had * momentarily lost my mind. Then I told * myself we weren't happy. That was the * truth. That what we were was safe. It * was unfair to you and to me to stay in a * relationship for that reason. I thought * about Clementine and the spark when I was * with her, but then I thought what you and * I had was real and adult and therefore * significant even if it wasn't much fun. * But I wanted fun. I saw other people * having fun and I wanted it. Then I * thought fun is a lie, that no one is * really having fun; I'm being suckered by * advertising and movie bullshit... then I * thought, maybe not, maybe not. And then I * thought, as I always do at this point in * my argument, about dying. *

An elderly man sits. *

VOICE-OVER * I projected myself to the end of my life * in some vague rendition of my old man * self. I imagined looking back with a * tremendous hole of regret in my heart. *

Joel sits on the couch. A ghostly image of Naomi sits curled * up on the other end of the couch. *

JOEL * I didn't pick up the phone to call you, * Naomi. I didn't pick up the phone. *

The scene dissolves. *

Joel talks to Clementine. The scene is fogging over. *

JOEL * I told her today I need to end it. *

CLEMENTINE * Is that what you want? *

JOEL * I did it. I guess that means something. *

Clementine shrugs. The scene fades. *

Joel walks with Naomi.

JOEL VOICE-OVER

It's not somebody else. I hate myself.

Naomi walks off. Joel watches her. The scene fades.

Joel enters, looks around. There's no sign of Clementine. Joel approaches a male employee.

MALE EMPLOYEE #1 (calling to another male employee) Mark, is Clem on tonight?

MALE EMPLOYEE #2 On my dick, bro. (turns, sees Joel, embarrassed) Oh, hey. Yeah, I think she's in Philosophy.

Joel climbs stairs, searches the aisles, spots Clementine.

She turns.

She goes back to stacking. Joel stands there helplessly.

The scene is disintegrating. Clementine's speech is delivered without passion.

The scene is gone.

Joel is at his closet, putting on a sweater. Naomi is at the dining room table, papers spread out before her, writing. Joel turns and watches her for a moment.

The scene is fading.

He approaches Naomi, kisses her on the top of her head. She continues to write.

133 Maybe when we're ninety. 133

Rob, Carrie, and Joel emerge from the car, parked amidst a small cluster of cars in an otherwise empty parking lot.

Joel watches his shoes in the sand as he trudges along.

MOMENTS LATER: Joel, Rob, and Carrie step out of the brush and see a bonfire down the beach. People and music can be heard.

LATER: Joel sits on a log, a paper plate of chicken and corn on his lap. People warm themselves at the fire. Joel watches couples talking, kissing, Rob sharing a joint with a guy.

Joel looks down to the water. There's Clementine, in her orange sweatshirt, looking out to sea.

JOEL (CONT'D) VOICE-OVER

Your back to me. In that I remember being drawn to you orange sweatshirt I would even then. I thought, how come to know so well and even odd, I'm drawn to someone's hate eventually. At the time back. I thought, I love this I thought, how cool, an woman because she's alone orange sweatshirt. down there looking out at the

ocean.

A shot of the orange sleeve. Joel looks up.

JOEL VOICE-OVER

Hi. I was so nervous. What were

you doing there, I wondered. Your hair was lime green. Green revolution.

A shot of her green hair.

JOEL VOICE-OVER

Even then I didn't believe But I thought, I don't know, you entirely. I thought how I thought it was cool that could you be talking to me if you were sensitive enough to you couldn't talk to people? know what I was feeling and

that you were attracted to it.

She picks a drumstick off of Joel's plate.

CLEMENTINE JOEL

I'm Clementine. Can I And you picked it out of my borrow a piece of your plate before I could answer chicken? and it felt so intimate like

we were already lovers.

JOEL (CONT'D) VOICE-OVER

I remember -- The grease on your chin in

the bonfire light.

Shot of a smudge of chicken grease on Clementine's chin.

JOEL VOICE-OVER

I'm Joel. No, it was lovely.

She smiles.

She nods.

Joel and Clementine are walking near the surf.

JOEL (CONT'D) VOICE-OVER

So you're still on the Next thing I remember we were Zoloft? walking down near the surf.

You were walking as close as you could to the water without getting wet.

JOEL CLEMENTINE

Did this conversation come I think, before. before or after we saw the house?

Joel and Clementine wander near some beach houses closed for the winter.

Joel chuckles appreciatively.

Clementine tries one of the doors on a darkened house. Joel is nervous.

She walks to the next house, tries the door.

She finds a window that's unlatched. She lifts it.

She scrambles in the window. Joel looks around, panicked.

JOEL VOICE-OVER

(whisper) I couldn't believe you did Clementine. that. I was paralyzed with

fear.

The front door opens and Clementine stands there beckoning.

JOEL CLEMENTINE

I hesitated for what seemed I could see you wanted to like forever. come in, Joel.

He walks cautiously toward the door.

Joel enters the darkened house and Clementine closes the door behind him.

She's searching through drawers for something. She pulls out a flashlight, shines it in Joel's face.

She runs upstairs, giggling. The room is drying out, turning into a husk.

JOEL VOICE-OVER

(calling after her) I didn't want to go. I was I really should go. I really too nervous. I thought, need to catch my ride. maybe you were a nut. But

you were exciting. You called from upstairs.

Clementine comes downstairs, vague and robotic, making her way through the decaying environment.

She smiles. They kiss. It fades.

Joel finds himself hurrying back to the bonfire. This scene, too, is disintegrating. It dries up and Joel is just standing there on a faded beach at night, the bonfire frozen in the distance like a photograph.

Joel sits in the back seat, Rob and Carrie are in the front.

Joel nods glumly.

Carrie continues to talk, but her voice goes under as Joel studies the faded husks of memories, piled up like refuse outside the moving car window. He sees dried-out version of previous interactions with Clementine playing out in loops. He looks back and sees the memory of his ride home from the beach with Rob and Carrie. It, too, is decaying. Soon all has crumbled into dust. Everything goes black.

Howard watches the monitor. The last specks of light are fading. It grows dark. He is tired, his eyes are hollow. He turns to Stan, who is staring out the window at the dawn.

Stan turns and wordlessly begins the clean-up. He pulls the electrodes off of Joel's scalp, coils cable, packs bags. Howard dials the bedside phone. He waits as it rings.

Howard hangs up.

Mary sits in the corner listening to the tape and crying.

Stan and Howard load the last of the equipment into the back of the van. He and Howard look at each other.

Stan doesn't respond, just gets in the van and drives off.

Patrick and Clementine are heading home from Boston. Clementine is silent and depressed. Patrick tries to break the silence.

Clementine shakes her head "no." Long silence.

Clementine doesn't say anything. Silence.

Stan parks the van in front of "Lacuna." He gets out, crosses to his car. Mary is walking out of the office with a cardboard box of stuff.

Mary stops and turns back to Stan.

She watches him closely, waiting for him to continue.

Mary starts to cry.

Mary says nothing.

She stops but doesn't turn to face him.

He nods. She waves without looking back and heads to her car. When she arrives at it and opens the trunk, we see that is already filled with boxes and boxes of Lacuna files. She adds the last box and closes the trunk.

Joel awakens. The apartment is neat, like when he went to sleep. He gets out of bed and heads into the bathroom.

Joel sees the dent in his car, doesn't know why it's there. He touches it, looks around.

Joel waits on the crowded platform. The platform across the tracks is empty. Joel's train arrives. It's packed. He squeezes on with all the other commuters.

Mary listens to her tape on the car radio. She cries. The * backseat of her car is piled high with Lacuna files. *

Joel works in his cubicle over the light table. He seems * distracted. He dials his phone. He's nervous. *

JOEL * Hi... Naomi? Yeah, hi! How are you? I * know, I know. It's been a long time. * Not too much. You? Oh, that's great! * Congratulations! Maybe I could buy you * dinner to celebrate? Tonight? I'm free. * Okay, good! *

Mary sits on the floor in an unkempt pile. Mierzwiak, tired- * looking, stares out the window. After a long silence. *

MARY * Patrick Henry said, "For my part, * whatever anguish of spirit it may cost, I * am willing to know the whole truth; to * know the worst, and to provide for it." * I found that quote last night. Patrick * Henry was a great patriot, Howard. *

MIERZWIAK * It's a good quote. *

MARY * I don't like what you do to people. *

MIERZWIAK * I understand. I'm sorry. * (beat) * I really do need the files back, Mary. *

MARY * No. The memories are mine now. *

Joel and Naomi walk, both bundled up.

There is a silence and then Naomi kisses Joel.

Clementine lies in bed crying. Patrick sits by the window and flips furiously through Joel's journal looking for tips.

It's gray. The platform is packed with business commuters: suits, overcoats. There is such a lack of color it almost seems as if the scene is in black and white. A man holds a red heart-shaped box. The platform across the tracks is empty.

As an almost empty train pulls up to that platform, Joel * breaks out of the crowd, lurches up the stairs two at a time, * hurries across the overpass and down the stairs to the other side, just as the empty train stops. The doors open and Joel * gets on the train. *

Joel says goodbye to Clementine.

Joel exits. We stay on Clementine as she watches Joel head to his car.

Joel enters, drops his overcoat on a chair, and hurriedly dials the phone.

Joel flips on messages with volume down.

She hangs up and Joel stands there for a minute feeling creepy, then he dials the number on his hand.

Clementine steps out onto the ice. Joel follows nervously.

She takes his hand and he is suddenly imbued with confidence.

She squeezes his hand.

She runs and slides on the ice. She slips and falls hard on her ass. Joel is by himself now, watching her.

Clementine lies on her back and stares up at the stars. Joel is paralyzed. He looks back at the shore.

He hesitates then gingerly makes his way over to her. She reaches for his hand and gently pulls him down. He lies on his back beside her, their bodies touching. He wants to turn to her, but out of shyness, doesn't. She holds his hand. They look up at the stars. She smiles, doesn't say anything and snuggles closer to him.

She smiles up at the sky.

She looks at him. He continues to study the sky.

She punches him in the arm, looks back at the sky.

Joel drives and sips from a paper cup of coffee. Clementine is asleep in the seat next to him. He pulls up in front of her house. He sits there for a few moments, shyly uncertain about waking her; she seems so peaceful. He gingerly touches her arm. She doesn't wake. He touches it again. Still nothing. He touches her face.

Nothing. He sits there. He shakes her a little.

She opens her eyes.

She cranes her neck, sees her house.

Joel nods. She smiles and leaves the car. Joel watches her head to the house. He leans his head back against the headrest and closes his eyes. He's happy, tired, and a bit anxious. He opens his eyes and casually watches a distant figure walking in the direction of Clementine's house on the otherwise empty sidewalk. As the figure nears, Joel sees it's a young man.

The young man gets closer and we see that it's Patrick. Joel watches him without any particular interest; it's just something to look at. Patrick gets close and seems to be about to head up to Clementine's house when he happens to glance into Joel's car and spots Joel. He reacts but barely and keeps walking down the block past Clementine's house. Joel watches in his rearview mirror as Patrick continues down the street. Joel closes his eyes again. After a few moments there's a tap on the driver's-side window. Joel opens his eyes and sees Patrick standing there. Joel rolls down his window.

Patrick doesn't know how to continue. He takes another stab.

Patrick walks off. Joel watches him again in his rearview mirror.

Clementine wanders around putting things in an overnight bag. Her toothbrush is in her mouth. She's being overly selective in her choice of a change of clothing and toiletries. A phone message is playing in the background.

Joel waits. Clementine emerges from her place with her overnight bag and her mail. She gets into the car.

Joel smiles at her, starts the car and drives off. They pass Patrick sitting on someone's stoop watching them. Neither of them notices him. Clementine sifts through her mail.

She looks at a small padded manila envelope with her name and address scrawled on it. She rips it open, pulls out a note and an audio cassette. She reads the note.

Clementine shrugs and inserts the cassette in the tape player. (note: the tape plays throughout the scene under Joel and Clementine's dialogue)

JOEL CLEMENTINE

What are you doing? I'm not doing anything.

JOEL CLEMENTINE

Why did you make this tape? I didn't do this! I completely don't understand what you're doing.

JOEL CLEMENTINE

It's your voice! I know!

Joel turns the car around.

CLEMENTINE JOEL

I don't know! Maybe it's This is fucked up! That's some kind of Future thing, ridiculous. This is fucked like a look into the future. up! It's called A Christmas Like that thing in Scrooge! Carol, not Scrooge. Maybe some force is trying to help us. I think I've read about that happening. I'm sure I have.

Joel stops the car in back in front of Clementine's house. She's crying.

She stops talking.

Joel just stares straight ahead.

She gets out of the car.

Joel ejects the tape, hands it to her, and closes the door. He drives off, leaving her just standing there, crying. After a moment, Patrick appears seemingly from nowhere.

It's a bit later. Clementine drives slowly down Joel's street. In her hand she's got a ripped out page from a phone book with his address circled. She spots his car on the street and parks behind it.

Clementine approaches the apartment entrance. As she nears, the door opens and Frank the neighbor emerges. He holds the door open for her.

She has no idea who he is and she's freaked out.

Clementine watches the hall looking at apartment numbers until she comes to Joel's. The door is ajar. Inside she can hear Joel's voice, but can't make out what he's saying. She stands there for a moment then enters.

Clementine looks around; the place is not what she expected. She comes upon Joel in his study. The room looks as if it's been ransacked. He's listening to a tape of his own voice and holding a drawing. She stands and listens, too, unbeknownst to him.

He looks, up, his eyes are red-rimmed and wild-looking. They stare at each other.

Joel's taped voice drones on in the background. He holds up the drawing for Clementine to see. It's the picture of her in the skeleton costume.

She studies it, touched and confused. She doesn't know what to say.

JOEL CLEMENTINE

I really like your hair. Thank you.

Clementine enters the study as Joel exits into the kitchen.

Joel finds his almost empty bottle of scotch in the cabinet. He pours the little left into two glasses, exits.

Joel enters with the two glasses of whiskey. Clementine sits on the couch, looking stunned. He hands her a glass.

Joel turns off the tape.

They both stare off. Finally:

CLEMENTINE JOEL

I'm sorry about this. I'm Okay. Yeah. I'm sorry. going to go. I'm a little confused. I don't think I can be here.

Clementine gets up.

She exits.

Clementine walks down the hall. Joel appears behind her. *

JOEL * Hey, wait. *

CLEMENTINE * What? *

JOEL * I just wanted to... *

He doesn't know what to say, stops. *

CLEMENTINE * What? *

JOEL * I just wanted to... Um, I was just * wondering... how your bruise is? From * falling. Y'know? *

CLEMENTINE * It hurts. My ass is purple. *

JOEL * I'm sorry. It was a nasty fall. I mean, * it was sort of funny once I realized you * weren't dead. *

CLEMENTINE * I'm good for a laugh, anyway. *

JOEL * No, that's not what I meant. *

CLEMENTINE * Anyway, look, I'm gonna go. Take care of * yourself. *

JOEL * You too. *

She heads down the hall. *

CLEMENTINE * What? *

JOEL * I came up with another hair color. *

CLEMENTINE * (not turning) * Oh, yeah? *

JOEL * Brown versus The Board of Education. *

CLEMENTINE * (walking, no change of * expression) * It's a little cumbersome. *

JOEL * Wait! *

She stops and turns. *

CLEMENTINE * (impatiently) * What, Joel? What do you want? *

JOEL * (at a loss) * I don't know. * (MORE)

They lock eyes for a long moment: Clementine stone-faced, * Joel with a worried, knit brow. Clementine cracks up. *

CLEMENTINE * Okay. *

JOEL * Really? *

CLEMENTINE * I'm not a concept, Joel. I'm just a * fucked-up girl who is looking for my own * peace of mind. I'm not perfect. *

JOEL * I can't think of anything I don't like * about you right now. *

CLEMENTINE * But you will. You will think of things. * And I'll get bored with you and feel * trapped because that's what happens with * me. *

JOEL * Okay. *

CLEMENTINE * Okay. *

THE END *